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2025-05-13 City Council AgendaREGULAR CITY COUNCIL MEETING RICHFIELD MUNICIPAL CENTER, COUNCIL CHAMBERS MAY 13, 2025 7:00 PM INTRODUCTORY PROCEEDINGS Call to order Pledge of Allegiance Open forum Participants can share their comments in person, by voicemail, or email, and may also request to participate virtually. For more information on submitting comments, refer to the Council Agenda and Minutes page on richfieldmn.gov/citycouncil Approval of the Minutes of the (1) City Council Work Session Meeting from April 22, 2025, and (2) City Council Regular Meeting from April 22, 2025. PRESENTATIONS 1.STEM School Choir 2.Proclamation celebrating Jewish American Heritage Month 3.Proclamation National Police Week/Peace Officers' Memorial Day AGENDA APPROVAL 4.Approval of the Agenda 5.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 approval of an annual request for a Temporary On Sale Intoxicating Liquor license for the Academy of Holy Angels, located at 6600 Nicollet Avenue South, for their annual Holy Angels Rock the Lawn event taking place Friday, June 13, 2025. Staff Report No. 54 B.Consider approval to set a public hearing to be held on May 27, 2025, to consider the issuance of new On- Sale Wine and 3.2 Percent Malt Liquor licenses for MC Richfield LLC dba Dragon Pot, located at 9 66th Street East. Staff Report No. 55 C.Consideration of the approval of the Cannabis and Substance Use Prevention (CSUP) services agreement with Bloomington Public Health. Staff Report No. 56 D.Consider the approval of an agreement with the City of Bloomington for the provision of food, pools, lodging, therapeutic massage and body art establishment inspection services for the City of Richfield for 2026. Staff Report No. 57 E.Consider approval of the bid tabulation and authorize the Mayor and City Manager to execute a contract with New Look Contracting Inc., for the 70th Street Safe Routes to School project in the amount of $624,672.75, and authorize the City Manager to approve contract changes up to $175,000 without further City Council consideration. Staff Report No. 58 F.Consider adoption of a resolution accepting a Safe Routes to School Infrastructure grant from the Minnesota Department of Transportation (MnDOT) for intersection improvements along 64th Street and Russell Ave in the area of Sheridan Hills Elementary. Staff Report No. 59 G.Consider approval of a Maintenance Agreement with Nine Mile Creek Watershed District (NMCWD) that defines ownership and maintenance responsibilities for certain stormwater infrastructure in and surrounding Adams Hill Pond. Staff Report No. 60 H.Consider approval of an agreement with Loeffler Construction LLC to perform construction management services for improvements to Veterans Memorial Park including the Richfield Public Pool, and Ice Arena. Staff Report No. 61 I.Richfield 4th of July Committee celebration license application Staff Report No. 62 6.Consideration of items, if any, removed from Consent Calendar PUBLIC HEARINGS 7.Consider approval of a resolution authorizing the 90 day suspension of a tobacco license issued to Lyndale Pump N Munch, located at 6300 Lyndale Ave S. for egregious flavored product and underage sales violations. The recommended suspension dates are May 13, 2025 through August 11, 2025. Along with the suspension of the tobacco license, any additional violations of City code or state law relating to the operation of the business or the sale of tobacco products before February 12, 2028, will result in immediate revocation of the license. Staff Report No. 63 PROPOSED ORDINANCES 8.Consider a first reading of an ordinance restricting short-term rentals. Staff Report No. 64 CITY MANAGER’S REPORT 9.City Manager's Report CLAIMS AND PAYROLLS 10.Claims and Payroll COUNCIL DISCUSSION 11.Hats Off to Hometown Hits 12.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. Open Forum A. Open Forum B. Open Forum C. Open Forum D. CITY COUNCIL MEETING MINUTES Richfield, Minnesota City Council Work Session April 22, 2025 CALL TO ORDER Mayor Supple called the work session to order at 5:45 p.m. in the Bartholomew Room. Council Present: Mary Supple, Mayor; Sharon Christensen; Walter Burk, Sean Hayford Oleary, Rori A. Coleman-Woods Staff Present: Guests: Katie Rodriguez, City Manager; Melissa Poehlman, Community Development Director; Sam Crosby, Planner; Courtney Miller, Senior Analyst; and Michelle Friedrich, City Clerk. Richfield Planning Commission; Amy Gudmestad, CEO of MICC; Mark Forsberg, Associate Principal RSP Architects; Scott Aspenson, Principal RSP Architects. ITEM #1 DISCUSS BAN ON SHORT-TERM RENTALS City Manager Rodriguez provided a summary on the agenda and turned the first item over to Planner Crosby. Planner Crosby provided an update on the process of the short-term rental discussion. She provided details from surveys and feedback from the community. Planner Crosby noted staff has provided recommendations regarding short-term rentals. Council Member Hayford Oleary asked what other cities do to regulate and monitor short-term rentals. Council and staff discussed details regarding regulating and monitoring processes and how other cities manage short-term rentals. Council and staff discussed language regarding allowance of licensee’s living on-site, and reviewed fire and safety regulations related to short-term rentals. Staff expressed concern regarding difficulties in monitoring short-term rentals. Council and staff reviewed the short-term rental ordinance amendment would become effective in January 2026. Council and staff discussed the notice process to short-term rental property owners. Council and staff reviewed minimum and maximum rental periods for the short-term rentals, and shared concerns regarding safety issues and lack of enforcement and monitoring. Planner Crosby summarized the Council’s discussion on short-term rentals. City Council Work Session Minutes -2- April 22, 2025 ITEM #2 INTRODUCTION AND PRELIMINARY DISCUSSION OF FUTURE PLANS FOR MINNESOTA INDEPENDENCE COLLEGE AND COMMUNITY Amy Gudmestad provided a summary of the Minnesota Independence College and Community (MICC) work in Richfield. Mark Forsberg discussed the need for the learning center at the MICC and provided a brief summary of the proposed site plan. He noted that many MICC participants don’t drive themselves, so the parking lot is situated at the back of the complex, and noted there will be a small parking lot near the entrance for public transportation. Scott Aspenson presented the first floor plans of the learning center. He included details of the different areas of the building. He also presented plans for the second floor layout, which will be a majority of administrative offices. He provided details on the exterior plan of the building and the materials that will be used. He highlighted the front entrance and noted they are in the concept design phase. Council asked if the single-family homes on the west side will stay or go. Scott Aspenson noted the single-family homes purchased by the college will be demolished. Council noted a preference for the current design over the design presented last year, and noted sidewalks would be a preference all the way to the edge of the property. Council noted the large windows included in the design and discussed the heat produced from the windows at the front entrance. Scott Aspenson explained different ways to prevent the windows from becoming too hot. Council inquired on the delay in completing the future parking spots and noted a preference for the parking being completed in a single phase. Mark Fosberg explained that the parking spots could be done originally, but they conducted a parking analysis and discovered that about 40 spots were needed. Council inquired if bird strikes would be a part of the front entrance window area. Scott Aspenson noted the applicant can make plans to prevent bird strikes on those windows. Planner Crosby provided a summary of the discussion. ADJOURNMENT Mayor Supple adjourned the work session at 6:53 pm. Date Approved: May 13, 2025 Mary B. Supple Mayor Michelle Friedrich Katie Rodriguez City Clerk City Manager CALL TO ORDER The meeting was called to order by Mayor Supple at 7:00 p.m. in the Council Chambers. Council Present: Mary Supple, Mayor; Sharon Christensen; Walter Burk; Sean Hayford Oleary; and Rori A. Coleman-Woods. Staff Present: Katie Rodriguez, City Manager; Mary Tietjen, City Attorney; Melissa Poehlman, Community Development Director, Kristin Asher, Public Works Director; and Michelle Friedrich, City Clerk. Others Present: Timothy Garvey, Human Rights Commissioner Dan Smieja and therapy animal Barney the Beagle PLEDGE OF ALLEGIANCE Mayor Supple led the Pledge of Allegiance. OPEN FORUM Mayor Supple reviewed the participation options for residents at the Council meeting including in- person comments, comments by voicemail or email, and an option to request to participate virtually with advance notice. Mayor Supple noted more information on submitting comments can be reviewed at www.richfieldmn.gov/citycouncil. No residents participated in the Open Forum public comment opportunity. APPROVAL OF MINUTES MOTION: made by Council Member Hayford Oleary, seconded by Council Member Christensen to approve the minutes of the: (1) City Council Work Session Meeting from April 8, 2025, and (2) City Council Regular Meeting from April 8, 2025. Motion carried: 5-0 CITY COUNCIL MEETING MINUTES Richfield, Minnesota Regular Council Meeting April 22, 2025 City Council Meeting Minutes -2- April 22, 2025 ITEM #1 PROCLAMATION TO RECOGNIZE ARBOR DAY 2025 Mayor Supple read aloud the proclamation and invited City Manager Rodriguez to accept it. City Manager Rodriguez thanked the City Forester Joe Clark, who leads the preservation efforts. She also thanked the Public Works workers who have been doing the work on the trees. ITEM #2 PROCLAMATION TO RECOGNIZE NATIONAL THERAPY ANIMAL DAY Mayor Supple read aloud the proclamation and invited Dan Smieja and therapy animal Barney the Beagle to accept it. Dan Smieja thanked the City for this recognition. He noted that he hopes this will make them better known, and expressed the need for more volunteers within their program. Council thanked the group for the work they do. ITEM #3 PROCLAMATION CELEBRATING ASIAN AND PACIFIC AMERICAN HERITAGE MONTH. Mayor Supple read aloud the proclamation and invited Timothy Garvey to accept it. Timothy Garvey thanked the Council for its continued support of the Human Rights Commission. ITEM #4 APPROVAL OF AGENDA MOTION: made by Council Member Hayford Oleary, seconded by Council Member Burk to approve the Agenda as presented. Motion carried: 5-0 ITEM #5 CONSENT CALENDAR City Manager Rodriguez presented the consent calendar. A. Consider a resolution accepting a grant from the Minnesota Department of Agriculture in the amount of $75,000 to provide urban agricultural programs. (Staff Report No. 48) RESOLUTION NO.12313 RESOLUTION ACCEPTING A GRANT FROM THE MINNESOTA DEPARTMENT OF AGRICULTURE FOR RICHFIELD RECREATION, IN THE AMOUNT OF $75,000, FOR URBAN AGRICULTURAL PROGRAMS. City Council Meeting Minutes -3- April 22, 2025 B. Consider the acceptance of the quotation from Midwest Playscapes for $206,852.50 for the construction of a natural playground at Wood Lake Nature Center and authorize the Recreation Services Director to proceed with the project. (Staff Report No.49) C. Consideration of a resolution authorizing submittal of a Tax Base Revitalization Program grant application for environmental investigation on the American Legion property (6501 Portland Avenue) (Staff Report No. 50) RESOLUTION NO. 12314 RESOLUTION AUTHORIZING APPLICATION FOR THE TAX BASE REVITALIZATION ACCOUNT ON BEHALF OF 6501 PORTLAND AVENUE D. Consider adoption of a resolution rescinding a special assessment for diseased tree removal in the amount of $5,268.73 incorrectly levied against 6414 12th Ave S (PID# 26-028-24-24- 0030) in 2024. (Staff Report No. 51) RESOLUTION NO. 12315 RESOLUTION RESCINDING ASSESSMENT INCORRECTLY LEVIED AGAINST 6414 12TH AVE SOUTH (PID # 26-028-24-24-0030) IN 2024 FOR REMOVAL OF DISEASED TREES E. Consider adoption of a resolution of support for Richfield's Community Project Funding grant application in the amount of $4,200,000.00 for the Richfield Emergency Water Interconnect project. (Staff Report No. 52) RESOLUTION NO. 12316 RESOLUTION OF SUPPORT FOR THE COMMUNITY PROJECT FUNDING (CPF) GRANT APPLICATION FOR THE RICHFIELD EMERGENCY WATER INTERCONNECT PROJECT F. Consider a resolution authorizing the Mayor and City Manager to execute MnDOT Agreement #1051546, the I-494 Phase 1 Maintenance Agreement. (Staff Report No. 53) RESOLUTION NO. 12317 RESOLUTION AUTHORIZING MAYOR AND CITY MANAGER TO EXECUTE MINNESOTA DEPARTMENT OF TRANSPORTATION (MNDOT) AGREEMENT NO. 1051546, FOR MAINTENANCE UPON, ALONG, AND ADJACENT TO TRUNK HIGHWAY NO. 494 MOTION: made by Council Member Coleman Woods, seconded by Council Member Christensen to approve the Consent Calendar. Council noted each item on the consent calendar has been reviewed by Council in detail. Council did not have questions or issues with any Consent Calendar items presented. Motion carried: 5-0 ITEM #6 CONSIDERATION OF ITEMS, IF ANY, REMOVED FROM CONSENT CALENDAR City Council Meeting Minutes -4-April 22, 2025 None. ITEM #7 CITY MANAGER’S REPORT City Manager Rodriguez shared information regarding the feedback from Kathleen Balaban regarding Ms. Balaban’s Open Forum comments. City Manager Rodriguez noted Ms. Balaban discussed Council time and consideration in review of the procedures and decorum document. City Manager Rodriguez noted City Attorney Tietjen will be taking a longer time reviewing that document. ITEM #8 CLAIMS AND PAYROLL MOTION: made by Council Member Coleman Woods, seconded by Council Member Hayford Oleary to approve the following claims and payrolls: U.S. BANK 3/28/2025 Payroll: 195545-195853 $1,001,508.19 4/11/2025 Payroll: 19584-196161; Manual Checks 44137 $999,474.61 4/25/2025 Payroll: 196162-196467 *Includes medical insurance May 2025 $1,359,125.23 4/17/2025 A/P Checks: 335369-335841 $2,670,869.84 TOTAL $6,030,977.87 Motion carried: 5-0 ITEM #9 HATS OFF TO HOMETOWN HITS Council Member Christensen gave a shout-out to the City employees who came to Veterans Park to work on the cleanup. Council Member Coleman Woods shared that the foster care organization she works for will be holding its annual fundraiser on May 3. Council Member Hayford Oleary shared his excitement for Toast to Richfield and added that tickets are still available. Council Member Burk shared that great progress has been made on the pond at Adams Hill Park. Mayor Supple also thanked all of the City employees who helped with the cleanup at Veterans Park. She mentioned that she was able to join the students at Seven Hills Preparatory Academy for their Civitas Fair. She added that the Augsburg Library is now open. City Council Meeting Minutes -5- April 22, 2025 ITEM #10 ADJOURNMENT MOTION: made by Council Member Coleman Woods, seconded by Council Member Christensen to adjourn the meeting at 7:26 p.m. Motion carried: 5-0 Date Approved: May 13, 2025 Mary Supple Mayor Michelle Friedrich Katie Rodriguez City Clerk City Manager Proclamation of the City of Richfield WHEREAS, Jewish American Heritage month celebrates the culture, heritage, and traditions of Jewish Americans and all their achievements and contributions to Richfield, Minnesota, the United States, and the world; and WHEREAS, 2025 marks the 45th annual celebration of achievements and contributions by Jewish Americans, starting with the establishment of Jewish American Heritage Week in 1980 and expanded upon in 2006, when President George W. Bush and Congress ordered that the country observe an annual Jewish American Heritage Month each May; and WHEREAS, over 7.5 million Jewish Americans have contributed to the many aspects of American society including arts, education, sports, law, medicine, and public service, and more; and WHEREAS, Jewish Americans have fought honorably, a number earning the Medal of Honor, to ensure our freedom by serving in colonial militias, in the American Revolution, and all American military conflicts since the establishment of the United States; and WHEREAS, Richfield is home to important Jewish cemeteries including; the Minneapolis Jewish cemetery founded in 1890, the United Hebrew Brothers Cemetery, Gemelus Chesed Cemetry, and the B’nai Emet Cemetery; and WHEREAS, as we celebrate the rich heritage of the Jewish American Community, we recognize tireless work to strengthen the promise of religious freedom and civil rights, by joining together with all faiths to reject ignorance and intolerance, teach empathy and compassion, and root out hatred wherever it exists; and WHEREAS, the city of Richfield is proud of the people, community, and business of Jewish Americans. We look forward to the continuing success of Jewish Americans in our community; and WHEREAS, the Richfield Human Rights Commission supported a proclamation celebrating Jewish American Heritage Month at its April 1st, 2025 meeting; Now, THEREFORE, I, Mary Supple, mayor of Richfield, on behalf of the Richfield City Council, do hereby proclaim the month of May 2025 as Jewish American Heritage Month in the City of Richfield and call on the people of Richfield to observe this month with appropriate programs, activities, and ceremonies, and continue to honor the contributions of Jewish Americans throughout the year. PROCLAIMED this 13th day of May, 2025. Mary B. Supple, Mayor Proclamation of the City of Richfield WHEREAS, the people of this community wish to join with the entire nation in recognizing the valor, bravery and dedication to duty of our law enforcement officers; and, WHEREAS, President John F. Kennedy signed a proclamation which designated May 15 as Peace Officers Memorial Day and the week in which that date falls as Police Week, and declared that all flags of the United States be flown at half-staff on that date; and, WHEREAS, 345 new names will be added to the National Monument in 2025; and, WHEREAS, this City of Richfield recognizes that our own law enforcement officers, who day after day, hour by hour, serve, not only as law enforcement agents of this City to protect life and property, but are indeed Friend, Neighbor and Guardian. NOW, THEREFORE, I, MARY SUPPLE, Mayor of the City of Richfield, do hereby proclaim: May 11-17, 2025, as NATIONAL POLICE WEEK and May 15, 2025, as PEACE OFFICERS’ MEMORIAL DAY IN THE CITY OF RICHFIELD And call upon every citizen to honor and memorialize those law enforcement officers in this country and city who have lost their lives in the defense of our homes, families or property, and to join with our law enforcement officers in acknowledging our thanks for their service, valor and dedication to duty and our pledge of continued support for their unending war on crime and promotion of safety through enforcement in the year ahead. PROCLAIMED the 13th day of May, 2025. Mary Supple, Mayor AGENDA SECTION:CONSENT CALENDAR AGENDA ITEM #5.A. STAFF REPORT NO. 54 CITY COUNCIL MEETING 5/13/2025 REPORT PREPARED BY:Jennifer Anderson, Support Services Supervisor DEPARTMENT DIRECTOR REVIEW:Jay Henthorne, Director of Public Safety/Chief of Police 4/22/2025 OTHER DEPARTMENT REVIEW:N/A CITY MANAGER REVIEW: Katie Rodriguez, City Manager 5/6/2025 ITEM FOR COUNCIL CONSIDERATION: Consider approval of an annual request for a Temporary On Sale Intoxicating Liquor license for the Academy of Holy Angels, located at 6600 Nicollet Avenue South, for their annual Holy Angels Rock the Lawn event taking place Friday, June 13, 2025. EXECUTIVE SUMMARY: On April 14, 2025, the City received application materials for a Temporary On Sale Intoxicating Liquor license for the Academy of Holy Angels, located at 6600 Nicollet Avenue South, for their annual Holy Angels Rock the Lawn event taking place Friday, June 13, 2025. They will serve beer and wine from 6:00 p.m. to 11:00 p.m. No other intoxicating liquor beverages will be permitted. They will be having food trucks providing food for the event. The Academy of Holy Angels has contacted food sanitarians from the City of Bloomington to ensure proper food handling practices are followed. The Director of Public Safety has reviewed all required information and documents and has found no basis for denial. RECOMMENDED ACTION: By motion: Approve the issuance of a Temporary On Sale Intoxicating Liquor license for the Academy of Holy Angels, located at 6600 Nicollet Avenue South, for their Holy Angels Rock the Lawn event taking place Friday, June 13, 2025. BASIS OF RECOMMENDATION: A.HISTORICAL CONTEXT The applicant has satisfied the following requirements for the issuance of this license: The required licensing fee has been paid. Proof of liquor liability insurance has been provided showing West Bend Mutual affording the coverage. Along with the application they included a diagram of where the alcohol will be served and consumed as well as how ID's will be checked and how they will be monitoring sales and consumption. They have contracted with the City of Richfield Police to provide security for the event. B.EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS None C.POLICIES (resolutions, ordinances, regulations, statutes, exc): Richfield City Code Section 1202.05 requires all applicants to comply with all of the provisions of this code, as well as the provisions of Minnesota Statute Chapter 340A. D.CRITICAL TIMING ISSUES: There are no critical timing issues. E.FINANCIAL IMPACT: The required licensing fees have been received. F.LEGAL CONSIDERATION: There are no legal considerations. ALTERNATIVE RECOMMENDATION(S): The Council could deny the approval of the Temporary On Sale Intoxicating Liquor license for the Academy of Holy Angels. This would mean the applicant would not be able to serve wine or strong beer; however, Public Safety has not found any basis for denial. PRINCIPAL PARTIES EXPECTED AT MEETING: Academy of Holy Angels staff has been notified of the date of this meeting. AGENDA SECTION:CONSENT CALENDAR AGENDA ITEM #5.B. STAFF REPORT NO. 55 CITY COUNCIL MEETING 5/13/2025 REPORT PREPARED BY:Jennifer Anderson, Support Services Manager DEPARTMENT DIRECTOR REVIEW:Jay Henthorne, Director of Public Safety/Chief of Police 4/22/2025 OTHER DEPARTMENT REVIEW:N/A CITY MANAGER REVIEW: Katie Rodriguez, City Manager 5/6/2025 ITEM FOR COUNCIL CONSIDERATION: Consider approval to set a public hearing to be held on May 27, 2025, to consider the issuance of new On-Sale Wine and 3.2 Percent Malt Liquor licenses for MC Richfield LLC dba Dragon Pot, located at 9 66th Street East. EXECUTIVE SUMMARY: On January 3, 2025, the City received the application materials for new On-Sale Wine and 3.2 Percent Malt Liquor licenses for MC Richfield LLC dba Dragon Pot, located at 9 66th Street East. All required information and documents have been received. All licensing fees have been paid. RECOMMENDED ACTION: By motion: Approve setting a public hearing to be held on May 27, 2025, for the consideration of the issuance of new On-Sale Wine and 3.2 Percent Malt Liquor licenses for MC Richfield LLC dba Dragon Pot, located at 9 66th Street East. . BASIS OF RECOMMENDATION: A.HISTORICAL CONTEXT This is a notice to set the public hearing. Staff will provide a more detailed historical context in the report submitted for the public hearing on May 27, 2025. B.EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS The Richfield Police Department is committed to ensuring equity and inclusivity in our work. In some instances, equity considerations may not directly apply; however, staff preparation and review of reports will always consider DEI principles. C.POLICIES (resolutions, ordinances, regulations, statutes, exc): City ordinance requires the City Council to conduct a public hearing to consider all On-Sale Wine and 3.2 Percent Malt Liquor license applications and set a date for the public hearing. The hearing must be scheduled and held before a new license may be considered. The new process has been initiated. D.CRITICAL TIMING ISSUES: Holding the public hearing on May 27, 2025 will provide ample time to complete the licensing process. E.FINANCIAL IMPACT: All licensing fees have been received. F.LEGAL CONSIDERATION: There are no legal considerations. ALTERNATIVE RECOMMENDATION(S): Reject the applications for new On-Sale Wine and 3.2 Percent Malt Liquor licenses for Dragon Pot. Schedule the public hearing for another date; however, this will delay the licensing process. PRINCIPAL PARTIES EXPECTED AT MEETING: There are no parties expected at this meeting. AGENDA SECTION:CONSENT CALENDAR AGENDA ITEM #5.C. STAFF REPORT NO. 56 CITY COUNCIL MEETING 5/13/2025 REPORT PREPARED BY:Jennifer Anderson, Support Services Manager DEPARTMENT DIRECTOR REVIEW:Jay Henthorne, Director of Public Safety/Chief of Police 4/22/2025 OTHER DEPARTMENT REVIEW: CITY MANAGER REVIEW: ITEM FOR COUNCIL CONSIDERATION: Consideration of the approval of the Cannabis and Substance Use Prevention (CSUP) services agreement with Bloomington Public Health. EXECUTIVE SUMMARY: The purpose of the CSUP funding is to support the implementation of CSUP responsibilities by community health boards. Activities and work need to be evidence-based or promising practices in cannabis and substance use education, prevention and policy, systems and environmental change. Richfield's allotment for 2025 is $109,779 for November 1, 2024 - October 31, 2025. Richfield will be holding back $20,000 for the Advisory Board of Health to develop a comprehensive cannabis education and prevention website, leaving Richfield's contract with Bloomington at $89,779. The City Council approved the acceptance of CSUP funding from the MN Department of Health at the January 14, 2025 city council meeting. RECOMMENDED ACTION: By motion: Approve the CSUP Services Agreement with Bloomington Public Health BASIS OF RECOMMENDATION: A.HISTORICAL CONTEXT This is new funding for community health boards, approved by the Minnesota Legislature when the Adult-Use Cannabis legislation was passed in 2023. Communication from MDH to health boards was sent in late October 2024. MDH anticipates funds may be added for a second year - November 1, 2025 - October 31, 2026 - if additional funds are allocated for CSUP community health board grants in future legislation. B.EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS The workplan include a lens on equity. The majority of the funds will focus on a regional approach by Bloomington, Edina and Richfield, with Richfield keeping $20,000 for the Advisory Board of Health to develop a cannabis education and prevention website C.POLICIES (resolutions, ordinances, regulations, statutes, exc): Public Health departments across Minnesota are mandated by Minnesota Statue 145A to provide 6 areas of public health responsibilities: Assure an adequate local public health infrastructure Promote healthy communities and health behaviors Prevent the spread of communicable diseases Protect against environmental health hazards Prepare for a respond to emergencies Assure health services D.CRITICAL TIMING ISSUES: There are no critical timing issues. E.FINANCIAL IMPACT: There is no financial impact. F.LEGAL CONSIDERATION: The City Attorney has reviewed the agreement and approved of its contents. ALTERNATIVE RECOMMENDATION(S): The Council could not approve the CSUP Services Agreement with Bloomington Public Health and direct staff on how to proceed. PRINCIPAL PARTIES EXPECTED AT MEETING: ATTACHMENTS: Description Type CSUP Agreement with BPH Contract/Agreement Agreement ID: 2025-112- 1 CANNABIS AND SUBSTANCE USE PREVENTION SERVICES AGREEMENT BETWEEN THE MINNESOTA CITIES OF BLOOMINGTON AND RICHFIELD THIS AGREEMENT is made on _________________________ (“Effective Date”) by and between the CITY OF BLOOMINGTON, MINNESOTA, a Minnesota municipal corporation located at 1800 West Old Shakopee Road, Bloomington, Minnesota 55431-3027, (“Bloomington”), and CITY OF RICHFIELD, MINNESOTA, a Minnesota municipal corporation located at 6700 Portland Avenue, Richfield, Minnesota 55423 (“Richfield”). Bloomington and Richfield are herein referred to collectively as the “Parties.” RECITALS A. Bloomington warrants and represents that its Division of Public Health is a duly certified public health agency operating in accordance with all applicable federal and state requirements. B. Bloomington’s Division of Public Health provides Cannabis and Substance Use Prevention (“CSUP”) Services to create prevention and education programs focusing on cannabis and substance use prevention. C. Richfield wishes to promote, support, and maintain the health of its residents by providing CSUP Services to its residents, and desires to contract with Bloomington to provide such CSUP Services, funding these services via Minnesota Department of Health (“MDH”) grant dollars, subject to the grant compliance timelines provided by MDH. D. Bloomington is willing to provide such CSUP Services to residents of Richfield on the terms and conditions set forth in this Agreement. NOW, THEREFORE, based on the Recitals above and in consideration of the terms and conditions expressed in this Agreement, Bloomington and Richfield agree as follows: AGREEMENT 1. Services to be Provided. Bloomington agrees to provide the residents of Richfield with CSUP Services as described in the Scope of Services attached to this Agreement as Exhibit A or any supplemental letter agreements, or both, entered into between Bloomington and Richfield (the “Services”). The Services referenced in the attached Exhibit A or any supplemental letter agreements shall be incorporated into this Agreement by reference. All Services shall be provided in a manner consistent with the level of care and skill ordinarily exercised by public health entities currently providing similar services. 2. Time for Completion. This Agreement shall remain in force and effect commencing from January 1, 2025 and continuing until June 30, 2026, unless terminated by either party or amended pursuant to the Agreement. Agreement ID: 2025-112- 2 3. Consideration. The consideration, which Richfield shall pay to Bloomington shall not exceed $89,779, as set forth in Exhibit B and incorporated into this Agreement. 4. Approvals. Bloomington will secure Richfield’s written approval before making any expenditures, purchases, or commitments on Richfield’s behalf beyond those listed in the Services. Richfield’s approval may be provided via electronic mail. 5. Termination. Notwithstanding any other provision hereof to the contrary, either party may terminate this Agreement for any reason upon giving thirty (30) days’ written notice to the other party. In the event of termination: a. The quarterly payment next due shall be prorated and paid for only the period ended on the date of termination, and Richfield shall pay such reduced quarterly payment for the period ended on the date of the termination, within fifteen (15) days after receipt of Bloomington’s invoice. b. The Parties may take whatever action at law or in equity that may appear necessary or desirable to collect damages arising from a default or violation to enforce performance of this Agreement. c. The provisions of this section will continue and survive termination of the Agreement. 6. Amendments. Except as expressly permitted by this Agreement, no amendments may be made to this Agreement except in writing signed by both parties. 7. Records/Inspection. Pursuant to Minnesota Statutes § 16C.05, subd. 5, the Parties agree that the books, records, documents, and accounting procedures and practices of Bloomington, that are relevant to the contract or transaction, are subject to examination by the other party and the state auditor or legislative auditor for a minimum of six years. Both Parties shall maintain such records for a minimum of six years after final payment. These obligations survive termination of this Agreement. 8. Indemnification. a. To the fullest extent permitted by law, Bloomington and its successors or assigns, agree to protect, defend, indemnify, save, and hold harmless Richfield, its officers, officials, agents, volunteers, and employees from any and all claims; lawsuits; causes of actions of any kind, nature, or character; damages; losses; or the costs, disbursements, and expenses of defending the same, including but not limited to attorneys’ fees, professional services, and other technical, administrative or professional assistance resulting from or arising out of Bloomington’s (or its subcontractors, agents, volunteers, members, invitees, representatives, or employees) performance of the duties required by or arising from this Agreement, or caused in whole or in part by any negligent act or omission or willful misconduct, or arising out of the failure to obtain or maintain the insurance required by this Agreement. b. To the fullest extent permitted by law, Richfield, and its successors or assigns, agree to protect, defend, indemnify, save, and hold harmless Bloomington, its officers, officials, agents, volunteers and employees from any and all claims, lawsuits; causes of actions of any kind, nature, or character; damages; losses; or the costs, disbursements, and expenses Agreement ID: 2025-112- 3 of defending the same, including but not limited to attorney’s fees, professional services, and other technical, administrative or professional assistance resulting from or arising out of Richfield’s (or its subcontractors, agents, volunteers, members, invitees, representatives, or employees) performance of the duties required by or arising from this Agreement, or caused in whole or in part by any negligent act or omission or willful misconduct, or arising out of the failure to obtain or maintain the insurance required by this Agreement. c. Nothing in this Agreement shall constitute a waiver or limitation of any immunity or limitation on liability to which the Parties are entitled. The Parties agree that these indemnification obligations will survive the completion or termination of this Agreement. 9. Insurance. To the extent allowed by law, the Parties agree to maintain the following insurance coverages, in an amount equal to, or greater than, the minimum limits described below, and upon request, to provide the other with a certificate of insurance evidencing such coverages: a. Commercial General Liability in the amount of at least $1,000,000.00 per occurrence for bodily injury or death arising out of each occurrence, as well as $1,000,000 per occurrence for property damage. In the alternative, each party may maintain a general aggregate of at least $2,000,000. Each party agrees to name the other party as an additional insured on its Commercial General Liability and to provide an endorsement of such status. In addition, each party agrees to notify the other party thirty (30) days prior to cancellation or a change in any of the aforementioned insurance policies. All insurance must be provided at the respective party’s expense and at no additional cost to the other party. b. Bloomington agrees to maintain Workers’ Compensation Insurance as required by Minn. Stat. §176.181. 10. Assignment and Subcontracting. Neither Richfield nor Bloomington shall assign, subcontract, or transfer any rights under or interest (including, but without limitation, moneys that may become due or moneys that are due) in this Agreement, in whole or in part, without the written consent of the other except to the extent that the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph shall prevent Bloomington from employing such independent consultants, associates, and subcontractors, as it may deem appropriate to assist it in the performance of Services required by this Agreement. Any instrument in violation of this paragraph is null and void. 11. Independent Contractor. Bloomington shall be deemed an independent contractor. Bloomington’s duties will be performed with the understanding that Bloomington has special expertise as to the Services that Bloomington is to perform and is customarily engaged in the independent performance of the same or similar services for others. All required equipment and personnel shall be provided or contracted for by Bloomington. The manner in which the Services are performed shall be controlled by Bloomington; however, the nature of the Services and the results to be achieved shall be specified by Richfield. The Parties agree that this is not a joint venture and the parties are not co-partners. Bloomington is not to be deemed an employee or agent of Richfield and has no authority to make any binding commitments or Agreement ID: 2025-112- 4 obligations on behalf of Richfield except to the extent expressly provided in this Agreement. All Services provided by Bloomington pursuant to this Agreement shall be provided by Bloomington as an independent contractor and not as an employee of Richfield for any purpose, including but not limited to: income tax withholding, workers’ compensation, unemployment compensation, FICA taxes, liability for torts and eligibility for employee benefits. 12. Compliance with Laws. The Parties shall exercise due care to comply with applicable federal, state and local laws, rules, ordinances and regulations in effect as of the date Bloomington agrees to provide the Services. 13. Entire Agreement. This Agreement, any attached exhibits and any addenda or amendments signed by the parties shall constitute the entire agreement between Richfield and Bloomington and supersedes any other written or oral agreements between Richfield and Bloomington. This Agreement can only be modified in writing signed by Richfield and Bloomington. If there is any conflict between the terms of this Agreement and referenced or attached items, the terms of this Agreement shall prevail. 14. Third Party Rights. The parties to this Agreement do not intend to confer on any third party any rights under this Agreement. 15. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the state or federal courts of Hennepin County, Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. These obligations survive termination of this Agreement. 16. Conflict of Interest. Bloomington shall use reasonable care to avoid conflicts of interest and appearances of impropriety in representation of Richfield. In the event of a conflict of interest, Bloomington shall advise Richfield and either secure a waiver of the conflict or advise Richfield that it will be unable to provide the Services. 17. Work Products and Ownership of Documents. All records, information, materials and other work products, including, but not limited to the completed reports, drawings, plans, and specifications prepared and developed in connection with the provision of Services pursuant to this Agreement shall become the property of Richfield, but reproductions of such records, information, materials and other work products in whole or in part may be retained by Bloomington. Regardless of when such information was provided, Bloomington agrees that it will not disclose for any purpose any information Bloomington has obtained arising out of or related to this Agreement, except as authorized by Richfield or as required by law. These obligations survive termination of this Agreement. 18. Agreement Not Exclusive. Bloomington retains the right to perform other CSUP Services for other entities, in Bloomington’s sole discretion. Agreement ID: 2025-112- 5 19. Data Practices Act Compliance. Any and all data provided to Bloomington, received from Bloomington, created, collected, received, stored, used, maintained, or disseminated by Bloomington pursuant to this Agreement shall be administered in accordance with, and is subject to the requirements of the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13, and any applicable nondisclosure agreements. Parties agree to notify the other Party within three (3) business days if it receives a data request from a third party. This paragraph does not create a duty on the part of Bloomington to provide access to public data to the public if the public data are available from Richfield, except as required by the terms of this Agreement. These obligations survive termination of this Agreement. 20. No Discrimination. Parties agree not to discriminate in providing products and services under this Agreement on the basis of race, color, sex, creed, national origin, disability, age, sexual orientation, status with regard to public assistance, or religion. Violation of any part of this provision may lead to immediate termination of this Agreement. Parties agree to comply with Americans with Disabilities Act, as amended (“ADA”), Section 504 of the Rehabilitation Act of 1973, and the Minnesota Human Rights Act, Minnesota Statutes, Chapter 363A. Each Party agrees to hold harmless and indemnify the other party from costs, including but not limited to damages, attorney’s fees and staff time, in any action or proceeding brought alleging a violation of these laws by Party or its guests, invitees, members, officers, officials, agents, employees, volunteers, representatives and subcontractors. Upon request, the Parties shall provide accommodation to allow individuals with disabilities to participate in all Services under this Agreement. The Parties agree to utilize their own auxiliary aid or service in order to comply with ADA requirements for effective communication with people with disabilities. 21. Authorized Agents. Richfield’s authorized agent for purposes of administration of this Agreement is Jennifer Anderson, the Health Administrator/Support Services Manager, or designee. Bloomington’s authorized agent for purposes of administration of this Agreement is Nick Kelley, Public Health Administrator, who shall perform or supervise the performance of all Services. 22. Notices. Any notices permitted or required by this Agreement shall be deemed given when personally delivered or upon deposit in the United States mail, postage fully prepaid, certified, return receipt requested, addressed to: Bloomington: City of Bloomington, 1800 West Old Shakopee Road, Bloomington, MN 55431; Attn: Nick Kelley; nkelley@bloomingtonmn.gov; 952-563-4962; Richfield: City of Richfield, 6700 Portland Avenue, Richfield, MN 55431, Attn: Jennifer Anderson; jenniferanderson@richfieldmn.gov; 612-861-9881; or such other contact information as either party may provide to the other by notice given in accordance with this provision. A convenience copy may be provided electronically. 23. Waiver. No waiver of any provision or of any breach of this Agreement shall constitute a waiver of any other provisions or any other or further breach, and no such waiver shall be effective unless Agreement ID: 2025-112- 6 made in writing and signed by an authorized representative of the party to be charged with such a waiver. 24. Headings. The headings contained in this Agreement have been inserted for convenience of reference only and shall in no way define, limit or affect the scope and intent of this Agreement. 25. Mediation. Both parties agree to submit all claims, disputes and other matters in question between the parties arising out of or relating to this Agreement to mediation at the Conflict Resolution Center, 2101 Hennepin Avenue, Suite 100, Minneapolis, Minnesota 55405. In the event mediation is unsuccessful, either party may exercise its legal or equitable rights. 26. Publicity. Bloomington and Richfield shall develop language to use when discussing the Services. Bloomington agrees that any publicity regarding the Services or the subject matter of this Agreement must not be released unless it complies with the approved language. Bloomington cannot use Richfield ’s logo or state that Richfield endorses its services without Richfield’s advanced written approval. 27. Severability. In the event that any provision of this Agreement shall be illegal or otherwise unenforceable, such provision shall be severed, and the balance of the Agreement shall continue in full force and effect. 28. Signatory. Each person executing this Agreement (“Signatory”) represents and warrants that he/she/they are duly authorized. 29. Counterparts and Electronic Communication. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Agreement may be transmitted by electronic mail in portable document format (“pdf”) and signatures appearing on electronic mail instruments shall be treated as original signatures. 30. Recitals. Bloomington and Richfield agree that Recitals are true and correct and are fully incorporated into this Agreement. [Signature pages follow.] Agreement ID: 2025-112- 7 IN WITNESS WHEREOF, Bloomington and Richfield have caused this Services Agreement to be executed by their duly authorized representatives on the respective dates indicated below. CITY OF BLOOMINGTON, MINNESOTA DATED: ___________________________ BY: ________________________________ Loddavahn E. Tolzmann Its: Interim City Manager Reviewed and approved by the City Attorney. __________________________________ Melissa J. Manderschied CITY OF RICHFIELD, MINNESOTA DATED: ___________________________ BY: ________________________________ Its: _________________________ DATED: ___________________________ BY: ________________________________ Its: _________________________ Agreement ID: 2025-112- 8 EXHIBIT A TO SERVICES AGREEMENT BETWEEN THE MINNESOTA CITIES OF BLOOMINGTON AND RICHFIELD SCOPE OF SERVICES The MDH Cannabis and Substance Use Prevention (CSUP) Grant Program will use state cannabis dollars to provide support and guidance to grantees on best practices for substance use prevention. A Statute was passed to support the implementation of the CSUP Grant to community health board (grantees) as outlined in MN Statute 144.197 subd. 4: "The commissioner of health shall distribute grants to local health departments and Tribal health departments for the departments to create prevention, education, and recovery programs focusing on substance misuse prevention and treatment options. The programs must include specific cannabis-related initiatives." Based on statutory language, grantees may focus on a broad range of substance types, but cannabis must be included. The main focus of this grant must be on primary prevention of substance use / misuse. These funds may not be used for treatment and recovery service provision, but they may be used to promote linkage to services, for example implementing screening, brief intervention, and referral to treatment. Grantee is expected to perform the following activities. Modifications to this exhibit must be discussed with MDH. MDH will communicate, in writing, with Grantee as to whether modifications are approved or require a formal grant amendment. General Grantee Activities: 1. Designate CSUP project coordinator. 2. Designate a CSUP staff person to facilitate evaluation tasks and communicate with MDH evaluation staff and contractors. 3. Grantee shall complete, and update as necessary, proposed activities and a workplan for Minnesota Department of Health (MDH) approval on a workplan template provided by MDH. This workplan will assure compliance with funding requirements. Any changes made to the original proposal must be reviewed and approved by MDH. Workplan should include a theory of change or outcomes goals language. a. First 90 days – proposed activities related to the start-up of this new grant program. Hiring staff, reviewing local data and assessing the landscape to understand needs related to Cannabis and Substance Misuse in grantee’s jurisdiction. Meet with assigned MDH Grants Manager (TBD). Participate in on- boarding grant activities as communicated by MDH. Agreement ID: 2025-112- 9 b. First 180 days – In addition to start-up activities listed above, grantee will participate in required trainings and workshops to develop their capacity, skills, and understanding of best practice in substance use prevention as well as develop localized workplans and logic models to represent use of their new funding. c. Ongoing workplans and activities will be updated as grantee develops community strategies to address Cannabis/Substance Use Prevention in their jurisdiction. 4. Grantee shall develop a theory of change and/or logic model that defines project goals, objectives, and activities, to inform evaluation efforts. More detail will be provided and grantee will be supported in the development of their theory of change and/or logic model in the first half of calendar year 2025. 5. Be sure to include the required activities and deliverables in the workplan: a. Initial goals and objectives (if known) with activities to meet each. b. Development and submission of at least one (1) success story annually. Success stories will highlight best practices from the program and activities. Specific guidelines and instructions will be determined and provided by MDH to grantees after funding has been awarded. c. Evaluation reporting – more information forthcoming. d. Initial workplan and deliverables should span the first 90 days of the grant. 6. If available include baseline measurements for all activities. 7. Participate in site visits and grant reconciliation processes with MDH. 8. Participate in regularly scheduled calls and meetings with MDH. 9. Participate in MDH-sponsored technical assistance calls, webinars, and trainings. 10. Participate in all required evaluation activities and complete progress and evaluation reports as requested by MDH. 11. Annually or on the timeline determined by MDH, the Grantee shall complete a proposed budget and submit to MDH. The budget and any subsequent changes made to the budget must be reviewed and approved by MDH. 12. Grantee shall provide requested financial and programmatic reporting information Agreement ID: 2025-112- 10 by the dates provided to them by MDH to meet funding reporting and monitoring requirements. Financial: 1. Adhere to the request and approval process set forth by MDH in the CSUP Grant Guide. 2. Act in a fiscally responsible manner, including following standard accounting procedures, charging the CSUP grant only for the activities in the grant agreement, spending grant funds responsibly, properly accounting for how grant funds are spent, maintaining financial records to support expenditures billed to the grant, and meeting audit requirements. 3. Report other funding sources including grants from other sources, that are directed toward cannabis and/or substance use prevention and have systems in place to track CSUP-funded activities separately from activities funded through other sources. 4. Ensure CSUP funding does not supplant work funded through other sources. Use CSUP funds to develop new activities, expand or modify current activities that work to reduce substance use including cannabis and/or replace discontinued funds from the State, the federal government, or another third party previously used to reduce substance use including cannabis. The Grantee may not use CSUP funds to replace federal, state, local, or tribal funding Grantee currently uses to reduce substance use including cannabis. Agreement ID: 2025-112- 11 EXHIBIT B TO SERVICES AGREEMENT BETWEEN THE MINNESOTA CITIES OF BLOOMINGTON AND RICHFIELD TERMS OF PAYMENT A. The Parties agree to allocate the costs of the Services in accordance with each city’s share of the total services provided by Bloomington to all three cities (Bloomington, Edina, Richfield) as identified below. During the term of this Agreement, Richfield shall pay Bloomington the total not-to- exceed amount of $89,779 for CSUP Services. Allocation Method Share of total cost Bloomington Edina Richfield Costs shared equally with an adjustment for social vulnerability of each city 41% 31% 28% B. Bloomington will provide quarterly itemized invoices to Richfield on the following dates: Invoice Dates: April 15, 2025 July 15, 2025 October 15, 2025 January 15, 2026 April 15, 2026 July 15, 2026 C. Richfield shall make payment to Bloomington within 30 days of receipt of Bloomington’s invoice. AGENDA SECTION:CONSENT CALENDAR AGENDA ITEM #5.D. STAFF REPORT NO. 57 CITY COUNCIL MEETING 5/13/2025 REPORT PREPARED BY:Jennifer Anderson, Support Services Manager DEPARTMENT DIRECTOR REVIEW:Jay Henthorne, Director of Public Safety/Chief of Police 4/30/2025 OTHER DEPARTMENT REVIEW: CITY MANAGER REVIEW: Katie Rodriguez, City Manager 5/6/2025 ITEM FOR COUNCIL CONSIDERATION: Consider the approval of an agreement with the City of Bloomington for the provision of food, pools, lodging, therapeutic massage and body art establishment inspection services for the City of Richfield for 2026. EXECUTIVE SUMMARY: The City of Bloomington and the City of Richfield have had a contract for over 33 years for Bloomington Environmental Health to provide inspection and enforcement services in the areas of food, beverage, lodging, therapeutic massage, body art and public swimming pools along with plan check work for food services to Richfield. The proposed contract for 2026 for these services will be $170,600 compared to the 2024 contract amount of $164,800. This is a 3.52% increase over the dollar amount paid to Bloomington in 2025. The increase is tied to increased benefit costs and staff salaries. RECOMMENDED ACTION: By motion: Approve the agreement with the City of Bloomington for the provision of food, pools and lodging inspection services for Richfield for 2026. BASIS OF RECOMMENDATION: A.HISTORICAL CONTEXT Contained in the Executive Summary. B.EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS The Richfield Police Department is committed to ensuring equity and inclusivity in our work. In some instances, equity considerations may not directly apply; however, staff preparation and review of reports will always consider DEI principles. C.POLICIES (resolutions, ordinances, regulations, statutes, exc): The City of Bloomington has sufficient resources to provide a professional level of inspection services to Richfield residents. Annual evaluations of their services have shown they are providing efficient services in a cost-effective manner. D.CRITICAL TIMING ISSUES: There are no critical timing issues. E.FINANCIAL IMPACT: A 3.52% budget increase has been communicated to Richfield by Bloomington so the amount of $170,600 has been captured in Richfield's 2026 budget. F.LEGAL CONSIDERATION: The City Attorney has reviewed the contract and has approved of it and its contents. ALTERNATIVE RECOMMENDATION(S): The Council could decide to have Richfield provide it's own food service inspections, beverage and lodging and the public swimming pools inspections and plan to check food services; however, the State would have to approve this change and would likely be concerned about staffing, response and capacity issues. The cost of hiring the necessary staff to provide the same level of services and administrative support would be more than the current expenditures and would require a significant budget increase. PRINCIPAL PARTIES EXPECTED AT MEETING: ATTACHMENTS: Description Type 2026 FPL Service Agreement Contract/Agreement Agreement Id: 2025-0292 AGREEMENT BETWEEN THE CITIES OF BLOOMINGTON, MINNESOTA AND RICHFIELD, MINNESOTA FOR INSPECTIONS OF FOOD AND BEVERAGE, LODGING, THERAPEUTIC MASSAGE AND BODY ART ESTABLISHMENTS, AND PUBLIC SWIMMING POOLS This Agreement is made on _________________, 2025, by and between the City of Richfield, a Minnesota municipal corporation located at 6700 Portland Avenue, Richfield, Minnesota 55423 (hereinafter referred to as "Richfield") and the City of Bloomington, a Minnesota municipal corporation located at 1800 West Old Shakopee Road, Bloomington, Minnesota 55431 (hereinafter referred to as "Bloomington"). RECITALS WHEREAS, Richfield is authorized and empowered to provide for various types of environmental health inspections and code enforcement to ensure the public health, welfare and safety; and WHEREAS, it is the desire of the parties and the purpose of this agreement that certain of such services be performed by Bloomington on behalf of Richfield. NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth below, the above parties hereto agree as follows: 1. The term of this Agreement shall be from January 1, 2026 through December 3l, 2026, subject to termination as provided in Paragraph 6. 2. For the term of this Agreement, Bloomington shall provide the following services: a. Food establishment inspections and code enforcement, as necessary. i. “High risk” food service establishments (license Types I and II) and all schools will be inspected a minimum of two (2) times per year. ii. All other food establishments (license Types III, IV, and V, excluding schools) will be inspected a minimum of one (1) time per year. b. Plan check and preopening construction inspections for new and remodeled food, lodging, therapeutic massage and body art establishments. c. All public swimming pools inspected at least once (1) per year with a goal of two (2) inspections per year. This is in addition to an opening inspection of all outdoor public pools at the beginning of the summer swimming season. 2 d. All lodging establishments inspected at least once (1) per year. e. All therapeutic massage and body art establishments inspected at least once (1) per year. f. Investigation and resolution of complaints associated with food, lodging, therapeutic massage and body art establishments and public swimming pools. 3. Bloomington shall have control over the manner in which the inspections, plan review and code enforcement activities are conducted and over the determination of what enforcement action is appropriate and consistent with Richfield City Code Sections 617, 618, 619, 630 and 1188, and other applicable policies and ordinances as established by Richfield. 4. Bloomington shall assume the expense of performing the inspections and code enforcement. 5. In 2026, Richfield shall pay Bloomington the sum of ONE HUNDRED SEVENTY THOUSAND SIX HUNDRED AND NO/100 DOLLARS ($170,600.00) for services provided pursuant to this Agreement. One-half of this amount shall be due on June 30, 2026, and the remainder shall be due on November 30, 2026. 6. Either party may terminate this Agreement as follows: a. Upon the expiration of ninety (90) days after service of written notice upon the other party; or b. At any time, upon mutual agreement of the parties. 7. In the event of a termination prior to December 3l, 2026, a monthly pro rata reduction of the compensation owed by Richfield to Bloomington shall occur which reflects the period remaining on the Agreement at the time of termination. 8. To the fullest extent allowed by law, Bloomington agrees to defend, indemnify and hold harmless Richfield, and its officers, officials, agents and employees from and against all claims, actions, damages, losses and expenses arising out of or resulting from Bloomington's performance of the duties required under this Agreement, provided that any such claim, action, damage, loss or expense is attributable to bodily injury, sickness, disease, or death or to the injury to or destruction of property including the loss of use resulting therefrom and is caused in whole or in part by any negligent act or omission or willful misconduct of Bloomington, its guests, invitees, members, officers, officials, agents, employees, volunteers, representatives and/or subcontractors. This 3 provision shall not be construed as a waiver by of any defenses, immunities or limitations on liability to which Bloomington is entitled. This obligation survives termination of this Agreement. 9. To the fullest extent allowed by law, Richfield agrees to defend, indemnify and hold harmless Bloomington, and its officers, officials, agents and employees from and against all claims, actions, damages, losses and expenses arising out of or resulting from Richfield’s performance of the duties required under this Agreement, provided that any such claim, action, damage, loss or expense is attributable to bodily injury, sickness, disease, or death or to the injury to or destruction of property including the loss of use resulting therefrom and is caused in whole or in part by any negligent act or omission or willful misconduct of Richfield, its guests, invitees, members, officers, officials, agents, employees, volunteers, representatives and/or subcontractors. This provision shall not be construed as a waiver of any defenses, immunities or limitations on liability to which Richfield is entitled. This obligation survives termination of this Agreement. 10. Bloomington shall carry municipal liability insurance in the amount of at least $500,000 per individual and $1,500,000 per occurrence. Bloomington shall carry property damage liability insurance in the amount of $100,000. Richfield shall be named as an additional insured on Bloomington’s municipal liability policy and a certificate of said insurance shall be provided to Richfield upon request. Bloomington shall carry Worker's Compensation Insurance as required by Minnesota Statutes, Section 176.181, Subd. 2 and further agrees to provide a certificate of said insurance to Richfield upon request. 11. Any employee assigned by Bloomington to perform its obligations hereunder shall remain the exclusive employee of Bloomington for all purposes including, but not limited to, wages, salary and employee benefits. 12. In addition to the services listed in Paragraph 2 above, Bloomington shall, upon request, also provide for and on behalf of Richfield elevated blood lead case management and enforcement. Such services shall be paid for by Richfield at the hourly rate of $75.00 per hour plus the direct cost of all laboratory sample analysis incurred by Bloomington, and said hourly rate shall be separate from, and in addition to, the payment provided for by Paragraph 5 of this Agreement. All other provisions of this Agreement shall remain applicable with respect to the lead assessment services being provided. 13. It is agreed that nothing herein contained is intended or should be construed in any manner as creating or establishing the relationship of co-partners between the parties hereto or as constituting 4 the persons employed by Bloomington as the agent, representative or employee of Richfield for any purpose or in any manner whatsoever. Bloomington is to be and shall remain an independent contractor with respect to all services performed under this contract. Bloomington represents that it has, or will secure at its own expense, all personnel required in performing services under this contract. Any and all personnel of Bloomington or other persons, while engaged in the performance of any work or services required by Richfield under this contract, shall not be considered employees of Richfield. Any and all claims that may or might arise under the Workers' Compensation Act of the State of Minnesota on behalf of Bloomington personnel or other persons while so engaged, and any and all claims whatsoever on behalf of any such person or personnel arising out of employment or alleged employment including, without limitation, claims of discrimination against Bloomington, its officers, officials, agents, or employees shall in no way be the responsibility of Richfield. Bloomington shall defend, indemnify and hold Richfield, its guests, invitees, members, officers, officials, agents, volunteers, representatives and/or subcontractors harmless from any and all such claims regardless of any determination of any pertinent tribunal, agency, board, commission or court. Bloomington personnel and other persons working on its behalf shall not require nor be entitled to any compensation, rights or benefits of any kind whatsoever from Richfield, including, without limitation, tenure rights, medical and hospital care, sick and vacation leave, Workers' Compensations, Unemployment Compensation, disability, severance pay and PERA. 14. The books, records, documents, and accounting procedures of Bloomington relevant to this Agreement, are subject to examination by Richfield and either the legislative or state auditor as appropriate, pursuant to Minnesota Statutes, Section 16C.05, Subd. 5. 15. This Agreement represents the entire Agreement between Bloomington and Richfield and supersedes and cancels any and all prior agreements or proposals, written or oral, between the parties relating to the subject matter hereof, any amendments, addenda, alterations, or modifications to the terms and conditions of this Agreement shall be in writing and signed by both parties. 16. Bloomington and Richfield agree to comply with the Americans with Disabilities Act (ADA) including all applicable provisions of Title II – Public Services and in accordance with 28 C.F.R. Part 35 Subpart B – Section 35.130 of the US Department of Justice Regulations, Section 504 of the Rehabilitation Act of 1973 (Section 504), and not discriminate on the basis of disability in the admission or access to, or treatment of employment in its services, programs, or activities. Bloomington agrees to hold harmless and indemnify Richfield from costs, including but 5 not limited to damages, attorney's fees and staff time, in any action or proceeding brought alleging a violation of ADA and/or Section 504 caused by Bloomington. Upon request, accommodation will be provided to allow individuals with disabilities to participate in all services, programs and activities. Bloomington agrees to utilize its own auxiliary aid or service in order to comply with ADA requirements for effective communication with people with disabilities. Richfield has designated coordinators to facilitate compliance with the Americans with Disabilities Act of 1990, as required by 28 C.F.R. Part 35 Subpart B - Section 35.107 of the U.S. Department of Justice regulations, and to coordinate compliance with Section 504, as mandated by Section 8.53 of the U.S. Department of Housing and Urban Development regulations. 17. Bloomington and Richfield agree to submit all claims, disputes and other matters in question between the parties arising out of or relating to this Agreement to mediation. The mediation shall be conducted through the Conflict Resolution Center, 2101 Hennepin Avenue South; Suite 100, Minneapolis, Minnesota, 55405. The parties shall decide whether mediation will be binding or non- binding. If the parties cannot reach agreement, mediation will be non-binding. In the event mediation is unsuccessful, either party may exercise its legal or equitable remedies and may commence such action prior to the expiration of the applicable statutes of limitations. 18. Both parties agree to comply with all applicable state, federal and local laws, rules and regulations. 6 IN WITNESS WHEREOF, the parties have set forth their hands on the day and year first written above. CITY OF BLOOMINGTON, MINNESOTA DATED:___________________________ BY:________________________________ Its City Manager Reviewed and approved by the City Attorney. __________________________________ City Attorney CITY OF RICHFIELD, MINNESOTA DATED:___________________________ BY:________________________________ Its Mayor DATED:___________________________ BY:________________________________ Its City Manager AGENDA SECTION:CONSENT CALENDAR AGENDA ITEM #5.E. STAFF REPORT NO. 58 CITY COUNCIL MEETING 5/13/2025 REPORT PREPARED BY:Jake Whipple, Civil Engineer DEPARTMENT DIRECTOR REVIEW:Kristin Asher, Public Works Director 5/6/2025 OTHER DEPARTMENT REVIEW: CITY MANAGER REVIEW: Katie Rodriguez, City Manager 5/7/2025 ITEM FOR COUNCIL CONSIDERATION: Consider approval of the bid tabulation and authorize the Mayor and City Manager to execute a contract with New Look Contracting Inc., for the 70th Street Safe Routes to School project in the amount of $624,672.75, and authorize the City Manager to approve contract changes up to $175,000 without further City Council consideration. EXECUTIVE SUMMARY: The City has received funding from MNDOT's Safe Routes to School program to construct approximately 1000' of sidewalk and bike trail along the south side of 70th Street between Elliot and 12th Avenue S within City right- of-way. This project is located north of Richfield STEM and Dual Language Schools. This project will improve safety for pedestrians and multi-modal users. RECOMMENDED ACTION: By Motion: Approve the bid tabulation and authorize the Mayor and City Manager to execute a contract with New Look Contracting Inc., for the Safe Routes to School 70th Street Reconstruction project in the amount of $624,672.75; and Authorize the City Manager to approve contract changes up to $175,000 without further City Council consideration. BASIS OF RECOMMENDATION: A.HISTORICAL CONTEXT See executive summary. B.EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS Equity: Executing an agreement like this is standard city business. The Safe Routes to School program as a whole advances equity by creating improved non-motorized routes to school that help promote active transportation and provide alternative forms of transportation for students to get to school on time and ready to learn. Narrowing the roadway reduces the speed of drivers making it safer for non-motorized persons to cross the streets. Strategic Plan: Authorizing this agreement will drive progress towards sustainable infrastructure financing and climate resilience by leveraging availability of state-funded grant programs to improve active transportation infrastructure within the city. C.POLICIES (resolutions, ordinances, regulations, statutes, exc): Contracts estimated to have a value over $175,000 must be made by sealed bids, solicited by public notice, and awarded to the lowest responsible bidder. This project is identified in the City's Pedestrian Master Plan. D.CRITICAL TIMING ISSUES: Public Works staff is in communications with the prospective contractor about the project schedule. Award of the contract at the May 13, 2025 City Council meeting will allow the contractor to begin ordering construction materials and will ensure project completion by the end of Summer 2025, ideally prior to the start of the 2025-26 school year. E.FINANCIAL IMPACT: 8 were opened and read aloud at the bid opening on May 6, 2025, ranging from $624,672.75 to $903,927.95. The engineer's estimate for the Project was $705,149.00. Funding for the Safe Routes to School project will come primarily from MNDOT's Safe Routes to School grant funding account. The original amount of the grant award from State Aid was $586,225. The actual award will be for $534,197.75, based on the low bid and covering grant participating items. During design certain storm sewer items were deemed not eligible for grant reimbursement. Therefore those portions of the construction costs will be paid for by the Stormwater Utility Fund. Design and engineering are not eligible uses of the Safe Routes to School grant funding. These portions of the project are being paid using Municipal Sate Aid Funding. Sources and Uses for the project are attached. F.LEGAL CONSIDERATION: The bid opening held on May 6, 2025 was in accordance with legal requirements. The ad for bid was published on April 17, 2025 in the Sun Current. The City Attorney will review the final construction contract prior to execution by the Mayor and City Manager. ALTERNATIVE RECOMMENDATION(S): None PRINCIPAL PARTIES EXPECTED AT MEETING: None ATTACHMENTS: Description Type Bid Tabulation Backup Material Sources and Uses Summary Backup Material CITY OF RICHFIELD, MINNESOTA Bid Opening May 6, 2025 2:00 p.m. PROJECT: 70th Street Reconstruction Safe Routes to School Bid Letting Bid No.: 2025-01 Pursuant to requirements of Resolution No. 1015 and the City Code, a meeting of the administrative staff was called by City Clerk Friedrich who announced the purpose of the meeting was to receive; open and read aloud bids for the 70th Street Reconstruction SRTS Bid Letting, as advertised in the official newspaper on April 17, 2025. Present: Michelle Friedrich, City Clerk Jake Whipple, Civil Engineer Matt Hardegger, Transportation Engineer Joe Powers, City Engineer Scott Kulzer, Senior Analyst The following bids were submitted and read aloud: Bidder’s Name Bond Non- Collusion Intent to Comply Responsible Contractor Certificate Total Base Bid New Look Contracting, Inc. Provided Provided Provided Provided $624,672.75 ICON, LLC Provided Provided Provided Provided $627,569.50 Valley Paving, Inc. Provided Provided Provided Provided $664,176.90 Northwest Provided Provided Provided Provided $689,007.00 Park Construction Company Provided Provided Provided Provided $734,588.22 Ti-Zack Concrete, LLC Provided Provided Provided Provided $756,387.86 GMH Asphalt Corporation Provided Provided Provided Provided $786,379.15 Urban Companies Provided Provided Provided Provided $880,486.00 JL Theis, Inc. Provided Provided Provided Provided $903,927.95 City Clerk Friedrich noted the bids would be tabulated and considered at the May 13, 2025 City Council Meeting. _______________________ Michelle Friedrich, City Clerk 70th Street Reconstruction Safe Routes to School (#9622033) Owner: Richfield, MN City of Solicitor: Richfield, MN City of 05/06/2025 02:00 PM CDT Engineer Estimate New Look Contracting, Inc.ICON, LLC Valley Paving, Inc Northwest Park Construction Company Section TitleLine Item Item Code Item Description UofM Quantity Unit Price Extension Unit Price Extension Unit Price Extension Unit Price Extension Unit Price Extension Unit Price Extension BASE BID SECTION - REQUIRED COMPLETION $0.00 $624,672.75 $627,569.50 $664,176.90 $689,007.00 $734,588.22 1 2021.501 MOBILIZATION LS 1 $34,500.00 $34,500.00 $50,000.00 $50,000.00 $32,000.00 $32,000.00 $30,850.58 $30,850.58 $124,500.00 $124,500.00 2 2104.502 REMOVE DRAINAGE STRUCTURE EA 10 $1,000.00 $10,000.00 $400.00 $4,000.00 $700.00 $7,000.00 $850.00 $8,500.00 $364.00 $3,640.00 3 2104.502 REMOVE CASTING EA 21 $350.00 $7,350.00 $50.00 $1,050.00 $190.00 $3,990.00 $145.00 $3,045.00 $245.00 $5,145.00 4 2104.502 REMOVE GATE VALVE & BOX EA 1 $950.00 $950.00 $50.00 $50.00 $1,750.00 $1,750.00 $1,450.00 $1,450.00 $520.00 $520.00 5 2104.502 SALVAGE SIGN TYPE C EA 13 $180.00 $2,340.00 $50.00 $650.00 $175.00 $2,275.00 $42.00 $546.00 $36.10 $469.30 6 2104.503 SAWING BITUMINOUS PAVEMENT (FULL DEPTH)LF 442 $3.75 $1,657.50 $1.00 $442.00 $2.00 $884.00 $4.00 $1,768.00 $1.85 $817.70 7 2104.503 REMOVE SEWER PIPE (STORM)LF 143 $35.00 $5,005.00 $20.00 $2,860.00 $24.00 $3,432.00 $24.00 $3,432.00 $13.50 $1,930.50 8 2104.503 REMOVE CURB & GUTTER LF 1520 $5.00 $7,600.00 $6.00 $9,120.00 $10.00 $15,200.00 $9.25 $14,060.00 $6.75 $10,260.00 9 2104.504 REMOVE BITUMINOUS PAVEMENT SY 3699 $5.00 $18,495.00 $3.00 $11,097.00 $5.20 $19,234.80 $3.90 $14,426.10 $6.30 $23,303.70 10 2104.504 REMOVE BITUMINOUS DRIVEWAY PAVEMENT SY 261 $15.00 $3,915.00 $3.00 $783.00 $12.00 $3,132.00 $8.20 $2,140.20 $14.20 $3,706.20 11 2104.504 REMOVE CONCRETE DRIVEWAY PAVEMENT SY 99 $25.00 $2,475.00 $5.00 $495.00 $26.00 $2,574.00 $12.00 $1,188.00 $17.20 $1,702.80 12 2104.504 REMOVE CONCRETE WALK SF 7973 $1.00 $7,973.00 $1.50 $11,959.50 $1.40 $11,162.20 $1.25 $9,966.25 $1.40 $11,162.20 13 2106.507 EXCAVATION - COMMON (EV) (P)CY 796 $16.00 $12,736.00 $20.00 $15,920.00 $39.00 $31,044.00 $32.58 $25,933.68 $70.80 $56,356.80 14 2106.507 EXCAVATION - SUBGRADE (EV)CY 79 $16.00 $1,264.00 $1.00 $79.00 $39.00 $3,081.00 $36.00 $2,844.00 $33.00 $2,607.00 15 2106.507 SELECT GRANULAR EMBANKMENT (CV) (EXTRA SUBCUT)CY 79 $15.00 $1,185.00 $1.00 $79.00 $50.00 $3,950.00 $42.50 $3,357.50 $49.40 $3,902.60 16 2106.507 COMMON EMBANKMENT (CV) (P)CY 310 $30.00 $9,300.00 $5.00 $1,550.00 $19.00 $5,890.00 $20.00 $6,200.00 $37.50 $11,625.00 17 2108.504 GEOTEXTILE FABRIC TYPE 5 SY 236 $2.50 $590.00 $2.00 $472.00 $1.50 $354.00 $5.20 $1,227.20 $3.85 $908.60 18 2123.61 STREET SWEEPER (WITH PICKUP BROOM)HR 40 $1.00 $40.00 $150.00 $6,000.00 $190.00 $7,600.00 $190.00 $7,600.00 $191.00 $7,640.00 19 2130.523 WATER FOR DUST CONTROL MGAL 100 $1.00 $100.00 $1.00 $100.00 $0.01 $1.00 $40.00 $4,000.00 $57.40 $5,740.00 20 2211.509 AGGREGATE BASE (CV) CLASS 5 TON 1509 $18.00 $27,162.00 $35.00 $52,815.00 $33.00 $49,797.00 $28.30 $42,704.70 $1.00 $1,509.00 21 2232.504 MILL BITUMINOUS SURFACE (2.0")SY 2545 $3.50 $8,907.50 $4.00 $10,180.00 $3.50 $8,907.50 $4.20 $10,689.00 $3.70 $9,416.50 22 2357.506 BITUMINOUS MATERIAL FOR TACK COAT GAL 663 $1.25 $828.75 $2.00 $1,326.00 $2.00 $1,326.00 $4.50 $2,983.50 $3.10 $2,055.30 23 2360.509 TYPE SP 9.5 BITUMINOUS WEARING COURSE MIXTURE (3.B)TON 633 $110.00 $69,630.00 $95.00 $60,135.00 $102.00 $64,566.00 $95.35 $60,356.55 $92.40 $58,489.20 24 2360.509 TYPE SP 12.5 BITUMINOUS NON WEARING COURSE MIXTURE (3.B)TON 314 $110.00 $34,540.00 $95.00 $29,830.00 $113.00 $35,482.00 $98.45 $30,913.30 $88.70 $27,851.80 25 2401.508 REINFORCEMENT BARS (EPOXY COATED)LB 128 $5.50 $704.00 $10.00 $1,280.00 $3.00 $384.00 $6.00 $768.00 $5.15 $659.20 26 2503.503 12" RC PIPE SEWER DES 3006 CL V LF 293 $96.00 $28,128.00 $65.00 $19,045.00 $90.00 $26,370.00 $69.60 $20,392.80 $84.70 $24,817.10 27 2503.602 CONNECT TO EXISTING STORM SEWER EA 3 $1,100.00 $3,300.00 $1,500.00 $4,500.00 $900.00 $2,700.00 $850.00 $2,550.00 $2,250.00 $6,750.00 28 2503.602 CONNECT INTO EXISTING DRAINAGE STRUCTURE EA 3 $1,250.00 $3,750.00 $1,500.00 $4,500.00 $1,350.00 $4,050.00 $850.00 $2,550.00 $2,250.00 $6,750.00 29 2504.602 ADJUST VALVE BOX EA 11 $1,000.00 $11,000.00 $500.00 $5,500.00 $730.00 $8,030.00 $495.00 $5,445.00 $580.00 $6,380.00 30 2504.602 4" GATE VALVE & BOX EA 1 $7,500.00 $7,500.00 $4,000.00 $4,000.00 $5,700.00 $5,700.00 $4,634.85 $4,634.85 $8,030.00 $8,030.00 31 2504.604 4-INCH POLYSTYRENE INSULATION SY 4 $62.00 $248.00 $50.00 $200.00 $86.00 $344.00 $62.50 $250.00 $260.00 $1,040.00 32 2506.502 CASTING ASSEMBLY R-1733 EA 2 $850.00 $1,700.00 $1,000.00 $2,000.00 $1,300.00 $2,600.00 $725.00 $1,450.00 $1,480.00 $2,960.00 33 2506.503 CASTING ASSEMBLY R-3067V EA 15 $850.00 $12,750.00 $1,000.00 $15,000.00 $900.00 $13,500.00 $696.00 $10,440.00 $886.00 $13,290.00 34 2506.602 CONSTRUCT DRAINAGE STRUCTURE DESIGN 2X3 EA 6 $2,950.00 $17,700.00 $4,000.00 $24,000.00 $2,850.00 $17,100.00 $2,533.35 $15,200.10 $2,840.00 $17,040.00 35 2506.503 CONST DRAINAGE STRUCTURE DES 48-4020 EA 2 $5,000.00 $10,000.00 $6,000.00 $12,000.00 $4,750.00 $9,500.00 $3,860.82 $7,721.64 $5,080.00 $10,160.00 36 2506.602 ADJUST FRAME & RING CASTING EA 4 $1,350.00 $5,400.00 $800.00 $3,200.00 $1,300.00 $5,200.00 $500.00 $2,000.00 $1,170.00 $4,680.00 37 2521.518 4" CONCRETE WALK SF 5115 $6.25 $31,968.75 $7.00 $35,805.00 $7.00 $35,805.00 $8.45 $43,221.75 $7.25 $37,083.75 38 2521.518 4" COLORED CONCRETE WALK SF 5619 $9.50 $53,380.50 $10.00 $56,190.00 $10.00 $56,190.00 $12.19 $68,495.61 $10.90 $61,247.10 39 2521.518 6" CONCRETE WALK SF 2551 $16.25 $41,453.75 $13.00 $33,163.00 $16.00 $40,816.00 $16.32 $41,632.32 $14.90 $38,009.90 40 2531.503 CONCRETE CURB & GUTTER DESIGN B618 LF 1670 $25.50 $42,585.00 $35.00 $58,450.00 $25.00 $41,750.00 $26.50 $44,255.00 $26.50 $44,255.00 41 2545.503 2" NON-METALLIC CONDUIT LF 83 $12.00 $996.00 $10.00 $830.00 $35.00 $2,905.00 $52.00 $4,316.00 $10.50 $871.50 42 2531.504 6" CONCRETE DRIVEWAY PAVEMENT SY 96 $75.00 $7,200.00 $100.00 $9,600.00 $60.00 $5,760.00 $103.40 $9,926.40 $89.80 $8,620.80 43 2531.618 TRUNCATED DOMES SF 268 $58.00 $15,544.00 $50.00 $13,400.00 $57.00 $15,276.00 $74.00 $19,832.00 $72.10 $19,322.80 44 2563.601 TRAFFIC CONTROL LS 1 $12,000.00 $12,000.00 $5,000.00 $5,000.00 $8,300.00 $8,300.00 $22,500.00 $22,500.00 $4,580.00 $4,580.00 45 2564.502 INSTALL SIGN TYPE C EA 23 $221.00 $5,083.00 $100.00 $2,300.00 $215.00 $4,945.00 $69.00 $1,587.00 $67.00 $1,541.00 46 2564.518 SIGN PANELS TYPE C SF 91 $35.00 $3,185.00 $80.00 $7,280.00 $35.00 $3,185.00 $82.00 $7,462.00 $79.30 $7,216.30 47 2573.502 STORM DRAIN INLET PROTECTION EA 28 $150.00 $4,200.00 $50.00 $1,400.00 $170.00 $4,760.00 $185.00 $5,180.00 $204.00 $5,712.00 48 2573.503 SEDIMENT CONTROL LOG TYPE COMPOST LF 1668 $4.75 $7,923.00 $3.00 $5,004.00 $3.00 $5,004.00 $5.00 $8,340.00 $3.20 $5,337.60 49 2573.602 TEMPORARY ROCK CONSTRUCTION ENTRANCE EA 8 $1.00 $8.00 $1.00 $8.00 $1.00 $8.00 $1,500.00 $12,000.00 $0.01 $0.08 50 2574.508 FERTILIZER TYPE 3 LB 132 $1.50 $198.00 $2.00 $264.00 $1.30 $171.60 $1.20 $158.40 $1.25 $165.00 51 2575.505 SEEDING ACRE 0.66 $2,000.00 $1,320.00 $13,000.00 $8,580.00 $9,500.00 $6,270.00 $2,950.00 $1,947.00 $1,050.00 $693.00 52 2575.508 HYDRAULIC STABILIZED FIBER MATRIX LB 1476 $1.75 $2,583.00 $2.00 $2,952.00 $1.65 $2,435.40 $2.90 $4,280.40 $1.60 $2,361.60 53 2575.508 SEED MIXTURE TURFGRASS LB 131 $5.00 $655.00 $5.00 $655.00 $5.50 $720.50 $7.00 $917.00 $5.35 $700.85 54 2582.503 6" SOLID LINE PAINT LF 2615 $1.00 $2,615.00 $1.00 $2,615.00 $0.90 $2,353.50 $1.37 $3,582.55 $0.84 $2,196.60 55 2582.503 6" BROKEN LINE PAINT LF 260 $1.00 $260.00 $1.00 $260.00 $0.90 $234.00 $1.37 $356.20 $0.84 $218.40 56 2582.503 6" DOTTED LINE PAINT LF 106 $1.00 $106.00 $1.00 $106.00 $0.90 $95.40 $1.37 $145.22 $0.84 $89.04 57 2582.503 PAVEMENT MESSAGE MULTI COMP GR IN SF 186 $26.00 $4,836.00 $20.00 $3,720.00 $21.00 $3,906.00 $36.00 $6,696.00 $20.90 $3,887.40 58 2582.518 CROSSWALK PREF THERMO GR IN ESR (WHITE)SF 756 $17.00 $12,852.00 $15.00 $11,340.00 $14.00 $10,584.00 $19.45 $14,704.20 $13.60 $10,281.60 59 2582.518 CROSSWALK PREF THERMO GR IN ESR (GREEN)SF 162 $18.50 $2,997.00 $15.00 $2,430.00 $16.00 $2,592.00 $24.00 $3,888.00 $14.70 $2,381.40 Base Bid Total:$0.00 $624,672.75 $627,569.50 $664,176.90 $689,007.00 $734,588.22 Ti-Zack Concrete, LLC GMH Asphalt Corporation Urban Companies JL Theis, Inc. Unit Price Extension Unit Price Extension Unit Price Extension Unit Price Extension $756,387.86 $786,379.15 $880,486.00 $903,927.95 $44,500.20 $44,500.20 $95,041.00 $95,041.00 $60,000.00 $60,000.00 $77,323.00 $77,323.00 $643.53 $6,435.30 $737.00 $7,370.00 $1,000.00 $10,000.00 $600.00 $6,000.00 $168.29 $3,534.09 $561.00 $11,781.00 $750.00 $15,750.00 $212.00 $4,452.00 $6,420.08 $6,420.08 $1,206.00 $1,206.00 $1,000.00 $1,000.00 $344.00 $344.00 $38.50 $500.50 $37.05 $481.65 $50.00 $650.00 $55.00 $715.00 $5.50 $2,431.00 $2.98 $1,317.16 $10.00 $4,420.00 $3.00 $1,326.00 $29.44 $4,209.92 $14.65 $2,094.95 $50.00 $7,150.00 $34.00 $4,862.00 $6.98 $10,609.60 $9.50 $14,440.00 $15.00 $22,800.00 $13.00 $19,760.00 $8.41 $31,108.59 $5.00 $18,495.00 $15.00 $55,485.00 $24.00 $88,776.00 $13.54 $3,533.94 $11.00 $2,871.00 $15.00 $3,915.00 $18.00 $4,698.00 $17.85 $1,767.15 $22.00 $2,178.00 $15.00 $1,485.00 $18.00 $1,782.00 $1.77 $14,112.21 $1.00 $7,973.00 $2.50 $19,932.50 $2.00 $15,946.00 $53.28 $42,410.88 $53.00 $42,188.00 $60.00 $47,760.00 $55.00 $43,780.00 $89.47 $7,068.13 $52.00 $4,108.00 $30.00 $2,370.00 $55.00 $4,345.00 $69.89 $5,521.31 $43.20 $3,412.80 $30.00 $2,370.00 $67.00 $5,293.00 $68.40 $21,204.00 $11.80 $3,658.00 $30.00 $9,300.00 $12.00 $3,720.00 $4.54 $1,071.44 $4.75 $1,121.00 $10.00 $2,360.00 $4.00 $944.00 $60.50 $2,420.00 $185.00 $7,400.00 $200.00 $8,000.00 $77.00 $3,080.00 $1.10 $110.00 $85.00 $8,500.00 $0.01 $1.00 $45.00 $4,500.00 $46.84 $70,681.56 $30.00 $45,270.00 $40.00 $60,360.00 $54.00 $81,486.00 $5.94 $15,117.30 $5.50 $13,997.50 $3.20 $8,144.00 $9.50 $24,177.50 $2.23 $1,478.49 $5.00 $3,315.00 $2.40 $1,591.20 $4.93 $3,268.59 $88.00 $55,704.00 $99.70 $63,110.10 $92.00 $58,236.00 $82.90 $52,475.70 $85.80 $26,941.20 $93.00 $29,202.00 $89.70 $28,165.80 $80.90 $25,402.60 $18.87 $2,415.36 $2.12 $271.36 $10.00 $1,280.00 $6.00 $768.00 $95.77 $28,060.61 $91.80 $26,897.40 $100.00 $29,300.00 $88.00 $25,784.00 $1,185.45 $3,556.35 $2,441.00 $7,323.00 $1,000.00 $3,000.00 $2,800.00 $8,400.00 $1,453.67 $4,361.01 $2,441.00 $7,323.00 $1,000.00 $3,000.00 $2,800.00 $8,400.00 $150.00 $1,650.00 $1,070.00 $11,770.00 $1,000.00 $11,000.00 $677.00 $7,447.00 $8,184.68 $8,184.68 $8,827.00 $8,827.00 $7,500.00 $7,500.00 $7,000.00 $7,000.00 $106.59 $426.36 $282.00 $1,128.00 $100.00 $400.00 $88.00 $352.00 $715.00 $1,430.00 $1,727.00 $3,454.00 $1,250.00 $2,500.00 $1,250.00 $2,500.00 $715.00 $10,725.00 $1,218.00 $18,270.00 $1,250.00 $18,750.00 $1,300.00 $19,500.00 $2,600.16 $15,600.96 $3,073.00 $18,438.00 $3,500.00 $21,000.00 $3,400.00 $20,400.00 $3,848.81 $7,697.62 $5,504.00 $11,008.00 $4,000.00 $8,000.00 $5,500.00 $11,000.00 $441.75 $1,767.00 $1,196.00 $4,784.00 $1,250.00 $5,000.00 $600.00 $2,400.00 $7.01 $35,856.15 $7.40 $37,851.00 $8.00 $40,920.00 $8.15 $41,687.25 $10.29 $57,819.51 $10.35 $58,156.65 $11.00 $61,809.00 $11.14 $62,595.66 $12.90 $32,907.90 $16.85 $42,984.35 $18.00 $45,918.00 $17.02 $43,418.02 $51.44 $85,904.80 $27.25 $45,507.50 $32.00 $53,440.00 $42.00 $70,140.00 $27.50 $2,282.50 $15.20 $1,261.60 $25.00 $2,075.00 $25.00 $2,075.00 $101.91 $9,783.36 $67.60 $6,489.60 $74.00 $7,104.00 $130.00 $12,480.00 $53.55 $14,351.40 $56.10 $15,034.80 $61.00 $16,348.00 $56.00 $15,008.00 $4,895.00 $4,895.00 $25,000.00 $25,000.00 $20,000.00 $20,000.00 $6,320.00 $6,320.00 $71.50 $1,644.50 $68.80 $1,582.40 $75.00 $1,725.00 $85.00 $1,955.00 $84.70 $7,707.70 $81.50 $7,416.50 $87.00 $7,917.00 $97.00 $8,827.00 $165.00 $4,620.00 $167.00 $4,676.00 $350.00 $9,800.00 $188.00 $5,264.00 $3.30 $5,504.40 $2.28 $3,803.04 $10.00 $16,680.00 $4.00 $6,672.00 $1.10 $8.80 $0.01 $0.08 $200.00 $1,600.00 $700.00 $5,600.00 $1.10 $145.20 $1.35 $178.20 $3.00 $396.00 $2.00 $264.00 $8,800.00 $5,808.00 $1,114.00 $735.24 $20,000.00 $13,200.00 $678.00 $447.48 $1.10 $1,623.60 $1.68 $2,479.68 $1.50 $2,214.00 $2.90 $4,280.40 $5.50 $720.50 $5.70 $746.70 $50.00 $6,550.00 $12.00 $1,572.00 $0.88 $2,301.20 $0.99 $2,588.85 $1.50 $3,922.50 $1.95 $5,099.25 $0.88 $228.80 $0.99 $257.40 $1.50 $390.00 $1.95 $507.00 $0.88 $93.28 $0.99 $104.94 $1.50 $159.00 $1.95 $206.70 $22.00 $4,092.00 $24.65 $4,584.90 $34.50 $6,417.00 $21.15 $3,933.90 $14.30 $10,810.80 $16.00 $12,096.00 $21.30 $16,102.80 $14.15 $10,697.40 $15.51 $2,512.62 $17.40 $2,818.80 $23.60 $3,823.20 $15.25 $2,470.50 $756,387.86 $786,379.15 $880,486.00 $903,927.95 70th Street SRTS Project Richfield Project No. SAP Nos. 157‐113‐008 Sources and Uses Tracking Council Action Grant Application Engineers Estimate Contract Award February 2024 April 2025 May 2025 Estimated Uses: Design $104,042 $94,267 $94,267 Construction $586,225 $705,149 $624,673 Change Orders $0 $0 $0 Right of Way $1,000 $0 $0 Legal $1,000 $1,000 $1,000 Construction Admin/Engineering/Staff $40,000 $50,000 $50,000 Contingency $73,227 $14,103 $12,493 10% Contingency 2% Contingency 2% Contingency Total Uses $805,494 $864,519 $782,433 Sources: SRTS Grant $586,225 $586,225 $534,197 MSA $220,000 $200,000 $160,000 Stormwater Utility Fund $84,050 $90,476 Total Sources $806,225 $870,275 $784,673 Difference $731 $5,756 $2,239 Notes Low Risk Medium Risk High Risk AGENDA SECTION:CONSENT CALENDAR AGENDA ITEM #5.F. STAFF REPORT NO. 59 CITY COUNCIL MEETING 5/13/2025 REPORT PREPARED BY:Matt Hardegger, Transportation Engineer DEPARTMENT DIRECTOR REVIEW:Kristin Asher, Public Works Director 5/6/2025 OTHER DEPARTMENT REVIEW: CITY MANAGER REVIEW: Katie Rodriguez, City Manager 5/7/2025 ITEM FOR COUNCIL CONSIDERATION: Consider adoption of a resolution accepting a Safe Routes to School Infrastructure grant from the Minnesota Department of Transportation (MnDOT) for intersection improvements along 64th Street and Russell Ave in the area of Sheridan Hills Elementary. EXECUTIVE SUMMARY: In January 2025, Public Works applied for a Safe Routes to School Infrastructure grant through MnDOT and was notified in April 2025 that the grant application was successful. The project will consist of sidewalk and intersection improvements along 64th Street and Russell Ave in the area of Sheridan Hills Elementary. Conceptual design was determined through the 2024 Safe Routes to School Design Assistance study and will be refined through public engagement and the Transportation Commission during the final design process. In order to accept the grant funds, the City must enter into an agreement with MnDOT, which must be executed prior to beginning work on the project. The grant funding must be expended in 2025-2026, therefore staff will commence design work immediately upon execution of the agreement. RECOMMENDED ACTION: By Motion: Adopt a resolution accepting a Safe Routes to School Infrastructure grant from MnDOT for intersection improvements along 64th Street and Russell Ave in the area of Sheridan Hills Elementary. BASIS OF RECOMMENDATION: A.HISTORICAL CONTEXT The 2023 omnibus transportation policy and finance bill included a $10.5 million appropriation for the FY2025 Safe Routes to School infrastructure solicitation. Richfield and Richfield Public Schools have participated in similar grant programs in the past, with the 71st Street Sidewalk (2024) and 70th Street SRTS (2025) projects adjacent to the STEM/RDLS campus having been funded under previous solicitations of this grant. Portions of this project were first identified in the 2014 Safe Routes to School comprehensive plan. This concept was further refined during the 2024 SRTS Design Assistance study the city completed via a MnDOT grant, including feedback from site principals and district-wide staff. B.EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS Equity: Providing safe infrastructure for students to travel to school helps to remove a safety barrier that disproportionately affects lower-income and BIPOC residents. A safe route to school helps remove some of the stress burden affecting students and parents from traditionally underserved communities, potentially leading to positive educational outcomes such as arriving safely, alert, and on time to school each day. Strategic: Providing infrastructure designed to make walking and bicycling to school safer and easier for students creates city infrastructure that supports service needs and prioritizes climate resilience. C.POLICIES (resolutions, ordinances, regulations, statutes, exc): Minnesota Statutes, Section 465.03 requires every acceptance of a grant or devise of real personal property on terms prescribed by the donor be made by resolution by a two-thirds majority of the City Council. D.CRITICAL TIMING ISSUES: Official council acceptance of the grant award is required by MnDOT prior to commencing work on the project. The grant funding must be expended in 2025-2026, therefore staff will commence design work immediately upon execution of the agreement. E.FINANCIAL IMPACT: Upon future completion of a grant agreement with MnDOT (typically following bidding and contract award), Richfield will receive up to $544,500 to reimburse eligible project costs. Staff anticipates the grant award will fund construction of the entire project excluding design/engineering costs, construction administration costs, non-eligible construction expenses, and eligible construction expenses above the maximum grant amount which are the responsibility of the city. Combined costs for design, engineering, and construction administration are typically 20-25% of estimated construction cost, staff is budgeting $150,000 of MSA funds to deliver the project. F.LEGAL CONSIDERATION: None ALTERNATIVE RECOMMENDATION(S): None PRINCIPAL PARTIES EXPECTED AT MEETING: None ATTACHMENTS: Description Type SRTS Grant Acceptance - Resolution Resolution Letter SRTS Award Notification - 2024 Solicitation Exhibit 2024 SRTS Grant Program Overview Exhibit RESOLUTION NO. RESOLUTION AUTHORIZING THE CITY OF RICHFIELD TO ACCEPT A SAFE ROUTES TO SCHOOL INFRASTRUCTURE GRANT FROM THE MINNESOTA DEPARTMENT OF TRANSPORTATION WHEREAS, the City Council of the City of Richfield is the official governing body of the City of Richfield, Minnesota; and WHEREAS, the City of Richfield, with the support of Richfield Public Schools, has applied for the Minnesota Department of Transportation’s (MnDOT’s) Safe Routes to School Infrastructure Funding solicitation, which is a competitive state funding allocation process available to local governments, school districts, and other schools in the state of Minnesota; and WHEREAS, improved Safe Routes to School infrastructure will increase safety and improve the experience of students traveling to and from these schools; and WHEREAS, the City of Richfield invests in infrastructure to best serve today’s and tomorrow’s residents, businesses and visitors; and WHEREAS, the City of Richfield ensures that City services are accessible to people of all races, ethnicities, incomes, and abilities; and WHEREAS, the Minnesota Department of Transportation has awarded up to $544,500 in grant funding for this project; and WHEREAS, the City Council has determined that it is in the City’s best interests to accept these services to construct Safe Routes to School infrastructure along W 64th Street between Thomas Ave and west of Russell Ave, and on Russell Ave between 64th Street and 65th Street; and WHEREAS, construction is scheduled for 2026; and WHEREAS, Minnesota Statutes, Section 465.03 requires every acceptance of a grant or devise of real personal property on terms prescribed by the donor be made by resolution by a two-thirds majority of the City Council. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richfield, Minnesota that the Mayor and City Manager are hereby authorized and directed to take any and all actions required to accept the grant services and materials for and on behalf of the City. Adopted by the City Council of the City of Richfield, Minnesota this 13th day of May, 2025. Mary B. Supple, Mayor ATTEST: Michelle Friedrich, City Clerk State Aid for Local Transportation 395 John Ireland Blvd., MS 500 St. Paul, MN 55155 Phone: 651-366-3800 1 of 2 April 30, 2025 Matt Hardegger City of Richfield 6700 Portland Ave S Richfield, MN 55423 Re: 2024 Safe Routes to School (SRTS) Infrastructure Program Project Selection Dear Matt Hardegger, Thank you for your application submittal under the 2024 Safe Routes to School (SRTS) Infrastructure Program. The 64th St. W. and Russell Ave. S. sidewalks serving Sheridan Hill Elementary School project in the City of Richfield was selected for SRTS Program funds appropriated by the legislature in 2023. We have identified up to $544,500.00 in SRTS Infrastructure funds for this project. Enclosed is a State Fund Grantee User Guide that provides a summary of the process for developing and delivering a state grant bond or general funded project. Your first step will be to request a State Aid Project (SAP) number for this project if you don’t already have one (or SP number if you also have federal funding). Please work with your District State Aid Engineer (DSAE) on next steps and throughout the project development process. Please email the SAP/SP number to me immediately after it is issued and include it and the program (SRTS) on all project correspondence. Following are a few other important notes:  Items that are eligible for SRTS Infrastructure funds include reasonable elements associated with crossing improvements, off-street facilities, on-street facilities, permanent traffic control devices (not mobile), and in-kind replacements, including basic landscaping and turf establishment. Landscaping planters, benches, bike racks, decorative fences, ornamental lighting, and other aesthetic treatments above the standard are generally not eligible. Other items that are not eligible include engineering, construction administration and inspection, right of way acquisition, and water main, sanitary sewer, or private utility work. Additionally, work on trunk highways or on trunk highway right of way is not eligible.  Your entity will be required to execute a SRTS Infrastructure grant agreement prior to construction, which includes certification of right of way ownership by the agency and a resolution agreeing to finance any costs in excess of the grant amount before the grant can be authorized for reimbursement.  The plan and engineer’s estimate need to be developed with a separate column that identifies SRTS Infrastructure participating items only. If more than one agency will ultimately own bond or general funded improvements, there will need to be separate SRTS Infrastructure participating columns on the Engineer’s Estimate for each agency. Additionally, if this is the case, separate SRTS Infrastructure grant agreements will be required with each agency that will ultimately own bond or general funded improvements.  Design standards: o Work on State Aid routes are subject to State Aid standards o Work on non-state aid routes will need to adhere to design standards as identified in MnDOT State Aid Rules, the American Association of State Highway and Transportation Official 2 of 2 (AASHTO) A Policy on Geometric Design of Highways and Streets, or other design standards as identified by the DSAE. Please consult with your DSAE to determine the appropriate design standards for your project.  The DSAE will need to review, approve, and sign plans prior to advertising the construction contract.  After DSAE plan approval, you will need a funding letter from the State Aid Programs office before advertising the construction contract. The SRTS Infrastructure amount in the funding letter will be based on a review of eligible items in the engineer’s estimate.  The State Aid Programs office will provide additional instructions for assembling and executing the SRTS Infrastructure grant agreement as part of the delivery of the funding letter.  The final SRTS Infrastructure amount as included in one or more SRTS Infrastructure grant agreements will be based on the low bid documents. The SRTS Infrastructure grant amount is typically capped.  The SRTS Infrastructure grant agreement should be fully executed before construction begins. If you have questions, please contact Steven Prusak at steven.prusak@state.mn.us. I will be your main point of contact for this SRTS Infrastructure grant selection. Sincerely, Steven Prusak, P.E. State Aid Active Transportation Engineer copy: Dan Erickson, Metro District State Aid Engineer enclosure: State Fund Grantee User Guide For more information visit: http://www.dot.state.mn.us/active‐transportation‐program/infrastructure‐grants.html Or contact: Steven Prusak, State Aid Active Transportation Engineer, 651‐366‐3827 steven.prusak@state.mn.us 1 State Aid for Local Transportation 395 John Ireland Blvd. St. Paul, MN 55155 April 2025 2024 Safe Routes to School (SRTS) Infrastructure Solicitation Program and Project Summary This document summarizes funding to the 2024 Safe Routes to School (SRTS) infrastructure program from the May 2023 omnibus transportation finance and policy bill1. $10.5 million in FY 2025 SRTS program funding was appropriated for infrastructure ($8.5 million) and non‐infrastructure ($2 million) activities. $8.5 million was originally designated for the 2024 SRTS Infrastructure solicitation. Several unique circumstances, including dual selections from Met Council’s Regional Solicitation new sales tax funding and a selected entity declining program grant funds, contributed to up to $1.785 million of additional funding being available for 2024 SRTS Infrastructure project selections. This resulted in approximately $10.285 million in available funds for the 2024 SRTS infrastructure solicitation. 38 applications were submitted with requests for $18.0 million in SRTS infrastructure funding. Applications for this solicitation were separated into five selection pools as described below. A solicitation was released for the competitive SRTS infrastructure program on November 4, 2024. Applications were due on the submittal deadline of January 17, 2025. A total of 38 applications were received with requests of $18.0 million in SRTS infrastructure funding. On April 10, 2025, the Active Transportation Advisory Committee Infrastructure Work Group, representing local public organizations and Federally Recognized Indian Tribes statewide, convened, and approved 23 projects for funding through the competitive SRTS infrastructure solicitation. Table 1 is a summary of selections by selection pool. Tables 2‐6 include summaries of projects that were selected for funding. Table 1: Summary of SRTS Infrastructure Project Selections by Selection Pool Selection Pool Projects Selected Total SRTS Infrastructure Selections Percent of Selected Funding Cities of the First Class 2 $1,122,203 10.91% MnDOT Metro District Communities 9 $4,112,876 40.00% Greater MN Counties & State Aid Cities 3 $1,621,994 15.78% Greater MN Non‐State Aid Cities & Townships 7 $2,560,594 24.90% Federally Recognized Indian Tribes 2 $864,000 8.40% TOTAL 23 $10,281,667 100.00% 1 Minnesota 2023 Laws, Regular Session, Chapter 68, Article 1, Section 2, Subdivision 2(c) ‐ $10.5 million in general funds For more information visit: http://www.dot.state.mn.us/active‐transportation‐program/infrastructure‐grants.html Or contact: Steven Prusak, State Aid Active Transportation Engineer, 651‐366‐3827 steven.prusak@state.mn.us 2 Table 2: Cities of the First Class District Applicant Entity Project Description Amount METRO City of Minneapolis 21st Ave. S. traffic calming improvements serving South High Sch. & Folwell Elem. Sch. $1,000,000 METRO City of Saint Paul (1) Grace Street sidewalk serving Focus Beyond Transition Services $122,203 Table 3: MnDOT Metro District Communities District Applicant Entity Project Description Amount METRO Anoka Hennepin School District (ISD 11) Diamond Lake Rd. safety improvements and trail paving serving Dayton Elem. School $346,500 METRO City of Arden Hills Old Hwy 10 multi‐use trail serving Mounds View High Sch. & Valentine Hills Elem. Sch. $1,000,000 METRO City of Bayport CSAH 14 sidewalk serving Andersen Elementary School $311,376 METRO City of Bloomington Stanley Avenue sidewalk serving Poplar Bridge Elementary School $465,000 METRO City of Richfield 64th St. W. and Russell Ave. S. sidewalks serving Sheridan Hill Elementary School $544,500 METRO City of Shakopee (Sun Path) Fuller St. crossing to High School & Quail Dr. sidewalk serving Sun Path Elem. School $72,000 METRO City of Shakopee (Sweeney) Adams St. traffic calming and crossing improvements serving Sweeney Elem. School $200,000 METRO City of Shorewood TH 7 multi‐use trail connecting Galpin Lake Road and Excelsior Elementary School $468,000 METRO Washington County CSAH 12 multi‐use trail serving Mahtomedi High and Middle Schools Campus $705,500 Table 4: Greater MN Counties & State Aid Cities District Applicant Entity Project Description Amount 2 Beltrami County Multi‐use trail along CSAH 7 from Bemidji High Sch. to Gene Dillon Elementary Sch. $770,000 4 City of Alexandria Intersection realignment and crossing improvements at Voyager Elementary School $369,800 6 City of La Crescent Multiple infrastructure improvements per La Crescent 2020 SRTS Plan $482,194 For more information visit: http://www.dot.state.mn.us/active‐transportation‐program/infrastructure‐grants.html Or contact: Steven Prusak, State Aid Active Transportation Engineer, 651‐366‐3827 steven.prusak@state.mn.us 3 Table 5: Greater MN Non‐State Aid Cities & Townships District Applicant Entity Project Description Amount 1 City of Aurora Intersection realignment, safety improvements & trail extension at Mesabi East School $1,000,000 3 City of Mora Multi‐use trail along Wood Street serving Mora Public Schools Campus $123,900 3 City of Paynesville Establish school speed zone at High School, Replace sidewalk at Elementary School $314,300 4 City of Graceville Sidewalk improvements and safe TH 75 crossing at CGB School $70,648 6 City of Mazeppa Multi‐use trail along TH 60 serving Zumbrota‐Mazeppa Elementary School $337,000 7 City of Adrian 5th Street sidewalk connecting Elementary School and Middle/High School $297,332 7 City of Lakefield Multi‐use trail to serve Pleasantview Elementary Sch. and JCC Middle School $417,414 Table 6: Federally Recognized Indian Tribes District Applicant Entity Project Description Amount 1 Fond du Lac Band of Lake Superior Chippewa Trail connections, safety improvements and pedestrian crossing at FDL Ojibwe School $564,000 1 Grand Portage Band of Lake Superior Chippewa Multi‐use trail serving Grand Portage Head Start & Oshki Ogiimag Charter School $300,000 April 2025 2024 Project Selections SRTS Infrastructure Program Entity Type County (2) Federally Recognized Indian Tribe (2) Non-State Aid City (Population < 5,000) (8) State Aid City (10) School or School District (1) ¯ 2024 Project Selections Safe Routes to School (SRTS) Infrastructure Program AGENDA SECTION:CONSENT CALENDAR AGENDA ITEM #5.G. STAFF REPORT NO. 60 CITY COUNCIL MEETING 5/13/2025 REPORT PREPARED BY:Mattias Oddsson, Water Resources Engineer DEPARTMENT DIRECTOR REVIEW:Kristin Asher, Public Works Director 5/5/2025 OTHER DEPARTMENT REVIEW: CITY MANAGER REVIEW: 5/5/2025 ITEM FOR COUNCIL CONSIDERATION: Consider approval of a Maintenance Agreement with Nine Mile Creek Watershed District (NMCWD) that defines ownership and maintenance responsibilities for certain stormwater infrastructure in and surrounding Adams Hill Pond. EXECUTIVE SUMMARY: Adams Hill Pond lies within the southwest corner of the City and falls within the Nine Mile Creek Watershed District's (NMCWD) jurisdiction. NMCWD is the governing agency for water bodies and water courses in this area. As a condition of permit approval for the pond dredging project, the City is required to enter into a maintenance agreement for the betterment and proper function of the storm sewer outfalls that drain to the pond. This maintenance agreement will maintain in perpetuity for all structures within the purview of NMCWD rules and regulations. The City is already required to act in the same accord per the rules and regulations of the Municipal Separate Storm Sewer System (MS4). Entering into this agreement does not obligate the City any further concerning costs and commitment of staff time and resources to be in compliance. RECOMMENDED ACTION: By Motion: Approve the Maintenance Agreement with Nine Mile Creek Watershed District (NMCWD) that defines ownership and maintenance responsibilities for certain stormwater infrastructure in and surrounding Adams Hill Pond. BASIS OF RECOMMENDATION: A.HISTORICAL CONTEXT Adams Hill Pond had not been dredged for several decades. Based on the metrics in the City's Pond Priority Plan, Adams Hill was selected this year (2025) as the next project for rehabilitation. Early in the process, staff consulted with NMCWD about regulatory requirements, including the eventual need for a maintenance agreement. Although the work outlined in the agreement is already in place programmatically, staff at the district requested that this maintenance agreement be prepared and entered into as a contingency of permit approval. B.EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS Implementation of this maintenance agreement will support the operational excellence and sustainable infrastructure priorities in the strategic plan. Keeping stormwater infrastructure within and around Adams Hill Pond in a functional state is beneficial to Richfield residents and the larger watershed. C.POLICIES (resolutions, ordinances, regulations, statutes, exc): Entering into this maintenance agreement is required under the NMCWD Waterbody Crossings and Structures rule, which applies in this case to the culverts or drainage pipes which cross the bed or bank of any portion of Adams Hill Pond. NMCWD rules are adopted and implemented in accordance with the requirements set forth in Minnesota Statutes chapters 103B and 103D. D.CRITICAL TIMING ISSUES: The Adams Hill Pond Improvements Project is nearly complete and approval of the agreement at this time is appropriate. E.FINANCIAL IMPACT: No additional financial obligation is anticipated. The City already conducts routine outfall inspections and maintains its stormwater structures. F.LEGAL CONSIDERATION: The attached agreement and exhibit have been reviewed by the City Attorney. ALTERNATIVE RECOMMENDATION(S): None PRINCIPAL PARTIES EXPECTED AT MEETING: None ATTACHMENTS: Description Type Maintenance Agreement Contract/Agreement Maintenance Agreement Exhibit A Exhibit MAINTENANCE AGREEMENT Between Nine Mile Creek Watershed District and The City of Richfield This maintenance agreement is made by and between the Nine Mile Creek Watershed District, a watershed district with purposes and powers set forth at Minnesota Statutes chapters 103B and 103D (NMCWD), and the City of Richfield, a Minnesota municipal corporation (City). Recitals and Statement of Purpose WHEREAS pursuant to Minnesota Statutes sections 103D.341 and 103D.345, NMCWD has adopted and implements the Waterbody Crossings and Structures Rule; WHEREAS, under the Waterbody Crossings and Structures Rule, certain land development activity requires the landowner to record a declaration establishing the landowner’s perpetual obligation to inspect and maintain waterbody crossings and structures in accordance with approved plans; WHEREAS in each case, a public landowner, as an alternative to a recorded instrument, may meet the maintenance requirement by documenting its obligations in an unrecorded written agreement with the NMCWD; WHEREAS in accordance with the NMCWD rules and as a condition of Permit 2024-163 the City’s perpetual obligation to maintain waterbody crossings must be memorialized in a maintenance agreement specifying requirements and restrictions; WHEREAS City and the NMCWD execute this agreement to fulfill the condition of Permit 2024-163 and concur that it is binding and rests on mutual valuable consideration; THEREFORE City and NMCWD agree as follows that City, at its cost, will inspect and maintain the waterbody crossings shown in the site plan attached to and incorporated into this agreement as Exhibit A in perpetuity as follows: 1. Waterbody Crossings. The waterbody crossing(s) shown in Attachment A must be maintained in good repair at all times to ensure no material degradation from designed hydraulic and navigational capacity; to assure no net increase in the flood stage on adjacent property; to prevent adverse effects to water quality, changes to the existing flowline/gradient and increased scour, erosion or sedimentation; and to minimize the potential for obstruction of the waterbody. 2. Reporting. City will submit to the NMCWD annually a brief written report that describes stormwater facility maintenance activities performed under this declaration, including dates, locations of inspections and the maintenance activities performed. 2 3. Property Transfer. If City conveys into private ownership a fee interest in the property that is the subject of this agreement, it will require as a condition of sale, and enforce: (a) that the purchaser record a declaration on the property incorporating the maintenance requirements of this agreement; and (b) that recordation occur either before any other encumbrance is recorded on the property or, if after, only as accompanied by a subordination and consent executed by the encumbrance holder ensuring that the declaration will run with the land in perpetuity. If City conveys into public ownership a fee interest in any property that has become subject to this agreement, it will require as a condition of the purchase and sale agreement that the purchaser accept an assignment of all obligations vested under this agreement. 4. Independent relationship; liability; no warranty. This agreement does not create a joint powers board or organization within the meaning of Minnesota Statutes section 471.59, and no party agrees to be responsible for the acts or omissions of the any other pursuant to subdivision 1(a) of the statute. Only contractual remedies are available for the failure of a party to fulfill the terms of this agreement. Accordingly, with respect to any and all activity undertaken pursuant to this agreement: (1) the City will hold harmless, defend and indemnify the NMCWD, its officers, employees and agents for all claims, damages, liabilities, losses and expenses asserted against either party or both parties at any time by a third party, including any governmental body, provided that any such claim, damages, loss or expense arises out of a negligent act or omission or willful misconduct of an officer, official, agent or employee of the City; and (2) NMCWD will hold harmless, defend and indemnify the City, its officers, officials employees and agents for all claims, damages, liabilities, losses and expenses asserted against either party or both parties at any time by a third party, including any governmental body, that arise out a negligent act or omission or willful misconduct of an officer, manager, agent or employee of NMCWD. This agreement creates no right in and waives no immunity, defense or liability limitation with respect to any third party. The parties do not waive any limitation of liability provided under Minnesota Statutes chapter 466. 5. Contacts. The representatives of the parties with respect to this agreement are as follows: NMCWD: Administrator Nine Mile Creek Watershed District esniegowski@ninemilecreek.org 952-358-2276 12800 Gerard Dr. Eden Prairie MN 55346 The City: Chad Donnelly Assistant Utility Superintendent cdonnelly@richfieldmn.gov City of Richfield 6700 Portland Avenue Richfield, MN 55423 6. Data Practices. All data created, collected, received, maintained or disseminated for any purpose in the course of this agreement are governed by the Data Practices Act, Minnesota Statutes chapter 13, any other applicable state statute, or any state rules adopted to implement the act, as well as federal regulations on data privacy. 7. Entire agreement. This agreement contains the complete and entire agreement among the parties relating to the subject matter hereof, and supersedes all prior negotiations, agreements, representations and understandings, if any, among the parties respecting such matters, and amendments, addenda, alterations, or modifications to the terms and conditions of this agreement shall be in writing and signed by both parties. The recitals stated at the outset are incorporated into and are a part of the agreement. 8. Waiver. The waiver by NMCWD or the City of any breach or failure to comply with any provision of this agreement by either or both of the other parties will not be construed as nor will it constitute a continuing waiver of such provision or a waiver of any other breach of or failure to comply with any other provision of this agreement. 9. Amendments. This Agreement may be amended only in a writing signed by the parties. 10. Recitals. The recitals above are incorporated as a part of this agreement. IN WITNESS WHEREOF, the parties hereto have executed this agreement. NINE MILE CREEK WATERSHED DISTRICT By ___________________________________ Date: _____________________ President, Board of Managers CITY OF RICHFIELD By: _______________________________ Date: _____________________ Its Mayor By: _______________________________ Date: _____________________ Its City Manager 4 ATTACHMENT A Scaled Site Plan [To be included] 835.94RESEC24"24"24"15"837.8Post BB36"36"832.88RESEC822.6835.93RESEC838.21RESEC834.80RESEC36"822.65W.S. 08-28820.4Post WDUCK36"36"EEGage822.47W.S. 08-31playgroundplaygroundputtinggreenelectricslabhatchelectricEbituminouspathwall gravel edge ofwater50025001821.8821.8821.882 2 816 818 820816 816 816822822 822 8228208 2 0818820822 8168185000FMFMFM110 LF - 60" RCP CL IV90 LF - 30" RCP CL VEX. 30" RCPINV = 816.3(FIELD VERIFY)ASBUILTBAR SCREEN MHRIM = 832.7INV = 816.3LIFT STATIONWSB - RIM = 835.34ASBUILT - INV-E = 816.3ASBUILT - INV-W = 826.3 (FM)14 LF - 30" RCP CL VADAMS HILLPARK PONDEX. 42" RCPINV = 818.3(FIELD VERIFY)200 LF - 24" RCP158 LF - 12" RCP115+/- LF - 27" RCP144 LF - 72" RCPOHOHOHOHOHOHOHOHOHOHOHOHOH OH OH OH OH OH OH OH OHOHOHOHOHOHOHOHOHOHOHOHOHOHOHOHOHOHOHOHOHOHOHOHOHOHOHOH OHOHOHOHOHOHOHOHOHOHOHOHOHOHOHOHOH O H OH OH OH OH OH OHOHCCCCCCCCCCCCC C C C C C C C CC C CCEEEEEEEEEEEEEE EEEEEEEEEEEE7315 XERXES AVE S7321 XERXES AVE S3020 74TH ST W3014 74TH ST W3008 74TH ST W3000 74TH ST W2924 74TH ST W2912 74TH ST W2910 74TH ST W2900 74TH ST W2824 74TH ST W2818 74TH ST W7320 UPTON AVE S7314 UPTON AVE S7308 UPTON AVE S7300 UPTON AVE S7233 VINCENT AVE SNWL = 821.8 (PUMP ON)OHWL = NAST820822824826828830822 820 82081 8818 81 8 82 0 82 2 8 2 4826828830832834836838840842844 818820820818820822824826 828830832 826828854 852850848846 844 842840838836834832830828826824822820 828826 840834832STEX. 27" RCP(FIELD VERIFY)EESTSTRIM = 839.63EX 72" RCPTOP = 825.8INV = 819.1EX. 60" RCPTOP = 823.8INV = 819.2SBSBSB-4SB-1SBSB-2SBSED-02SBSED-01SBSB-1SBSED-03>>>>5003BID ALTERNATE 2DESIGN 60-4020STMH R-1733RIM = 830.19INV = 826.54 N 24" RCPINV = 825.74 E 12" RCPINV = 823.29 S 24" RCPINV = 822.74 SUMP21 LF - 24" RCPPROPOSED 24" FESINV = 820.6>>LEGENDPROPOSED CONTOUR (MAJOR)820PROPOSED CONTOUR (MINOR)823EXISTING STORM STRUCTURESSTCONSTRUCTION LIMITSPROPERTY LINEEXISTING STORM SEWER PIPE>>NWL (NORMAL WATER LINE)EASEMENT LINEPEEXISTING EDGE OF WATEREXISTING LIGHT POLEEXISTING TREEEXISTING ELECTRICAL BOXEOHCEXISTING POWER LINEEXISTING FIBER / CABLE LINEACCESS ROUTEEXISTING CONTOUR (MAJOR)820EXISTING CONTOUR (MINOR)823||EXISTING WATERMAIN PIPE>GFEXISTING SANITARY SEWEREXISTING GAS LINEEXISTING FIBER OPTION LINEEEXISTING ELECTRICAL LINE821.8SOIL BORINGSB-1SBPROPOSED STORM STRUCTURESPROPOSED STORM SEWER PIPESCALE:PLAN BY:DESIGN BY:CHECK BY:SHEETOFWSB PROJECT NO.I HEREBY CERTIFY THAT THIS PLAN, SPECIFICATION, OR REPORT WAS PREPARED BY ME OR UNDER MYDIRECT SUPERVISION AND THAT I AM A DULY LICENSED PROFESSIONAL ENGINEER UNDER THE LAWS OF THE STATE OF MINNESOTA. LIC. NO:DATE: REVISIONS NO.DATE DESCRIPTIONCITY BID No.RICHFIELD, MN026869-000WILLIAM C. ALMS, P.E. 5430111/15/20241024-05AS SHOWNKJFWCACKJADAMS HILL POND MAINTENANCE C:\ACC\ACCDocs\WSB\026869-000\Project Files\05_Discipline\Drainage\03_Sheets\026869-000-C-GRAD-SHET.dwg 11/20/2024 12:13:26 PM 1 11/20/2024 UPDATES TO GRADING PLAN,INTAKE STRUCTURE, AND NOTES.4GRADING ANDEROSIONCONTROL PLANNFEET0H:INSCALE3060W 72ND STW 73RD STW 74TH STXERXES AVE S ADAMS HILLPARK PONDYORK AVE S VINCENT AVE S WASHBURN UPTON AVE S THOMAS AVE S VINCENT AVE S WASHBURN AVE S LOCATIONPROJECTLOCATIONGENERAL CONSTRUCTION NOTES1.SEE SHEET 2 FOR GENERAL CONSTRUCTION NOTES.NEW 72" APRON AND 1STICK OF PIPE AND RIPRAPCONSTRUCT PRECASTMODULAR BLOCK RETAININGWALL (BID ALTERNATE 1)REMOVE 10,525 CY (CV) OR 16,840 TONSOF MANAGEMENT LEVEL 3 SEDIMENTBID ALTERNATE 3 FOR MH 5003IS DESIGN SPECIAL 3 - CONTECHCDS 4045-8 (OR APPROVEDEQUAL) SEE DETAIL SHEET 10115' PROPOSED30" RCP @ 0.00% AGENDA SECTION:CONSENT CALENDAR AGENDA ITEM #5.H. STAFF REPORT NO. 61 CITY COUNCIL MEETING 5/13/2025 REPORT PREPARED BY:Karl Huemiller, Recreation Services Director DEPARTMENT DIRECTOR REVIEW: OTHER DEPARTMENT REVIEW: CITY MANAGER REVIEW: Katie Rodriguez, City Manager 5/7/2025 ITEM FOR COUNCIL CONSIDERATION: Consider approval of an agreement with Loeffler Construction LLC to perform construction management services for improvements to Veterans Memorial Park including the Richfield Public Pool, and Ice Arena. EXECUTIVE SUMMARY: In November 2024, voters approved $9 million in Local Option Sales Tax funding for improvements at Veterans Memorial Park, including the pool and Ice Arena. Considering current staff capacity and expertise, it was identified that a construction manager is needed to assist with the project. The construction manager will facilitate bidding, contractor coordination, and onsite supervision of contractors. Contracts with contractors will be held by the City. Staff interviewed three construction management firms identifying Loeffler Construction LLC as the best firm for the project. Loeffler Construction LLC recently completed multiple similar projects including Lakeville’s Antler Park improvements, Lakeville School District’s indoor pool construction, and projects at the University of Minnesota Landscape Arboretum. RECOMMENDED ACTION: By Motion: Approve AIA Document C132-2019 between the City of Richfield and Loeffler Construction LLC for the Veterans Park Improvements, which includes by reference all documents identified therein, including but not limited to the General Conditions and all project specific work orders to follow between the City and the Construction Manager as Adviser. BASIS OF RECOMMENDATION: A.HISTORICAL CONTEXT Contract The included master agreement (C132-2019) contracts with Loeffler Construction LLC as a Construction Manager as Advisor (CMa). The CMa works on behalf of the City managing the bidding process and contractors. Final contracts with contractors will be negotiated and held by the City. For each scope of work, a work order is created, allowing the City to manage the scope, timeline, and budget of the work being completed. The cost of services is based on a percentage of the total work order value and Loeffler staff time at the agreed-upon hourly rates. Local Option Sales Tax 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 Option Sales Tax (LOST) was identified as a potential funding method. 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). In November 2024 voters approved a LOST to 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 LOST. Projects Veterans Park LOST Projects include: Pool Projects Pool Liner Refurbish zero depth features Sand filter replacement New zero depth pool heater New fencing Slide restoration Concessions improvements Bathhouse lighting and flooring improvements Ice Arena Roof on Rink 2 Facia and soffits on rink 1 Lobby remodel ADA improvements to doors and rink 1 Rubber flooring New boards on Rink 2 Park Improvements Trail resurfacing Vegetation improvements Wildlife viewing platform Cohesive Park Signage Bandshell irrigation and gutters Pavilion roof replacement Mini-golf building roof and facia replacement Mini-golf building ADA improvements B.EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS Equity: This project improves facilities that are often low or no cost to residents and provide access to green space in the community. The pool is an important amenity for families to stay cool in the summer. The Farmers Market provides fresh vegetables to people of all income levels living in the community. 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): None D.CRITICAL TIMING ISSUES: The construction manager will be involved in the design process providing cost estimating and construction expertise. Pool design must begin this summer to ensure repairs can be made following the 2025 pool season. E.FINANCIAL IMPACT: $9 million was approved for Veterans Memorial Park improvements. $4.25 million for pool improvements $2.77 million for ice arena improvements $1.98 million for park improvements These amounts are total project budgets inclusive of architect fees, construction management and construction costs.F.LEGAL CONSIDERATION: The included contracts have been reviewed by legal council ALTERNATIVE RECOMMENDATION(S): PRINCIPAL PARTIES EXPECTED AT MEETING: ATTACHMENTS: Description Type AIA C132-2019 Master Project Agreement Contract/Agreement AIA A221-2018 Work Order Agreement Contract/Agreement AIA A221-2019 General Conditions Agreement Contract/Agreement Document C132® – 2019 Standard Form of Agreement Between Owner and Construction Manager as Adviser Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Documents A132™–2019, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition; A232™–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition; and B132™–2019, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition. AIA Document A232™–2019 is adopted in this document by reference. Do not use with other general conditions unless this document is modified. AGREEMENT made as of the _____ day of _______ in the year 2025 (In words, indicate day, month and year.) BETWEEN the Owner: (Name, legal status, address, and other information) City of Richfield 6700 Portland Ave Richfield, MN 55423 and the Construction Manager: (Name, legal status, address, and other information) Loeffler Construction Consulting LLC d/b/a Loeffler Construction & Consulting 9202 202nd St. W., Suite 100 Lakeville, MN 55044 Telephone Number: 952.955.9119 for the following Project: (Name, location, and detailed description) Veterans Park Improvements 6335 Portland Ave, Richfield, MN 55423 This includes improvements to the pool, ice arena, and general park trail and building improvements. The Architect: (Name, legal status, address, and other information) To be determined per project. The Owner and Construction Manager agree as follows. The Owner and Construction Manager agree as follows: This C-132 shall serve as the MASTER AGREEMENT between the Owner and Construction Manager/Adviser. For each phase of the Project, Owner and Construction manager shall execute a mutually agreed upon Project-Specific Work Orders as an Addendum to this Master Agreement that shall be in accordance with this Agreement and the related Contract Documents. Term: The term of this Master Agreement shall be three (3) years from the date noted above (“Date of Master Agreement”), at which point the agreement will renew unless either party provides written notice of their intent NOT to renew. Notice must be Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 2 provided at least 60 days prior to the renewal date in accordance with the contract documents. In the event either party elects not to renew this Master Agreement, the terms of this Master Agreement shall remain applicable and enforceable until all Project-Specific Work Orders executed under this Master Agreement are completed, paid in full, or terminated in accordance with the contract (Paragraph Deleted) documents. Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 3 TABLE OF ARTICLES 1 INITIAL INFORMATION 2 CONSTRUCTION MANAGER’S RESPONSIBILITIES 3 SCOPE OF CONSTRUCTION MANAGER’S BASIC SERVICES 4 SUPPLEMENTAL AND ADDITIONAL SERVICES 5 OWNER’S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1. (For each item in this section, insert the information or a statement such as “not applicable” or “unknown at time of execution.”) § 1.1.1 The Owner’s program for the Project: (Insert the Owner’s program, identify documentation that establishes the Owner’s program, or state the manner in which the program will be developed.) .The program consists of improvements to the Richfield Public Pool, portions of the Richfield Ice Arena, and general park improvements at Veterans Park. The specifics relating to these projects will be outlined in the related contract documents. § 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 site is Veterans Park at 6335 Portland Ave, Richfield, MN. This also includes the Ice Arena facility at Veterans Park located at 636 East 66th Street, Richfield, MN 55423, and the Pool facility located at 630 East 66th Street, Richfield, MN 55423. § 1.1.3 The Owner’s budget for the Cost of the Work, as defined in Section 6.1: (Provide total and, if known, a line item breakdown.) The budget as of March 2025 for this program is $6,890,000 § 1.1.4 The Owner’s anticipated design and construction milestone dates: Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 4 .1 Design phase milestone dates, if any: The Pool project design is anticipated to take place in the spring and summer of 2025 The Park and Ice Arena design phase is anticipated to take place in the summer of 2025 .2 Construction commencement date: Pool project construction is anticipated to take place starting in August of 2025. Ice Arena Projects are anticipated to start fall of 2025 with the roof replacement taking place October of 2025. Park improvement projects are anticipated to take place in the summer of 2026 .3 Substantial Completion date or dates: Fall 2027 . .4 Other milestone dates: The City must spend 10% of bond proceeds withing 6 months of the bond sale, 45% of bond proceeds within 12 months, 75% of bond proceeds by 18 months and all of the bond proceeds within 2 years. The City anticipates issuing bonds in fall of 2025, this means projects must be completed by fall of 2027. . § 1.1.5 The Owner intends the following procurement method for the Project: (Identify method such as competitive bid or negotiated contract.) Multiple Prime Contractor public bidding pursuant to the Minnesota Uniform Municipal Contracting Act, Minnesota Statutes, Sections 471.345 and 123B.52 (“Public Bidding”), with the assistance of the Construction Manager as Advisor. . § 1.1.6 The Owner’s requirements for accelerated or fast-track design and construction, multiple bid packages, or phased construction are set forth below: (Identify any requirements for fast-track scheduling or phased construction and, if applicable, list number and type of bid/procurement packages.) .Construction on pool facility must take place outside the normal pool operating season, June - August. § 1.1.7 The Owner’s anticipated Sustainable Objective for the Project: (Identify and describe the Owner’s Sustainable Objective for the Project, if any.) N/A. § 1.1.7.1 If the Owner identifies a Sustainable Objective, the Owner and Construction Manager shall complete and incorporate AIA Document E235™–2019, Sustainable Projects Exhibit, Construction Manager as Adviser Edition, into this Agreement to define the terms, conditions and services related to the Owner’s Sustainable Objective. If E235–2019 is incorporated into this Agreement, the Owner and Construction Manager shall incorporate the completed E235–2019 into the agreements with the consultants and contractors performing services or Work in any way associated with the Sustainable Objective. § 1.1.8 Other Project information: (Identify special characteristics or needs of the Project not provided elsewhere.) . § 1.1.9 The Owner identifies the following representative in accordance with Section 5.5: (List name, address, and other contact information.) Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 5 Karl Huemiller 7000 Portland Ave, Richfield, MN 55423 Phone – 612-861-9387 Email – khuemiller@richfieldmn.gov § 1.1.10 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.) TBD § 1.1.11 The Owner shall retain the following consultants and Contractors: (List name, legal status, address, and other contact information.) .1 Land Surveyor: See Project Specific Work Orders. .2 Geotechnical Engineer: See Project Specific Work Orders. .3 Civil Engineer: See Project Specific Work Orders. .4 Contractors, as defined in Section 1.4: See Project-Specific Work Orders. .5 Separate Contractors, as defined in Section 1.4: See Project-Specific Work Orders. .6 Other, if any: (List any other consultants retained by the Owner.) See Project-Specific Work Orders. § 1.1.12 The Construction Manager identifies the following representative in accordance with Section 2.5: (List name, address, and other contact information.) Jon Cramer 9202 202nd St. W. , Suite 100 Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 6 Lakeville, MN 55044 Telephone Number: 952.955.9119 § 1.1.13 The Construction Manager’s staffing plan as required under Section 3.3.3 shall include: (List any specific requirements and personnel to be included in the staffing plan, if known.) TBD per project; see Project-Specific Work Orders. § 1.1.14 The Construction Manager’s consultants retained under Basic Services, if any: (List name, legal status, address, and other contact information of any consultants.) TBD per project; see Project-Specific Work Orders. § 1.1.15 The Construction Manager’s consultants retained under Supplemental Services: TBD per project; see Project-Specific Work Orders. § 1.1.16 Other Initial Information on which this Agreement is based: Not applicable.. § 1.2 The Owner and Construction Manager may rely on the Initial Information. Both parties, however, recognize that the Initial Information may materially change and, in that event, the Owner and the Construction Manager shall by Project-Specific Work Order or other written agreement appropriately adjust the Construction Manager’s services, schedule for the Construction Manager’s services, and the Construction Manager’s compensation. The Owner shall adjust the Owner’s budget for the Cost of the Work and the Owner’s anticipated design and construction milestones, as necessary, to accommodate material changes in the Initial Information. § 1.3 The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form. The parties will use AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. § 1.3.1 Any use of, or reliance on, all or a portion of a building information model without agreement to protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document G202™–2013, Project Building Information Modeling Protocol Form, shall be at the using or relying party’s sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. § 1.4 The term “Contractors” refers to persons or entities who perform Work under contracts with the Owner that are administered by the Construction Manager and Architect. The term “Contractors” is used to refer to such persons or entities, whether singular or plural. The term does not include the Owner’s own forces, or Separate Contractors, which are persons or entities who perform construction under separate contracts with the Owner not administered by the Construction Manager and Architect. ARTICLE 2 CONSTRUCTION MANAGER’S RESPONSIBILITIES § 2.1 The Construction Manager shall provide the services as set forth in this Agreement. § 2.2 The Construction Manager shall perform its services consistent with the skill and care provided by experienced construction managers practicing in the same or similar locality under the same or similar circumstances. The Construction Manager shall perform its services as expeditiously as is consistent with such skill and care and the orderly progress of the Project. Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 7 § 2.3 The Construction Manager shall provide its services in conjunction with the services of an Architect as described in AIA Document B132™–2019, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition, as modified. The Construction Manager shall not be responsible for actions taken by the Architect. § 2.4 The Construction Manager shall coordinate its services with those services provided by the Owner, the Architect, the Contractors, and the Owner’s other consultants and Separate Contractors. The Construction Manager shall be entitled to rely on, and shall not be responsible for, the accuracy and completeness of services and information furnished by the Owner, the Architect, and the Owner’s other consultants and Separate Contractors. The Construction Manager shall provide prompt written notice to the Owner if the Construction Manager becomes aware of any error, omission, or inconsistency in such services or information. § 2.5 The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project. § 2.6 The Construction Manager, as soon as practicable after execution of the Agreement, shall notify the Owner in writing of the names and qualifications of its proposed key staff members. Within 14 days of receipt of the names and qualifications of the Construction Manager’s proposed key staff members, the Owner may reply to the Construction Manager in writing, stating (1) whether the Owner has reasonable objection to a proposed key staff member or (2) that the Owner requires additional time to review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. The Construction Manager shall not staff any employees on the Project to whom the Owner has made reasonable and timely objection. The Construction Manager shall not change its key staff members without the Owner’s consent, which shall not be unreasonably withheld or delayed. § 2.7 Except with the Owner’s knowledge and consent, the Construction Manager shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Construction Manager’s judgment with respect to this Project. § 2.8 The Construction Manager shall maintain the following insurance until termination of this Agreement. If any of the requirements set forth below are in addition to the types and limits the Construction Manager normally maintains, the Owner shall pay the Construction Manager as set forth in section 11.7. § 2.8.1 Commercial General Liability with policy limits of not less than One Million Dollars and Zero Cents ($ 1,000,000.00 ) for each occurrence and Two Million Dollars and Zero Cents ($ 2,000,000.00 ) in the aggregate for bodily injury and property damage. § 2.8.2 Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Construction Manager with policy limits of not less than One Million Dollars and Zero Cents ($ 1,000,000.00 ) 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. § 2.8.3 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 such primary and excess or umbrella liability insurance policies result in the same or greater coverage as the coverages required under Sections 2.8.1 and 2.8.2, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § 2.8.4 Workers’ Compensation at statutory limits and Employers Liability with policy limits not less than Five Hundred Thousand Dollars ($ $500,000 ) each accident, Five Hundred Thousand Dollars ($ 500,000 ) each employee, and Five Hundred Thousand Dollars ($ 500,000 ) policy limit. § 2.8.5 Professional Liability covering negligent acts, errors and omissions in the performance of professional services with policy limits of not less than Two Million Dollars and Zero Cents ($ 2,000,000.00 ) per claim and Two Million Dollars and Zero Cents ($ 2,000,000.00 ) in the aggregate. Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 8 § 2.8.6 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. § 2.8.7 The Construction Manager shall provide certificates of insurance to the Owner that evidence compliance with the requirements in this Section 2.8. Such proof of insurance shall confirm that the insurer has agreed that it will not cancel the insurance without giving the Owner thirty (30) days advance written notice of its intent to cancel. The Construction Manager shall likewise demand from its consultants proof of insurance meeting the foregoing requirements as a condition precedent to their engagement to perform services on the Project. § 2.8.8 The Construction Manager’s policies shall be primary insurance to any other valid and collectible insurance available to the Owner with respect to any claim arising out of The Construction Manager’s performance under this Contract. The Construction Manager is responsible for payment of Contract related insurance premiums and deductibles. The Construction Manager’s policies shall include legal defense fees in addition to its liability policy limits, with the exception of the professional liability insurance. All policies listed above, except professional liability, shall be written on an “occurrence” form (“claims made” and “modified occurrence” forms are not acceptable) and shall apply on a “per project” basis. The Construction Manager shall obtain insurance policies from insurance companies having an “AM BEST” rating of A- (minus); Financial Size Category (FSC) VII or better, and authorized to do business in the State of Minnesota. § 2.8.9 Notwithstanding the foregoing, the Owner reserves the right to immediately terminate this Contract if the Construction Manager is not in compliance with the insurance requirements contained herein and retains all rights to pursue any legal remedies against the Construction Manager. § 2.9 The Construction Manager shall assist the Owner, Architect, and other Project participants 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. § 2.10 A centralized electronic document management system will be used on the Project, and the Construction Manager shall be designated the Responsible Project Participant in section 3.5 of E203-2013, responsible for managing and maintaining the centralized electronic document management system. The centralized electronic document management system shall include all items listed in Article 3 of E203, and the following: (List any items to be included that are not listed in Article 3 of E203-2013.) § 2.11 The Construction Manager shall retain all Project related documents and information it receives, and the Owner and Architect shall have access to the documents and information. The Construction Manager shall transmit the documents and information to the Owner at final completion. ARTICLE 3 SCOPE OF CONSTRUCTION MANAGER’S BASIC SERVICES § 3.1 Definition The Construction Manager’s Basic Services consist of those described in this Article 3, and include usual and customary Preconstruction and Construction Phase Services. Services not set forth in this Article 3 are Supplemental or Additional Services. The Owner, Construction Manager, and Contractors 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. § 3.2 Preconstruction Phase § 3.2.1 The Construction Manager shall review the program furnished by the Owner and any evaluation of the Owner’s program provided by the Architect, to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner and Architect. § 3.2.2 The Construction Manager shall provide a preliminary evaluation of the Owner’s program, schedule and construction budget requirements, each in terms of the other. Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 9 § 3.2.3 The Construction Manager shall prepare, and deliver to the Owner, for the Owner’s approval, a written Construction Management Plan that includes, at a minimum, the following: (1) preliminary evaluations required in Section 3.2.2, (2) a Project schedule, (3) cost estimates, (4) recommendations for construction phasing, and (5) Contractors’ scopes of Work. The Construction Manager shall periodically update the Construction Management Plan, for the Owner’s approval, over the course of the Project. § 3.2.4 The Construction Manager shall prepare and periodically update the Project schedule included in the Construction Management Plan 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 highlight items that affect the Project’s timely completion. § 3.2.5 The Construction Manager shall update the Project schedule to include the components of the Work, including phasing of construction, times of commencement and completion required of each Contractor, ordering and delivery of products, including those that must be ordered in advance of construction, obtaining the required reviews and approvals of authorities having jurisdiction over the Project, and the occupancy requirements of the Owner. § 3.2.6 Based on the preliminary design and information prepared or provided by the Architect and other Owner consultants, the Construction Manager shall prepare, for the Architect’s review and 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, including the establishment of sufficient contingency to reasonably anticipate the development of the Project’s design documents. § 3.2.7 The Construction Manager shall review design documents during their development and 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; sequencing for phased construction; time requirements for procurement, installation and construction; 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. § 3.2.8 The Construction Manager shall review recommendations for systems, materials, or equipment for the impact upon cost, schedule, sequencing, constructability, and coordination among the Contractors. The Construction Manager shall discuss its findings with the Owner and the Architect, and coordinate resolution, as necessary, of any such impacts. § 3.2.9 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 further development of the design, bidding or negotiating, price escalation, and market conditions. 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 Cost of the Work exceeds the latest approved Project budget, and make recommendations for corrective action. § 3.2.10 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 whenever the Construction Manager determines that the design, or details, adversely affect cost, scope, schedule, constructability, or quality of the Project. § 3.2.11 The Construction Manager shall provide recommendations and information to the Owner and Architect regarding the assignment of responsibilities for temporary Project facilities and equipment, materials and services for common use of the Contractors. The Construction Manager shall verify that such requirements and assignment of responsibilities are included in the proposed Contract Documents. Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 10 § 3.2.12 The Construction Manager shall provide recommendations and information to the Owner regarding the allocation of responsibilities for safety programs among the Contractors. § 3.2.13 The Construction Manager shall provide recommendations to the Owner and coordinate with the Architect on the division of the Project into individual contracts for the construction of various categories of Work. The Construction Manager shall review the Drawings and Specifications and make recommendations as required to provide that (1) the Work of the Contractors is coordinated, (2) all requirements for the Project are assigned to the appropriate Contract, (3) the likelihood of jurisdictional disputes is minimized, and (4) proper coordination is provided for phased construction. § 3.2.14 The Construction Manager shall make recommendations about, and coordinate the ordering and delivery of, materials in support of the schedule, including those that must be ordered in advance of construction. § 3.2.15 The Construction Manager shall assist the Owner in selecting, retaining, and coordinating the professional services of surveyors, geotechnical engineers, special consultants, and construction materials testing required for the Project. § 3.2.16 The Construction Manager shall provide an analysis of the types and quantities of labor required for the Project and review the availability of appropriate categories of labor required for critical phases. The Construction Manager shall make recommendations for actions designed to minimize adverse effects of labor shortages. § 3.2.17 The Construction Manager shall assist the Owner in obtaining information regarding applicable requirements for equal employment opportunity programs, and other programs as may be required by governmental and quasi- governmental authorities for inclusion in the Contract Documents. § 3.2.18 Following the Owner’s approval of the Drawings and Specifications, the Construction Manager shall update and submit the latest estimate of the Cost of the Work and the Project schedule for the Architect’s review and the Owner’s approval. § 3.2.19 The Construction Manager shall assist the Owner and the Architect with the development of the Bidding Documents, which consist of bidding requirements and proposed Contract Documents, in accordance with Minnesota Statutes Section 471.345 (“Public Bidding”). The Construction Manager, with the assistance of the Architect, shall issue Bidding Documents to bidders and conduct pre-bid conferences with prospective bidders. The Construction Manager shall issue the current Project schedule with each set of Bidding Documents. The Construction Manager shall assist the Architect with regard to questions from bidders and with the issuance of addenda. § 3.2.20 Reserved. § 3.2.21 The Construction Manager, with the assistance of the Architect, shall review bids, and prepare bid analyses, assist in evaluating responsiveness of bids to the bid requirements, assist Owner in review and determination of bidder responsibility and other compliance requirements, and make recommendations to the Owner for the Owner’s award of Contracts for Construction or rejection of bids, in accordance with Public Bidding. § 3.2.22 The Construction Manager, with the assistance of the Architect, shall assist the Owner in preparing Contracts for Construction. The Construction Manager shall advise the Owner on the acceptability of Subcontractors and material suppliers proposed by Contractors. The Owner will review and approve contracts consistent with the Owner’s approval process. § 3.2.23 The Construction Manager shall assist the Owner in obtaining building permits and special permits for permanent improvements, except for permits required to be obtained directly by the Contractors. The Construction Manager shall verify that the Owner has paid applicable fees and assessments. The Construction Manager shall assist the Owner and Architect in connection with the Owner’s responsibility for filing documents required for the approvals of governmental authorities having jurisdiction over the Project. Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 11 § 3.2.24 If the Owner identified a Sustainable Objective in Article 1, the Construction Manager shall fulfill its Preconstruction Phase responsibilities as required in AIA Document E235™–2019, Sustainable Projects Exhibit, Construction Manager as Adviser Edition, attached to this Agreement. § 3.3 Construction Phase § 3.3.1 The Construction Manager shall provide on-site administration of the Contracts for Construction in cooperation with the Architect as set forth below and in AIA Document A232™–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition, as modified. If the Owner and Contractor modify AIA Document A232–2019, those modifications shall not affect the Construction Manager’s services under this Agreement unless the Owner and the Construction Manager amend this Agreement. § 3.3.2 Subject to Section 4.2 and except as provided in Section 3.3.30, the Construction Manager’s responsibility to provide Construction Phase Services commences with the award of the initial Contract for Construction and terminates on the date the Architect issues the final Certificate for Payment. § 3.3.3 The Construction Manager shall provide a staffing plan to include one or more representatives who shall be in attendance at the Project site whenever the Work is being performed. § 3.3.4 The Construction Manager shall provide administrative, management and related services to coordinate scheduled activities and responsibilities of the Contractors with each other and with those of the Construction Manager, the Owner and the Architect. The Construction Manager shall coordinate the activities of the Contractors in accordance with the latest approved Project schedule and the Contract Documents. § 3.3.5 The Construction Manager shall review and analyze the construction schedules provided by the Contractors to update the Project schedule, incorporating the activities of the Owner, Architect, and Contractors on the Project, including activity sequences and durations, allocation of labor and materials, processing of Shop Drawings, Product Data and Samples, and delivery and procurement of products, including those that must be ordered in advance of construction. The Project schedule shall include the Owner’s occupancy requirements showing portions of the Project having occupancy priority. The Construction Manager shall update and reissue the Project schedule as required to show current conditions. If an update indicates that the previously approved Project schedule may not be met, the Construction Manager shall recommend corrective action to the Owner and Architect. § 3.3.6 The Construction Manager shall schedule and conduct meetings to discuss matters such as procedures, progress, coordination, and scheduling of the Work, and to develop solutions to issues identified. The Construction Manager shall prepare and promptly distribute minutes to the Owner, Architect and Contractors. § 3.3.7 In accordance with the Contract Documents and the latest approved Project schedule, and utilizing information from the Contractors, the Construction Manager shall review, analyze, schedule and coordinate the overall sequence of construction and assignment of space in areas where the Contractors are performing Work. § 3.3.8 The Construction Manager shall coordinate all tests and inspections required by the Contract Documents or governmental authorities, observe the on-site testing and inspections, and arrange for the delivery of test and inspection reports to the Owner and Architect. § 3.3.9 The Construction Manager shall diligently endeavor to obtain satisfactory performance from each of the Contractors. The Construction Manager shall recommend courses of action to the Owner when requirements of a Contract are not being fulfilled. § 3.3.10 The Construction Manager shall monitor and evaluate actual costs for activities in progress and estimates for uncompleted tasks and advise the Owner and Architect as to variances between actual costs and budgeted or estimated costs. If a Contractor is required to submit a Control Estimate, the Construction Manager shall meet with the Owner and Contractor to review the Control Estimate. The Construction Manager shall promptly notify the Contractor if there are any inconsistencies or inaccuracies in the information presented. The Construction Manager shall also report the Contractor’s cost control information to the Owner. § 3.3.11 Reserved. Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 12 § 3.3.12 The Construction Manager shall maintain accounting records on authorized Work performed under unit costs, additional Work performed on the basis of actual costs of labor and materials, and other Work requiring accounting records. § 3.3.12.1 The Construction Manager shall develop and implement procedures for the review and processing of Applications for Payment by Contractors for progress and final payments, consistent with the Prompt Payment of Local Government Bills, Minnesota Statutes Section 471.425 (“Prompt Pay Act”). § 3.3.12.2 Not more frequently than monthly, the Construction Manager shall review and certify the amounts due the respective Contractors as follows: .1 Where there is only one Contractor responsible for performing the Work, the Construction Manager shall, within seven days after the Construction Manager receives the Contractor’s Application for Payment, review the Application, certify the amount the Construction Manager determines is due the Contractor, and forward the Contractor’s Application and Certificate for Payment to the Architect. .2 Where there is more than one Contractor responsible for performing different portions of the Project, the Construction Manager shall, within seven days after the Construction Manager receives each Contractor’s Application for Payment: (1) review the Applications and certify the amount the Construction Manager determines is due each Contractor; (2) prepare a Summary of Contractors’ Applications for Payment by summarizing information from each Contractor’s Application for Payment; (3) prepare a Project Application and Certificate for Payment; (4) certify the total amount the Construction Manager determines is due all Contractors collectively; and (5) forward the Summary of Contractors’ Applications for Payment and Project Application and Certificate for Payment to the Architect. § 3.3.12.3 The Construction Manager’s certification for payment shall constitute a representation to the Owner, based on the Construction Manager’s evaluations of the Work and on the data comprising the Contractors’ Applications for Payment, that, to the best of the Construction Manager’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 the Contractors are entitled to payment in the amount certified. The foregoing representations are subject to (1) an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion; (2) results of subsequent tests and inspections; (3) correction of minor deviations from the Contract Documents prior to completion; and (4) specific qualifications expressed by the Construction Manager. The issuance of a Certificate for Payment shall further constitute a recommendation to the Architect and Owner that the Contractor be paid the amount certified. § 3.3.12.4 The certification of an Application for Payment or a Project Application for Payment by the Construction Manager shall not be a representation that the Construction Manager has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, procedures, or sequences for a Contractor’s own Work; (3) reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate each Contractor’s right to payment; or (4) ascertained how or for what purpose that Contractor has used money previously paid on account of the Contract Sum. Subject to Sections 3.3.14 and 3.3.15, the certification of an application for payment shall constitute the Construction Manager’s representation to the Owner that the Construction Manager has reported to the Owner and the Architect all defects in the Work or deviations from the Contract Documents that have been observed by or reported to the Construction Manager. § 3.3.13 The Construction Manager shall obtain and review the safety programs developed by each Contractor solely and exclusively for purposes of coordinating the safety programs with those of the other Contractors and for making recommendations for any additional safety measures to be considered in the Work of the Contractors. The Construction Manager’s responsibilities for coordination of safety programs shall not extend to direct control over or charge of the acts or omissions of the Contractors, Subcontractors, agents or employees of the Contractors or Subcontractors, or any other persons performing portions of the Work and not directly employed by the Construction Manager. § 3.3.14 The Construction Manager shall determine in general that the Work of each Contractor is being performed in accordance with the requirements of the Contract Documents and notify the Owner, Contractor and Architect of defects and deficiencies in the Work. The Construction Manager shall have the authority to reject Work that does Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 13 not conform to the Contract Documents and shall notify the Architect about the rejection. The failure of the Construction Manager to reject Work shall not constitute acceptance of the Work. The Construction Manager shall record any rejection of Work in its daily log and include information regarding the rejected Work in its progress reports to the Architect and Owner pursuant to Section 3.3.22.1. Upon written authorization from the Owner, the Construction Manager may require and make arrangements for additional inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not the Work is fabricated, installed or completed, and the Construction Manager shall give timely notice to the Architect of when and where the tests and inspections are to be made so that the Architect may be present for such procedures. § 3.3.15 The Construction Manager shall advise and consult with the Owner and Architect during the performance of its Construction Phase Services. The Construction Manager shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Construction Manager shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work of each of the Contractors, since these are solely the Contractor’s rights and responsibilities under the Contract Documents. The Construction Manager shall not be responsible for a Contractor’s failure to perform the Work in accordance with the requirements of the Contract Documents. The Construction Manager shall be responsible for the Construction Manager’s negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractors, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. § 3.3.16 The Construction Manager shall transmit to the Architect requests for interpretations, and requests for information of the meaning and intent of the Drawings and Specifications, and provide its written recommendation. The Construction Manager shall assist in the resolution of questions that may arise. § 3.3.17 The Construction Manager shall review requests for changes, assist in negotiating Contractors’ proposals, submit recommendations to the Architect and Owner, and, if the proposed changes are accepted or required by the Owner, prepare Change Orders or Construction Change Directives that incorporate the Architect’s modifications to the Contract Documents. § 3.3.18 The Construction Manager shall assist the Initial Decision Maker in the review, evaluation and documentation of Claims, subject to Section 4.2.2.7. § 3.3.19 Utilizing the submittal schedules provided by each Contractor, the Construction Manager shall prepare, and revise as necessary, a Project submittal schedule incorporating information from the Owner, Owner’s consultants, Owner’s Separate Contractors and vendors, governmental agencies, and participants in the Project under the management of the Construction Manager. The Project submittal schedule and any revisions shall be submitted to the Architect for approval. § 3.3.20 The Construction Manager shall promptly review all Shop Drawings, Product Data, Samples, and other submittals from the Contractors for compliance with the submittal requirements of the Contract, coordinate submittals with information contained in related documents, and transmit to the Architect those that the Construction Manager recommends for approval. The Construction Manager’s actions shall be taken in accordance with the Project submittal schedule approved by the Architect, or in the absence of an approved Project submittal schedule, with such reasonable promptness as to cause no delay in the Work or in the activities of the Contractors, the Owner, or the Architect. § 3.3.20.1 If professional design services or certifications by a design professional related to systems, materials, or equipment are specifically required of the Contractors by the Contract Documents, the Construction Manager shall review those submittals for sequencing, constructability, and coordination impacts on the other Contractors. The Construction Manager shall discuss its findings with the Owner and the Architect, and coordinate resolution, as necessary, of any such impacts. § 3.3.21 The Construction Manager shall keep a daily log containing a record of weather, each Contractor’s Work on the site, number of workers, identification of equipment, Work accomplished, problems encountered, and other similar relevant data as the Owner may require. Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 14 § 3.3.21.1 The Construction Manager shall collect, review for accuracy, and compile the Contractors’ daily logs; and include them in the Construction Manager’s reports prepared and submitted in accordance with section 3.3.21.2. § 3.3.21.2 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 identified below: .1 Work completed for the period; .2 Project schedule status; .3 Submittal schedule and status report, including a summary of remaining and outstanding submittals; .4 Request for information, Change Order, and Construction Change Directive status reports; .5 Tests and inspection reports; .6 Status report of nonconforming and rejected Work; .7 Daily logs; .8 Summary of all Contractors’ Applications for Payment; .9 Cumulative total of the Cost of the Work to date including the Construction Manager’s compensation and reimbursable expenses at the job site, if any; .10 Cash-flow and forecast reports; .11 Photographs to document the progress of the Project; .12 Status reports on permits and approvals of authorities having jurisdiction; and .13 Any other items the Owner may require: TBD § 3.3.21.3 In addition, for Projects constructed on the basis of the Cost of the Work, the Construction Manager shall include the following additional information in its progress reports: .1 Contractors’ work force reports; .2 Equipment utilization report; .3 Cost summary, comparing actual costs to updated cost estimates; and .4 Any other items as the Owner may require: TBD § 3.3.22 Utilizing the documents provided by the Contractors, the Construction Manager shall make available, at the Project site, the Contract Documents, including Change Orders, Construction Change Directives, and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and the approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be in electronic form or paper copy, available to the Owner, Architect, and Contractors. Upon completion of the Project, the Construction Manager shall deliver them to the Owner. § 3.3.23 The Construction Manager shall arrange for the delivery, storage, protection and security of Owner- purchased materials, systems and equipment that are a part of the Project until such items are incorporated into the Work. § 3.3.24 With the Owner’s maintenance personnel, the Construction Manager shall observe the Contractors’ final testing and start-up of utilities, operational systems and equipment and observe any commissioning as the Contract Documents may require. § 3.3.25 When the Construction Manager considers each Contractor’s Work or a designated portion thereof substantially complete, the Construction Manager shall, jointly with that Contractor, prepare for the Architect a list of incomplete or unsatisfactory items and a schedule for their completion. The Construction Manager shall assist the Architect in conducting inspections to determine whether the Work or designated portion thereof is substantially complete. § 3.3.26 When the Work of all of the Contractors, or designated portion thereof, is substantially complete, the Construction Manager shall prepare, and the Construction Manager and Architect shall execute, a Certificate of Substantial Completion. The Construction Manager shall submit the executed Certificate to the Owner and Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 15 Contractors. The Construction Manager shall coordinate the correction and completion of the Work. Following issuance of a Certificate of Substantial Completion of the Work or a designated portion thereof, the Construction Manager shall perform an inspection to confirm the completion of the Work of the Contractors and make recommendations to the Architect when the Work of all of the Contractors is ready for final inspection. The Construction Manager shall assist the Architect in conducting the final inspection. § 3.3.27 The Construction Manager shall forward to the Owner, with a copy to the Architect, the following information received from the Contractors: (1) certificates of insurance ; (2) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (3) affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner against liens; and (4) any other documentation required of the Contractors under the Contract Documents, including warranties and similar submittals. § 3.3.28 The Construction Manager shall coordinate receipt, and delivery to the Owner, of other items provided by the Contractors, such as keys, manuals, and record drawings. The Construction Manager shall forward to the Architect a final Project Application for Payment and Project Certificate for Payment, or a final Application for Payment and final Certificate for Payment, upon the Contractors’ compliance with the requirements of the Contract Documents. § 3.3.29 Duties, responsibilities and limitations of authority of the Construction Manager as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner and Construction Manager. Consent shall not be unreasonably withheld. § 3.3.30 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Construction Manager shall, without additional compensation, conduct a meeting with the Owner and Architect to review the facility operations and performance. ARTICLE 4 SUPPLEMENTAL AND ADDITIONAL SERVICES § 4.1 Supplemental Services § 4.1.1 The services listed below are not included in Basic Services but may be required for the Project. The Construction Manager shall provide the listed Supplemental Services only if specifically designated in the table below as the Construction Manager’s responsibility, and the Owner shall compensate the Construction Manager as provided in Section 11.2. Unless otherwise specifically addressed in this Agreement, if neither the Owner nor the Construction Manager is designated, the parties agree that the listed Supplemental Service is not being provided for the Project. (Designate the Construction Manager’s Supplemental Services and the Owner’s Supplemental Services required for the Project by indicating whether the Construction Manager or Owner shall be responsible for providing the identified Supplemental Service. Insert a description of the Supplemental Services in Section 4.1.2 below or attach the description of services as an exhibit to this Agreement.) ***Any additional or supplemental services will be determined by mutual agreement between Owner and Construction Manager as defined in separate, subsequently executed Project Specific Work Orders to this Agreement that shall be in accordance with this Agreement and the related Contract Documents.*** Supplemental Services Responsibility (Construction Manager, Owner or not provided) § 4.1.1.1 Measured drawings § 4.1.1.2 Tenant-related services § 4.1.1.3 Commissioning § 4.1.1.4 Development of a commissioning plan § 4.1.1.5 Sustainable Project Services pursuant to Section 4.1.3 § 4.1.1.6 Furniture, furnishings and equipment delivery, and installation coordination § 4.1.1.7 Furniture, furnishings and equipment procurement assistance § 4.1.1.8 Assistance with site selection § 4.1.1.9 Assistance with selection of the Architect § 4.1.1.10 Furnish land survey Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 16 § 4.1.1.11 Furnish geotechnical engineering services § 4.1.1.12 Provide insurance advice § 4.1.1.13 Provide supplemental Project risk analysis and mitigation strategies § 4.1.1.14 Stakeholder relationships management § 4.1.1.15 Owner moving coordination § 4.1.1.16 Coordination of Owner’s Separate Contractors § 4.1.1.17 Other Supplemental Services § 4.1.2 Description of Supplemental Services § 4.1.2.1 A description of each Supplemental Service identified in Section 4.1.1 as the Construction Manager’s responsibility is provided below. (Describe in detail the Construction Manager’s Supplemental Services identified in Section 4.1.1 or, if set forth in an exhibit, identify the exhibit.) § 4.1.2.2 A description of each Supplemental Service identified in Section 4.1.1 as the Owner’s responsibility is provided below. (Describe in detail the Owner’s Supplemental Services identified in Section 4.1.1 or, if set forth in an exhibit, identify the exhibit.) § 4.1.3 If the Owner identified a Sustainable Objective in Article 1, the Construction Manager shall provide, as a Supplemental Service, the Sustainability Services required in AIA Document E235™–2019, Sustainable Projects Exhibit, Construction Manager as Adviser Edition, attached to this Agreement. The Owner shall compensate the Construction Manager as provided in Section 11.2. § 4.2 Construction Manager’s Additional Services § 4.2.1 The Construction Manager may provide Additional Services after execution of this Agreement, without invalidating this Agreement. Except for services required due to the fault of the Construction Manager, any Additional Services provided in accordance with this Section 4.2 shall entitle the Construction Manager to compensation pursuant to Section 11.3. § 4.2.2 Upon recognizing the need to perform the following Additional Services, the Construction Manager shall notify the Owner in writing with reasonable promptness, explain the facts and circumstances giving rise to the need, and provide a quoted price. The Construction Manager shall not proceed to provide the following Additional Services until the Construction Manager receives the Owner’s written authorization. If Owner does not give such authorization, the Construction Manager shall not proceed with any of the following Additional Services, nor shall it be entitled to compensation for any of the following Additional Services if unauthorized, and Owner shall release Construction Manager from liability for not performing these Additional Services: .1 Services necessitated by a change in the Initial Information, previous instructions or approvals given by the Owner, or a material change in the Project including size, quality, complexity, the Owner’s schedule or budget for Cost of the Work, or procurement or delivery method, or bid packages in addition to those listed in Section 1.1.6. Services necessitated by sections 6.4 and 6.6 shall not be considered additional services; .2 Services necessitated by the enactment or revision of codes, laws, regulations or official interpretations after the date of this Agreement; .3 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of performance on the part of the Owner or the Owner’s other consultants or contractors; .4 Preparation of documentation for alternate bid or proposal requests proposed by the Owner; .5 Preparation for, and attendance at, more than 5 public presentations, meetings or hearings; .6 Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding, except where the Construction Manager is party thereto; Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 17 .7 Consultation concerning replacement of Work resulting from fire or other cause during construction and furnishing services required in connection with the replacement of such Work; or .8 Assistance to the Initial Decision Maker. § 4.2.3 To avoid delay in the Construction Phase, the Construction Manager shall provide the following Additional Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If, upon receipt of the Construction Manager’s notice, the Owner determines that all or parts of the services are not required, the Owner shall give prompt written notice to the Construction Manager of the Owner’s determination. The Owner shall compensate the Construction Manager for the services provided prior to the Construction Manager’s receipt of the Owner’s notice: .1 Providing assistance to the Initial Decision Maker in evaluating an extensive number of Claims submitted by a Contractor or others in connection with the Work. .2 Services required in an emergency to coordinate the activities of a Contractor or Contractors in the event of risk of personal injury or serious property damage, consistent with Section 3.3.15. § 4.2.4 Except for services required under Section 3.3.30, Construction Phase Services provided more than 60 days after (1) the date of Substantial Completion of the Work, or (2) the anticipated date of Substantial Completion identified in the Initial Information, whichever is earlier, shall be compensated as Additional Services to the extent the Construction Manager incurs additional cost in providing those Construction Phase Services. § 4.2.5 The performance time for each project under this Master Service Agreement shall be stated in each Project-Specific Work Order. ARTICLE 5 OWNER’S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including a written program, which shall set forth the Owner’s objectives; schedule; constraints and criteria; special equipment; systems; and site requirements. § 5.2 The Owner shall establish the Owner’s budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1; (2) the Owner’s other costs; and (3) reasonable contingencies related to all of these costs. The Owner shall update the Owner’s budget for the Project as necessary throughout the duration of the Project until final completion. If the Owner significantly increases or decreases the Owner’s budget for the Cost of the Work, the Owner shall notify the 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. § 5.3 The Owner acknowledges that accelerated, phased, or fast-track design and construction provides a benefit, but also carries with it the risk of additional costs. If the Owner selects accelerated, phased or fast-track scheduling, the Owner agrees to include in the budget for the Project sufficient contingencies to cover such costs. § 5.4 The Owner shall retain an Architect to provide services, duties and responsibilities as described in AIA Document B132–2019, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition, as modified. The Owner shall provide the Construction Manager with a copy of the scope of services in the agreement executed between the Owner and Architect, and any further modifications to the Architect’s scope of services in the agreement. § 5.5 The Owner shall identify a representative authorized to act on the Owner’s behalf with respect to the Project, as expressly delegated by the Owner’s Council with respect to the Project. The Owner shall render decisions pertaining to documents the Construction Manager submits in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Construction Manager’s services. In no event shall the Owner’s representative have authority to agree to any adjustments in the Contract Sum or Contract Time. All adjustments to the Contract Sum or Contract Time require approval by the Owner’s Council unless the Council expressly delegates in writing to the representative, defined authority to approve specified Sum adjustments or Time extensions. § 5.6 Unless provided by the Construction Manager, the Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 18 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. § 5.7 Unless provided by the Construction Manager, the Owner shall furnish services of geotechnical engineers, which may include test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 5.8 The Owner shall provide the Supplemental Services designated as the Owner’s responsibility in Section 4.1.1. § 5.9 If the Owner identified a Sustainable Objective in Article 1, the Owner shall fulfill its responsibilities as required in AIA Document E235™–2019, Sustainable Projects Exhibit, Construction Manager as Adviser Edition, attached to this Agreement. § 5.10 The Owner shall coordinate the services of its own consultants with those services provided by the Construction Manager. Upon the Construction Manager’s request, the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner’s consultants. The Owner shall furnish the services of consultants other than those designated as the responsibility of the Construction Manager in this Agreement, or authorize the Construction Manager to furnish them as an Additional Service, when the Construction Manager requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants and contractors maintain insurance, including professional liability insurance, as appropriate to the services or work provided. § 5.11 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 5.12 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner’s needs and interests. § 5.13 The Owner shall provide prompt written notice to the Construction Manager and Architect if the Owner becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect’s Instruments of Service or any fault or defect in the Construction Manager’s services. § 5.14 The Owner reserves the right to perform construction and operations related to the Project with the Owner’s own forces, and to award contracts in connection with the Project which are not part of the Construction Manager’s responsibilities under this Agreement. The Construction Manager shall notify the Owner if any such independent action will interfere with the Construction Manager’s ability to perform the Construction Manager’s responsibilities under this Agreement. When performing construction or operations related to the Project, the Owner agrees to be subject to the same obligations and to have the same rights as the Contractors. § 5.15 The Owner shall communicate with the Contractors and the Construction Manager’s consultants through the Construction Manager about matters arising out of or relating to the Contract Documents. The Owner and Construction Manager shall include the Architect in all communications that relate to or affect the Architect’s services or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Construction Manager otherwise relating to the Project. Communications by and with the Architect’s consultants shall be through the Architect. § 5.16 Before executing the Contracts for Construction, the Owner shall coordinate the Construction Manager’s duties and responsibilities set forth in the Contracts for Construction with the Construction Manager’s services set forth in this Agreement. The Owner shall provide the Construction Manager a copy of the executed agreements between the Owner and Contractors, including the General Conditions of the Contracts for Construction. Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 19 § 5.17 The Owner shall provide the Construction Manager access to the Project site prior to commencement of the Work and shall obligate the Contractors to provide the Construction Manager access to the Work wherever it is in preparation or progress. § 5.18 Within 15 days after receipt of a written request from the Construction Manager, the Owner shall furnish the requested information as necessary and relevant for the Construction Manager to evaluate, give notice of, or enforce lien rights. ARTICLE 6 COST OF THE WORK § 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include the Contractors’ general conditions costs, overhead and profit. The Cost of the Work also includes the reasonable value of labor, materials, and equipment, donated to, or otherwise furnished by, the Owner. The Cost of the Work includes the compensation of the Construction Manager and Construction Manager’s Consultants during the Construction Phase only, including compensation for reimbursable expenses at the job site, if any. The Cost of the Work does not include the compensation of the Architect; the costs of the land, rights-of-way, financing, or contingencies for changes in the Work; or other costs that are the responsibility of the Owner. § 6.1.1 This list of General Conditions and Temporary Facilities and Controls will be tracked by Construction Manager separately; Owner will pay for these items as a COST OF THE WORK per Article 6: · Jobsite / Field Office / Furniture · Office Equipment / Supplies · Telephones / Internet / Data · Superintendent Truck / Fuel / Computer/ I-pad · Postage / USPS/ FedEx / UPS or Courier fees · Temporary Construction Fence · All Costs associated with Ground Thawing to allow for Winter Construction · Temporary Heating or Weather Conditions Costs · Temporary Access Roads (rock road to maintain schedule) · Safety Supplies and Equipment Rental · Overtime and Acceleration costs to meet the Fast Tracked Schedule · Temporary Project Sign, Safety Signs etc. · Street Sweeping or Cleaning · Storm Water Pollution Prevention Plan and Execution · Temporary Electrical Energy Costs · Xcel Energy or Center Point Energy Costs (or utility company) · Reprographics · Temporary Barricades or Temporary Enclosures · Construction Progress Cleaning - Dumpsters · Construction Surveying · Final Cleaning as approved by Owner· · Premiums for CM’s Insurance shall be charged at 1% of total compensation paid to CM under this Agreement · Other general conditions needed to safely execute the work for the Owner § 6.2 The Owner’s budget for the Cost of the Work is provided in Initial Information, and shall be adjusted throughout the Project as required under Sections 5.2 and 6.4. Evaluations of the Owner’s budget for the Cost of the Work, and the estimates of the Cost of the Work prepared by the Construction Manager, represent the Construction Manager’s judgment as a person or entity familiar with the construction industry. It is recognized, however, that neither the Construction Manager nor the Owner has control over the cost of labor, materials; or equipment; the Contractors’ methods of determining bid prices; or competitive bidding, market, or negotiating conditions. Accordingly, the Construction Manager cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner’s budget for the Cost of the Work, or from any estimate of the Cost of the Work, or evaluation, prepared or agreed to by the Construction Manager. Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 20 § 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. § 6.4 If the Construction Manager’s estimate of the Cost of the Work exceeds the Owner’s budget for the Cost of the Work, the Construction Manager, in consultation with the Architect, shall make appropriate recommendations to the Owner to adjust the Project’s size, quality, or budget for the Cost of the Work. § 6.5 If the Construction Manager’s estimate of the Cost of the Work exceeds the Owner’s budget for the Cost of the Work, the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; .2 terminate in accordance with Section 9.5; .3 in consultation with the Construction Manager and Architect, revise the Project program, scope, or quality as required to reduce the Cost of the Work; or .4 implement any other mutually acceptable alternative. § 6.6 If the Owner chooses to revise the Project program, scope, or quality to reduce the Cost of the Work pursuant to Section 6.5.3, or if the bids or proposals received from the prospective Contractors, in the aggregate, exceed the Owner’s budget for the Cost of the Work, and the Owner chooses to revise the Project program, scope, or quality to reduce the Cost of the Work , the Construction Manager shall cooperate with the Owner and Architect to develop the necessary revisions, update the cost estimate, and obtain additional bids. The Construction Manager will perform the services described in Sections 6.4 and 6.6 without additional compensation. ARTICLE 7 COPYRIGHTS AND LICENSES The Construction Manager and the Construction Manager’s consultants, if any, shall not own or claim a copyright in the Instruments of Service. The Construction Manager, the Construction Manager’s consultants, if any, and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. ARTICLE 8 CLAIMS AND DISPUTES § 8.1 General § 8.1.1 The Owner and Construction Manager shall commence all claims and causes of action against the other and arising out of or related to this Agreement, whether in contract, tort, or otherwise, in accordance with the requirements of the binding dispute resolution method selected in this Agreement and within the period specified by applicable law. § 8.1.2 To the extent damages are covered by property insurance, the Owner and Construction Manager waive all rights against each other and against the contractors, consultants, agents, and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A232–2019, General Conditions of the Contract for Construction. The Owner or the Construction Manager, as appropriate, shall require of the contractors, consultants, agents, and employees of any of them, similar waivers in favor of the other parties enumerated herein. § 8.1.3 The Construction Manager shall indemnify and hold the Owner and the Owner’s officers and employees harmless from and against damages, losses and judgments arising from claims by third parties, including reasonable attorneys’ fees and expenses recoverable under applicable law, but only to the extent they are caused by the negligent acts or omissions of the Construction Manager, its employees and its consultants in the performance of professional services under this Agreement. The Construction Manager’s obligation to indemnify and hold the Owner and the Owner’s officers and employees harmless does not include a duty to defend. § 8.1.4 The Construction Manager 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 Construction Manager be responsible for consequential damages that do not result from their negligent or wrongful conduct. Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 21 § 8.2 Mediation § 8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation. Mediation is not a condition precedent to commencing litigation, but if litigation is commenced, the parties agree to mediate before any dispositive motion or trial. § 8.2.2 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 8.2.3 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding dispute resolution shall be the following: (Check the appropriate box.) [ ] Arbitration pursuant to Section 8.3 of this Agreement [ X ] Litigation in a court of competent jurisdiction in Hennepin County, Minnesota [ ] Other: (Specify) (Paragraph Deleted) § 8.3 The provisions of this Article 8 shall survive the termination of this Agreement. ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 Except for amounts that are the subject of a good faith dispute, if the Owner fails to make payments to the Construction Manager, Construction Manager shall (Paragraph Deleted) give Owner written notice of nonpayment, including the amount owed, and provide fourteen (14) days for the Owner to (Paragraphs Deleted) cure. If the Owner fails to cure the nonpayment following the fourteen (14) day cure period, then Construction Manager in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Construction Manager’s option, cause for suspension of performance of services under this Agreement. If the Construction Manager elects to suspend services, the Construction Manager shall give seven days’ written notice to the Owner before suspending services. In the event of a suspension of services, the Construction Manager shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Owner shall pay the Construction Manager all sums due which are not subject to a good faith dispute prior to suspension and any expenses incurred in the interruption and resumption of the Construction Manager’s services. The Construction Manager’s fees for the remaining services and the time schedules shall be equitably adjusted. § 9.2 If the Owner suspends the Project, the Construction Manager shall be compensated for services timely and properly performed prior to notice of such suspension. When the Project is resumed, the Construction Manager shall be compensated for expenses incurred in the interruption and resumption of the Construction Manager’s services. The Construction Manager’s fees for the remaining services and the time schedules shall be equitably adjusted. Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 22 § 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Construction Manager, the Construction Manager may terminate this Agreement by giving not less than seven days’ written notice. § 9.4 Either party may terminate this Agreement upon not less than seven days’ written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 9.5 The Owner may terminate this Agreement upon not less than seven days’ written notice to the Construction Manager for the Owner’s convenience and without cause. § 9.6 If the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Construction Manager terminates this Agreement pursuant to Section 9.3, the Owner shall compensate the Construction Manager for services performed prior to termination, Reimbursable Expenses incurred, and reasonable and substantiated costs attributable to termination. § 9.7 In addition to any amounts paid under Section 9.6, if the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Construction Manager terminates this Agreement pursuant to Section 9.3, the Owner shall pay to the Construction Manager the following termination fee: (Set forth below the amount of any termination fee, or the method for determining any termination fee.) § 9.8 Except as otherwise expressly provided herein, this Agreement shall terminate one year from the date of Substantial Completion. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located, excluding that jurisdiction’s choice of law rules. § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A232–2019, General Conditions of the Contract for Construction, as modified, except for purposes of this Agreement, the term “Work” shall include the work of all Contractors under the administration of the Construction Manager and the Architect. § 10.3 The Owner and Construction Manager, respectively, bind themselves, their agents, successors, assigns, and legal representatives to this Agreement. Neither the Owner nor the Construction Manager shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner’s rights and obligations under this Agreement, including any payments due to the Construction Manager by the Owner prior to the assignment. § 10.4 If the Owner requests the Construction Manager to execute certificates, the proposed language of such certificates shall be submitted to the Construction Manager for review at least 14 days prior to the requested dates of execution. If the Owner requests the Construction Manager to execute consents reasonably required to facilitate assignment to a lender, the Construction Manager shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Construction Manager for review at least 14 days prior to execution. The Construction Manager shall not be required to execute certificates or consents that would require knowledge, services, or responsibilities beyond the scope of this Agreement. § 10.5 Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a third party against either the Owner or Construction Manager. § 10.6 Unless otherwise required in this Agreement, the Construction Manager shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. § 10.7 With Owner’s written consent, the Construction Manager shall have the right to include photographic or artistic representations of the design of the Project among the Construction Manager’s promotional and professional Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 23 materials. The Construction Manager shall provide professional credit for the Architect and the Contractors in the Construction Manager’s promotional materials for the Project. The Construction Manager shall be given reasonable access to the completed Project to make such representations. However, the Construction Manager’s materials shall not include the Owner’s confidential or proprietary information if the Owner has previously advised the Construction Manager in writing of the specific information considered by the Owner to be confidential or proprietary. This Section 10.7 shall survive the termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 9.4. § 10.8 If the Construction Manager or Owner receives information specifically designated as “confidential” or “business proprietary,” the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except as set forth in Section 10.8.1. This Section 10.8 shall survive the termination of this Agreement. This section is subject to the Minnesota Government Data Practices Act, and the Construction Manager shall maintain its records consistent with the requirements of the Act. § 10.8.1 The receiving party may disclose "confidential" or "business proprietary" information after 7 days’ notice to the other party, when required by law, arbitrator’s order, or court order, including a subpoena or other form of compulsory legal process issued by a court or governmental entity, or to the extent such information is reasonably necessary for the receiving party to defend itself in any dispute. The receiving party may also disclose such information to its employees, consultants, or contractors in order to perform services or work solely and exclusively for the Project, provided those employees, consultants and contractors are subject to the restrictions on the disclosure and use of such information as set forth in this Section 10.8. § 10.9 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining provisions. If it is determined that any provision of the Agreement violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Agreement shall be construed, to the fullest extent permitted by law, to give effect to the parties’ intentions and purposes in executing the Agreement. § 10.10 Record Keeping—Availability and Retention. Pursuant to Minnesota Statutes, Section 16C.05, subd. 5, Construction Manager agrees that the books, records, documents and accounting procedures and practices of Construction Manager, 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. Construction Manager shall maintain such records for a minimum of six (6) years after final payment. § 10.11 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. § 10.12 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. ARTICLE 11 COMPENSATION § 11.1 For the Construction Manager’s Basic Services described under Article 3, the Owner shall compensate the Construction Manager as follows: § 11.1.1 For Preconstruction Phase Services in Section 3.2: (Insert amount of, or basis for, compensation, including stipulated sums, multiples or percentages.) Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 24 To be determined by mutual agreement between Owner and Construction Manager as defined in separate, subsequently executed Project Specific Work Orders to this Agreement that shall be in accordance with this Agreement and the related Contract Documents. § 11.1.2 For Construction Phase Services in Section 3.3: (Insert amount of, or basis for, compensation, including stipulated sums, multiples or percentages.) The Construction Manager’s Fee will be a percentage of the Cost of Work computed, based on the each work order’s Cost of Work at Completion plus hourly rates set forth in 11.5. The percentage of the Cost of Work will be calculated based on agreed upon brake points.: Projects under $1.0 Million: 5% CM Fee Projects $1.0 M - $2.0 Million: 4% CM Fee Projects $3.0 M - $5.0 Million: 2% CM Fee Projects over $5.0 Million: 1.5% CM Fee § 11.2 For the Construction Manager’s Supplemental Services designated in Section 4.1.1, and for any Sustainability Services required pursuant to Section 4.1.3, the Owner shall compensate the Construction Manager as follows: (Insert amount of, or basis for, compensation. If necessary, list specific services to which particular methods of compensation apply.) § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.2, the Owner shall compensate the Construction Manager as follows: (Insert amount of, or basis for, compensation.) For staff: On an hourly basis per the published rates in this Agreement. For expenses: On terms as set forth in this Agreement. § 11.4 The Owner shall preapprove any consultants that are not otherwise included under Sections 11.2 and 11.3 and pay directly for those services. In the event that Owner authorizes Construction Manager in writing to pay for such consulting services, the compensation shall be the amount invoiced to the Construction Manager plus 5%. : (Insert amount of, or basis for computing, Construction Manager’s consultants’ compensation for Supplemental or Additional Services.) § 11.5 The hourly billing rates for services of the Construction Manager and the Construction Manager’s consultants are set forth below. The rates shall be adjusted in accordance with the Construction Manager’s and Construction Manager’s consultants’ normal review practices. (If applicable, attach an exhibit of hourly billing rates or insert them below.) These rates may be adjusted over time, and by mutual agreement between Owner and Construction Manager as defined in separate, subsequently executed Project Specific Work Orders to this Agreement that shall be in accordance with this Agreement and the related Contract Documents. All rates are effective through 2025 and will increase in 2026 and 2027 by $5.00 per hour per employee/category respectively. Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 25 Employee or Category Rate ($0.00) Vice President Director of Operations Project Executive Sr. Project Manager Project Manager Project Superintendent Preconstruction Manager/Estimator Project Engineer $ 170.00/hour $ 165.00/hour $ 150.00/hour $ 150.00/hour $ 140.00/hour $ 135.00/hour $ 130.00/hour $ 125.00/hour § 11.6 Compensation for Reimbursable Expenses § 11.6.1 Reimbursable Expenses are in addition to compensation for Basic, Supplemental, and Additional Services and include expenses incurred by the Construction Manager and the Construction Manager’s consultants directly related to the Project, as follows: .1 Transportation and authorized out-of-town travel and subsistence; .2 Long distance services, dedicated data and communication services, teleconferences, Project web sites, and extranets; .3 Permitting and other fees required by authorities having jurisdiction over the Project; .4 Printing, reproductions, plots, and standard form documents; .5 Postage, handling, and delivery; .6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner; .7 Professional photography, and presentation materials requested by the Owner; .8 If required by the Owner, and with the Owner’s prior written approval, the Construction Manager’s consultants’ expenses of professional liability insurance dedicated exclusively to this Project, or the expense of additional insurance coverage or limits in excess of that normally maintained by the Construction Manager’s consultants; .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses;.11 All general conditions and temporary facilities and controls outlined in Section 6.1.; .12 Other similar Project-related expenditures; § 11.6.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Construction Manager and the Construction Manager’s consultants plus Zero percent ( 0 %) of the expenses incurred. § 11.7 Construction Manager’s Insurance. If the types and limits of coverage required in Section 2.8 are in addition to the types and limits the Construction Manager normally maintains, the Owner shall pay the Construction Manager for the additional costs incurred by the Construction Manager for the additional coverages as set forth below. (Insert the additional coverages the Construction Manager is required to obtain in order to satisfy the requirements set forth in Section 2.8, and for which the Owner shall reimburse the Construction Manager.) In the event any Project-Specific Work Order requires additional or particular insurance coverage, those requirements will be outlined therein and added to the contract price for that Project. § 11.8 Payments to the Construction Manager § 11.8.1 Initial Payment § 11.8.1.1 An initial payment of ($ ) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. Construction Manager shall credit that amount to the Owner’s account upon invoicing for preconstruction services. *** Amount of initial payment to be determined by mutual agreement between Owner and Construction Manager as defined in separate, subsequently executed Project Specific Work Orders to this Agreement that shall be in accordance with this Agreement and the related Contract Documents.*** § 11.8.2 Progress Payments § 11.8.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Construction Manager’s invoice, pursuant to the Prompt Payment of Local Government Bills, Minnesota Statutes, Section 471.425 (“Prompt Payment Act”), which Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 26 shall govern payments made under this Agreement. Amounts unpaid 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% per annum § 11.8.2.2 The Owner shall not withhold amounts from the Construction Manager’s compensation to impose a penalty or liquidated damages on the Construction Manager The Owner’s right, if any, to offset sums due to the Construction Manager shall be governed by applicable law, including but not limited to the Prompt Payment Act. Interest on unpaid amounts shall not accrue on any amounts that the Owner withholds in good faith based on a dispute over Construction Manager’s services. § 11.8.2.3 Records of Reimbursable Expenses, expenses pertaining to Supplemental and Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. The Construction Manager shall keep and maintain accurate documentation of all claimed reimbursable expenses in a form that may be independently audited. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: (Include other terms and conditions applicable to this Agreement.) § 12.1 To the extent that any conflict arises between the terms of this C-132 Agreement and the A232- General Conditions, the terms of this C-132 Agreement shall control. § ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 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 the Owner and Construction Manager. § 13.2 This Agreement is comprised of the following documents identified below: .1 AIA Document C132™–2019, Standard Form Agreement Between Owner and Construction Manager as Adviser, as modified .2 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.) .3 Exhibits: (Check the appropriate box for any exhibits incorporated into this Agreement.) [ ] AIA Document E235™–2019, Sustainable Projects Exhibit, Construction Manager as Adviser Edition, dated as indicated below: (Insert the date of the E235-2019 incorporated into this agreement.) [ ] Other Exhibits incorporated into this Agreement: (Clearly identify any other exhibits incorporated into this Agreement, including any exhibits identified in Section 4.1.2.) .4 Other documents: Init. / AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 27 (List other documents, if any, forming part of the Agreement.) A-232 General Conditions of the Contract, as amended A-221 Project Specific Work Orders Any other documents identified in the Project Specific Work Orders to follow between Owner and Construction Manager as Adviser. This Agreement is entered into as of the day and year first written above. CITY OF RICHFIELD (Signature) CONSTRUCTION MANAGER(Signature) Mary B. Supple, Mayor Jon Cramer, President (Printed name and title) (Printed name and title) CITY OF RICHFIELD (Signature) Katie Rodriguez , City Manager (Printed name and title) Additions and Deletions Report for AIA® Document C132® – 2019 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 16:34:37 ET on 04/18/2025. Additions and Deletions Report for AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 1 PAGE 1 AGREEMENT made as of the _____ day of _______ in the year 2025 ... City of Richfield 6700 Portland Ave Richfield, MN 55423 ... Loeffler Construction Consulting LLC d/b/a Loeffler Construction & Consulting 9202 202nd St. W., Suite 100 Lakeville, MN 55044 Telephone Number: 952.955.9119 ... Veterans Park Improvements 6335 Portland Ave, Richfield, MN 55423 This includes improvements to the pool, ice arena, and general park trail and building improvements. ... To be determined per project. ... The Owner and Construction Manager agree as follows. ... The Owner and Construction Manager agree as follows: This C-132 shall serve as the MASTER AGREEMENT between the Owner and Construction Manager/Adviser. For each phase of the Project, Owner and Construction Additions and Deletions Report for AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 2 manager shall execute a mutually agreed upon Project-Specific Work Orders as an Addendum to this Master Agreement that shall be in accordance with this Agreement and the related Contract Documents. PAGE 2 Term: The term of this Master Agreement shall be three (3) years from the date noted above (“Date of Master Agreement”), at which point the agreement will renew unless either party provides written notice of their intent NOT to renew. Notice must be provided at least 60 days prior to the renewal date in accordance with the contract documents. In the event either party elects not to renew this Master Agreement, the terms of this Master Agreement shall remain applicable and enforceable until all Project-Specific Work Orders executed under this Master Agreement are completed, paid in full, or terminated in accordance with the contract ... documents. PAGE 3 TABLE OF ARTICLES ... .The program consists of improvements to the Richfield Public Pool, portions of the Richfield Ice Arena, and general park improvements at Veterans Park. The specifics relating to these projects will be outlined in the related contract documents. ... . The project site is Veterans Park at 6335 Portland Ave, Richfield, MN. This also includes the Ice Arena facility at Veterans Park located at 636 East 66th Street, Richfield, MN 55423, and the Pool facility located at 630 East 66th Street, Richfield, MN 55423. ... The budget as of March 2025 for this program is $6,890,000 PAGE 4 The Pool project design is anticipated to take place in the spring and summer of 2025 ... The Park and Ice Arena design phase is anticipated to take place in the summer of 2025 ... Pool project construction is anticipated to take place starting in August of 2025. Ice Arena Projects are anticipated to start fall of 2025 with the roof replacement taking place October of 2025. Park improvement projects are anticipated to take place in the summer of 2026 ... .3 Substantial Completion date or dates: Fall 2027 Additions and Deletions Report for AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 3 ... . ... The City must spend 10% of bond proceeds withing 6 months of the bond sale, 45% of bond proceeds within 12 months, 75% of bond proceeds by 18 months and all of the bond proceeds within 2 years. The City anticipates issuing bonds in fall of 2025, this means projects must be completed by fall of 2027. . ... Multiple Prime Contractor public bidding pursuant to the Minnesota Uniform Municipal Contracting Act, Minnesota Statutes, Sections 471.345 and 123B.52 (“Public Bidding”), with the assistance of the Construction Manager as Advisor. . ... .Construction on pool facility must take place outside the normal pool operating season, June - August. ... N/A. ... . PAGE 5 Karl Huemiller 7000 Portland Ave, Richfield, MN 55423 Phone – 612-861-9387 Email – khuemiller@richfieldmn.gov ... TBD ... See Project Specific Work Orders. ... See Project Specific Work Orders. ... See Project Specific Work Orders. ... Additions and Deletions Report for AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 4 See Project-Specific Work Orders. ... See Project-Specific Work Orders. ... See Project-Specific Work Orders. ... Jon Cramer 9202 202nd St. W. , Suite 100 Lakeville, MN 55044 Telephone Number: 952.955.9119 PAGE 6 TBD per project; see Project-Specific Work Orders. ... TBD per project; see Project-Specific Work Orders. ... TBD per project; see Project-Specific Work Orders. ... Not applicable.. ... § 1.2 The Owner and Construction Manager may rely on the Initial Information. Both parties, however, recognize that the Initial Information may materially change and, in that event, the Owner and the Construction Manager shall by Project-Specific Work Order or other written agreement appropriately adjust the Construction Manager’s services, schedule for the Construction Manager’s services, and the Construction Manager’s compensation. The Owner shall adjust the Owner’s budget for the Cost of the Work and the Owner’s anticipated design and construction milestones, as necessary, to accommodate material changes in the Initial Information. ... § 1.3 The parties shall agree upon written protocols governing the transmission and use of, and reliance on, of Instruments of Service or any other information or documentation in digital form. The parties will use AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. ... § 1.3.1 Any use of, or reliance on, all or a portion of a building information model without agreement to written protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, and Additions and Deletions Report for AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 5 the requisite AIA Document G202™–2013, Project Building Information Modeling Protocol Form, shall be at the using or relying party’s sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. ... § 2.2 The Construction Manager shall perform its services consistent with the skill and care ordinarily provided by experienced construction managers practicing in the same or similar locality under the same or similar circumstances. The Construction Manager shall perform its services as expeditiously as is consistent with such skill and care and the orderly progress of the Project. PAGE 7 § 2.3 The Construction Manager shall provide its services in conjunction with the services of an Architect as described in AIA Document B132™–2019, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition. Edition, as modified. The Construction Manager shall not be responsible for actions taken by the Architect. ... § 2.8.1 Commercial General Liability with policy limits of not less than One Million Dollars and Zero Cents ($ 1,000,000.00 ) for each occurrence and Two Million Dollars and Zero Cents ($ 2,000,000.00 ) in the aggregate for bodily injury and property damage. ... § 2.8.2 Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Construction Manager with policy limits of not less than One Million Dollars and Zero Cents ($ 1,000,000.00 ) 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. ... § 2.8.4 Workers’ Compensation at statutory limits and Employers Liability with policy limits not less than Five Hundred Thousand Dollars ($ $500,000 ) each accident, Five Hundred Thousand Dollars ($ 500,000 ) each employee, and Five Hundred Thousand Dollars ($ 500,000 ) policy limit. ... § 2.8.5 Professional Liability covering negligent acts, errors and omissions in the performance of professional services with policy limits of not less than Two Million Dollars and Zero Cents ($ 2,000,000.00 ) per claim and Two Million Dollars and Zero Cents ($ 2,000,000.00 ) in the aggregate. PAGE 8 § 2.8.6 Additional Insured Obligations. To the fullest extent permitted by law, the Construction Manager shall cause the primary and excess or umbrella policies 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. ... § 2.8.7 The Construction Manager shall provide certificates of insurance to the Owner that evidence compliance with the requirements in this Section 2.8. Such proof of insurance shall confirm that the insurer has agreed that it will not cancel the insurance without giving the Owner thirty (30) days advance written notice of its intent to cancel. The Additions and Deletions Report for AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 6 Construction Manager shall likewise demand from its consultants proof of insurance meeting the foregoing requirements as a condition precedent to their engagement to perform services on the Project. ... § 2.8.8 The Construction Manager’s policies shall be primary insurance to any other valid and collectible insurance available to the Owner with respect to any claim arising out of The Construction Manager’s performance under this Contract. The Construction Manager is responsible for payment of Contract related insurance premiums and deductibles. The Construction Manager’s policies shall include legal defense fees in addition to its liability policy limits, with the exception of the professional liability insurance. All policies listed above, except professional liability, shall be written on an “occurrence” form (“claims made” and “modified occurrence” forms are not acceptable) and shall apply on a “per project” basis. The Construction Manager shall obtain insurance policies from insurance companies having an “AM BEST” rating of A- (minus); Financial Size Category (FSC) VII or better, and authorized to do business in the State of Minnesota. ... § 2.8.9 Notwithstanding the foregoing, the Owner reserves the right to immediately terminate this Contract if the Construction Manager is not in compliance with the insurance requirements contained herein and retains all rights to pursue any legal remedies against the Construction Manager. ... § 2.9 The Construction Manager shall assist the Owner, Architect, and other Project participants in establishing written 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, reliance, and exchange of digital data, including building information models for the Project.data. ... § 2.10 A centralized electronic document management system will be used on the Project, and the Construction Manager shall be designated the Responsible Project Participant in section 3.5 of E203-2013, responsible for managing and maintaining the centralized electronic document management system. The centralized electronic document management system shall include all items listed in Article 3 of E203, and the following: ... (List any items that are to be included in the centralized electronic management system.)that are not listed in Article 3 of E203-2013.) PAGE 9 § 3.2.3 The Construction Manager shall prepare, and deliver to the Owner, for the Owner’s approval, a written Construction Management Plan that includes, at a minimum, the following: (1) preliminary evaluations required in Section 3.2.2, (2) a Project schedule, (3) cost estimates, (4) recommendations for Project delivery method, construction phasing, and (5) Contractors’ scopes of Work. The Construction Manager shall periodically update the Construction Management Plan, for the Owner’s approval, over the course of the Project. PAGE 10 § 3.2.13 The Construction Manager shall provide recommendations to the Owner and coordinate with the Architect on the division of the Project into individual contracts for the construction of various categories of Work, including the method to be used for selecting Contractors and awarding Contracts for Construction. Work. The Construction Manager shall review the Drawings and Specifications and make recommendations as required to provide that (1) the Work of the Contractors is coordinated, (2) all requirements for the Project are assigned to the Additions and Deletions Report for AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 7 appropriate Contract, (3) the likelihood of jurisdictional disputes is minimized, and (4) proper coordination is provided for phased construction. ... § 3.2.19 The Construction Manager, in consultation with the Owner, shall develop bidders’ interest in the Project and establish bidding schedules. The Construction Manager shall assist the Owner and the Architect with the development of the Bidding Documents, which consist of bidding requirements and proposed Contract Documents. Documents, in accordance with Minnesota Statutes Section 471.345 (“Public Bidding”). The Construction Manager, with the assistance of the Architect, shall issue Bidding Documents to bidders and conduct pre-bid conferences with prospective bidders. The Construction Manager shall issue the current Project schedule with each set of Bidding Documents. The Construction Manager shall assist the Architect with regard to questions from bidders and with the issuance of addenda. ... § 3.2.20 The Construction Manager shall submit a list of prospective bidders for the Architect’s review and the Owner’s approval.Reserved. ... § 3.2.21 The Construction Manager, with the assistance of the Architect, shall review bids, and prepare bid analyses, assist in evaluating responsiveness of bids to the bid requirements, assist Owner in review and determination of bidder responsibility and other compliance requirements, and make recommendations to the Owner for the Owner’s award of Contracts for Construction or rejection of bids.bids, in accordance with Public Bidding. ... § 3.2.22 The Construction Manager, with the assistance of the Architect, shall assist the Owner in preparing Contracts for Construction. The Construction Manager shall advise the Owner on the acceptability of Subcontractors and material suppliers proposed by Contractors. The Owner will review and approve contracts consistent with the Owner’s approval process. PAGE 11 § 3.3.1 The Construction Manager shall provide on-site administration of the Contracts for Construction in cooperation with the Architect as set forth below and in AIA Document A232™–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition. Edition, as modified. If the Owner and Contractor modify AIA Document A232–2019, those modifications shall not affect the Construction Manager’s services under this Agreement unless the Owner and the Construction Manager amend this Agreement. ... § 3.3.9 The Construction Manager shall diligently endeavor to obtain satisfactory performance from each of the Contractors. The Construction Manager shall recommend courses of action to the Owner when requirements of a Contract are not being fulfilled. ... § 3.3.11 The Construction Manager shall develop cash flow reports and forecasts for the Project and include them in the Construction Manager’s progress reports.Reserved. PAGE 12 § 3.3.12.1 The Construction Manager shall develop and implement procedures for the review and processing of Applications for Payment by Contractors for progress and final payments.payments, consistent with the Prompt Payment of Local Government Bills, Minnesota Statutes Section 471.425 (“Prompt Pay Act”). Additions and Deletions Report for AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 8 ... § 3.3.12.4 The certification of an Application for Payment or a Project Application for Payment by the Construction Manager shall not be a representation that the Construction Manager has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, procedures, or sequences for a Contractor’s own Work; (3) reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate each Contractor’s right to payment; or (4) ascertained how or for what purpose that Contractor has used money previously paid on account of the Contract Sum. Subject to Sections 3.3.14 and 3.3.15, the certification of an application for payment shall constitute the Construction Manager’s representation to the Owner that the Construction Manager has reported to the Owner and the Architect all defects in the Work or deviations from the Contract Documents that have been observed by or reported to the Construction Manager. PAGE 14 .13 Any other items the Owner may require: TBD ... TBD PAGE 15 § 3.3.29 Duties, responsibilities and limitations of authority of the Construction Manager as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Construction Manager, Architect, and Contractors. Owner and Construction Manager. Consent shall not be unreasonably withheld. ... (Designate the Construction Manager’s Supplemental Services and the Owner’s Supplemental Services required for the Project by indicating whether the Construction Manager or Owner shall be responsible for providing the identified Supplemental Service. Insert a description of the Supplemental Services in Section 4.1.2 below or attach the description of services as an exhibit to this Agreement.) ... ***Any additional or supplemental services will be determined by mutual agreement between Owner and Construction Manager as defined in separate, subsequently executed Project Specific Work Orders to this Agreement that shall be in accordance with this Agreement and the related Contract Documents.*** PAGE 16 § 4.1.2.1 A description of each Supplemental Service identified in Section 4.1.1 as the Construction Manager’s responsibility is provided below.below. ... § 4.1.2.2 A description of each Supplemental Service identified in Section 4.1.1 as the Owner’s responsibility is provided below.below. ... § 4.2.2 Upon recognizing the need to perform the following Additional Services, the Construction Manager shall notify the Owner with reasonable promptness and in writing with reasonable promptness, explain the facts and Additions and Deletions Report for AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 9 circumstances giving rise to the need. need, and provide a quoted price. The Construction Manager shall not proceed to provide the following Additional Services until the Construction Manager receives the Owner’s written authorization:authorization. ... If Owner does not give such authorization, the Construction Manager shall not proceed with any of the following Additional Services, nor shall it be entitled to compensation for any of the following Additional Services if unauthorized, and Owner shall release Construction Manager from liability for not performing these Additional Services: ... .5 Preparation for, and attendance at, a public presentation, meeting or hearing;more than 5 public presentations, meetings or hearings; PAGE 17 § 4.2.3 To avoid delay in the Construction Phase, the Construction Manager shall provide the following Additional Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If, upon receipt of the Construction Manager’s notice, the Owner determines that all or parts of the services are not required, the Owner shall give prompt written notice to the Construction Manager of the Owner’s determination. The Owner shall compensate the Construction Manager for the services provided prior to the Construction Manager’s receipt of the Owner’s notice:notice: ... § 4.2.5If the services covered by ... this Agreement have not been completed within ( ) months of the date of this Agreement, through no fault of the Construction Manager, extension of the Construction Manager’s services beyond that time shall be compensated as Additional Services.The performance time for each project under this Master Service Agreement shall be stated in each Project-Specific Work Order. ... § 5.4 The Owner shall retain an Architect to provide services, duties and responsibilities as described in AIA Document B132–2019, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition. Edition, as modified. The Owner shall provide the Construction Manager with a copy of the scope of services in the agreement executed between the Owner and Architect, and any further modifications to the Architect’s scope of services in the agreement. ... § 5.5 The Owner shall identify a representative authorized to act on the Owner’s behalf with respect to the Project, as expressly delegated by the Owner’s Council with respect to the Project. The Owner shall render decisions pertaining to documents the Construction Manager submits in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Construction Manager’s services. In no event shall the Owner’s representative have authority to agree to any adjustments in the Contract Sum or Contract Time. All adjustments to the Contract Sum or Contract Time require approval by the Owner’s Council unless the Council expressly delegates in writing to the representative, defined authority to approve specified Sum adjustments or Time extensions. PAGE 19 Additions and Deletions Report for AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 10 § 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include the Contractors’ general conditions costs, overhead and profit. The Cost of the Work also includes the reasonable value of labor, materials, and equipment, donated to, or otherwise furnished by, the Owner. The Cost of the Work includes the compensation of the Construction Manager and Construction Manager’s Consultants during the Construction Phase only, including compensation for reimbursable expenses at the job site, if any. The Cost of the Work does not include the compensation of the Architect; the costs of the land, rights-of-way, financing, or contingencies for changes in the Work; or other costs that are the responsibility of the Owner. ... § 6.1.1 This list of General Conditions and Temporary Facilities and Controls will be tracked by Construction Manager separately; Owner will pay for these items as a COST OF THE WORK per Article 6: ... · Jobsite / Field Office / Furniture ... · Office Equipment / Supplies ... · Telephones / Internet / Data ... · Superintendent Truck / Fuel / Computer/ I-pad ... · Postage / USPS/ FedEx / UPS or Courier fees ... · Temporary Construction Fence ... · All Costs associated with Ground Thawing to allow for Winter Construction ... · Temporary Heating or Weather Conditions Costs ... · Temporary Access Roads (rock road to maintain schedule) ... · Safety Supplies and Equipment Rental ... · Overtime and Acceleration costs to meet the Fast Tracked Schedule Additions and Deletions Report for AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 11 ... · Temporary Project Sign, Safety Signs etc. ... · Street Sweeping or Cleaning ... · Storm Water Pollution Prevention Plan and Execution ... · Temporary Electrical Energy Costs ... · Xcel Energy or Center Point Energy Costs (or utility company) ... · Reprographics ... · Temporary Barricades or Temporary Enclosures ... · Construction Progress Cleaning ... - Dumpsters ... · Construction Surveying ... · Final Cleaning as approved by Owner· ... · Premiums for CM’s Insurance shall be charged at 1% of total compensation paid to CM under this Agreement ... · Other general conditions needed to safely execute the work for the Owner Additions and Deletions Report for AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 12 PAGE 20 § 6.4 If the Construction Manager’s estimate of the Cost of the Work exceeds the Owner’s budget for the Cost of the Work, the Construction Manager, in consultation with the Architect, shall make appropriate recommendations to the Owner to adjust the Project’s size, quality, or budget for the Cost of the Work, and the Owner shall cooperate with the Construction Manager and Architect in making such adjustments.Work. ... § 8.1.1 The Owner and Construction Manager shall commence all claims and causes of action against the other and arising out of or related to this Agreement, whether in contract, tort, or otherwise, in accordance with the requirements of the binding dispute resolution method selected in this Agreement and within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Construction Manager waive all claims and causes of action not commenced in accordance with this Section 8.1.1.law. ... § 8.1.3 The Construction Manager shall indemnify and hold the Owner and the Owner’s officers and employees harmless from and against damages, losses and judgments arising from claims by third parties, including reasonable attorneys’ fees and expenses recoverable under applicable law, but only to the extent they are caused by the negligent acts or omissions of the Construction Manager, its employees and its consultants in the performance of professional services under this Agreement. The Construction Manager’s obligation to indemnify and hold the Owner and the Owner’s officers and employees harmless does not include a duty to defend.The Construction Manager’s duty to indemnify the Owner under this Section 8.1.3 shall be limited to the available proceeds of the insurance coverage required by this Agreement. ... § 8.1.4 The Construction Manager and Owner shall not waive consequential damages for claims, disputes, or other matters in question, arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination of this Agreement, except as specifically provided in Section 9.7.However, in no event shall either the Owner or Construction Manager be responsible for consequential damages that do not result from their negligent or wrongful conduct. PAGE 21 § 8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out of the Construction Manager’s services, the Construction Manager may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution.mediation. Mediation is not a condition precedent to commencing litigation, but if litigation is commenced, the parties agree to mediate before any dispositive motion or trial. ... § 8.2.2The Owner and Construction Manager shall endeavor to resolve claims, disputes and other matters in question between them by mediation, which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of this Agreement. A request for mediation shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the Additions and Deletions Report for AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 13 parties or court order. If an arbitration proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. ... § 8.2.3 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. ... § 8.2.4 8.2.3 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding dispute resolution shall be the following: ... [ X ] Litigation in a court of competent jurisdiction in Hennepin County, Minnesota ... 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, the dispute will be resolved in a court of competent jurisdiction. ... § 8.3 Arbitration ... § 8.3.1 If the parties have selected arbitration as the method for binding dispute resolution in this Agreement, any claim, dispute or other matter in question arising out of or related to this Agreement subject to, but not resolved by, mediation shall be subject to arbitration, which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of this Agreement.A demand for arbitration shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity administering the arbitration.The provisions of this Article 8 shall survive the termination of this Agreement. ... ARTICLE 9 TERMINATION OR SUSPENSION ... § 8.3.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the claim, dispute or other matter in question would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the claim, dispute or other matter in question.9.1 Except for amounts that are the subject of a good faith dispute, if the ... Additions and Deletions Report for AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 14 § 8.3.2 The foregoing agreement to arbitrate, and other agreements to arbitrate with an additional person or entity duly consented to by parties to this Agreement, shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof.Owner fails to make payments to ... § 8.3.3 The award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.the Construction Manager, Construction Manager shall ... § 8.3.4 Consolidation or Joinder ... § 8.3.4.1 Either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation; (2) the arbitrations to be consolidated substantially involve common questions of law or fact; and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s).give Owner written notice of nonpayment, including the amount owed, and provide fourteen (14) days for ... § 8.3.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. ... § 8.3.4.3 The Owner and Construction Manager grant to any person or entity made a party to an arbitration conducted under this Section 8.3, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner and Construction Manager under this Agreement. ... § 8.4 The provisions of this Article 8 shall survive the termination of this Agreement. ... ARTICLE 9 TERMINATION OR SUSPENSION ... § 9.1 If the Owner fails to make payments to the cure. If the Owner fails to cure the nonpayment following the fourteen (14) day cure period, then Construction Manager in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Construction Manager’s option, cause for suspension of performance of services under this Agreement. If the Construction Manager elects to suspend services, the Construction Manager shall give seven days’ written notice to the Owner before suspending services. In the event of a suspension of services, the Construction Manager shall have no liability to the Owner for delay or Additions and Deletions Report for AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 15 damage caused the Owner because of such suspension of services. Before resuming services, the Owner shall pay the Construction Manager all sums due which are not subject to a good faith dispute prior to suspension and any expenses incurred in the interruption and resumption of the Construction Manager’s services. The Construction Manager’s fees for the remaining services and the time schedules shall be equitably adjusted. ... § 9.2 If the Owner suspends the Project, the Construction Manager shall be compensated for services timely and properly performed prior to notice of such suspension. When the Project is resumed, the Construction Manager shall be compensated for expenses incurred in the interruption and resumption of the Construction Manager’s services. The Construction Manager’s fees for the remaining services and the time schedules shall be equitably adjusted. PAGE 22 § 9.6 If the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Construction Manager terminates this Agreement pursuant to Section 9.3, the Owner shall compensate the Construction Manager for services performed prior to termination, Reimbursable Expenses incurred, and costs attributable to termination, including the costs attributable to the Construction Manager’s termination of consultant agreements.reasonable and substantiated costs attributable to termination. ... § 10.1 This Agreement shall be governed by the law of the place where the Project is located, excluding that jurisdiction’s choice of law rules.If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 8.3. ... § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A232–2019, General Conditions of the Contract for Construction, as modified, except for purposes of this Agreement, the term “Work” shall include the work of all Contractors under the administration of the Construction Manager and the Architect. PAGE 23 § 10.7 The With Owner’s written consent, the Construction Manager shall have the right to include photographic or artistic representations of the design of the Project among the Construction Manager’s promotional and professional materials. The Construction Manager shall provide professional credit for the Architect and the Contractors in the Construction Manager’s promotional materials for the Project. The Construction Manager shall be given reasonable access to the completed Project to make such representations. However, the Construction Manager’s materials shall not include the Owner’s confidential or proprietary information if the Owner has previously advised the Construction Manager in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Construction Manager in the Owner’s promotional materials for the Project. This Section 10.7 shall survive the termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 9.4. ... This section is subject to the Minnesota Government Data Practices Act, and the Construction Manager shall maintain its records consistent with the requirements of the Act. ... § 10.10 Record Keeping—Availability and Retention. Pursuant to Minnesota Statutes, Section 16C.05, subd. 5, Construction Manager agrees that the books, records, documents and accounting procedures and practices of Construction Manager, 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. Construction Manager shall maintain such records for a minimum of six (6) years after final payment. Additions and Deletions Report for AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 16 ... § 10.11 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. ... § 10.12 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. PAGE 24 To be determined by mutual agreement between Owner and Construction Manager as defined in separate, s ubsequently executed Project Specific Work Orders to this Agreement that shall be in accordance with this Agreement and the related Contract Documents. ... The Construction Manager’s Fee will be a percentage of the Cost of Work computed, based on the each work order’s Cost of Work at Completion plus hourly rates set forth in 11.5. The percentage of the Cost of Work will be calculated based on agreed upon brake points.: ... Projects under $1.0 Million: 5% CM Fee ... Projects $1.0 M - $2.0 Million: 4% CM Fee ... Projects $3.0 M - $5.0 Million: 2% CM Fee ... Projects over $5.0 Million: 1.5% CM Fee Additions and Deletions Report for AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 17 ... For staff: On an hourly basis per the published rates in this Agreement. For expenses: On terms as set forth in this Agreement. § 11.4 The Owner shall preapprove any consultants that are not otherwise included under Sections 11.2 and 11.3 and pay directly for those services. In the event that Owner authorizes Construction Manager in writing to pay for such consulting services, the compensation shall be the amount invoiced to the Construction Manager plus 5%. ... percent ( %), or as follows:: ... § 11.5 The hourly billing rates for services of the Construction Manager and the Construction Manager’s consultants are set forth below. The rates shall be adjusted in accordance with the Construction Manager’s and Construction Manager’s consultants’ normal review practices. ... These rates may be adjusted over time, and by mutual agreement between Owner and Construction Manager as defined in separate, subsequently executed Project Specific Work Orders to this Agreement that shall be in accordance with this Agreement and the related Contract Documents. All rates ... are effective through 2025 and will increase in 2026 and 2027 by $5.00 per hour per ... employee/category respectively. PAGE 25 Vice President Director of Operations Project Executive Sr. Project Manager Project Manager Project Superintendent Preconstruction Manager/Estimator Project Engineer $ 170.00/hour $ 165.00/hour $ 150.00/hour $ 150.00/hour $ 140.00/hour $ 135.00/hour $ 130.00/hour $ 125.00/hour ... .10 Site office expenses;and expenses;.11 All general conditions and temporary facilities and controls outlined in Section 6.1.; ... .11 Other similar Project-related expenditures..12 Other similar Project-related expenditures; ... Additions and Deletions Report for AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 18 § 11.6.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Construction Manager and the Construction Manager’s consultants plus Zero percent ( 0 %) of the expenses incurred. ... § 11.7 Construction Manager’s Insurance. If the types and limits of coverage required in Section 2.8 are in addition to the types and limits the Construction Manager normally maintains, the Owner shall pay the Construction Manager for the additional costs incurred by the Construction Manager for the additional coverages as set forth below.below. ... In the event any Project- Specific Work Order requires additional or particular insurance coverage, those requirements will be outline d therein and added to the contract price for that Project. ... § 11.8.1.1 An initial payment of ($ ) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner’s account Construction Manager shall credit that amount to the Owner’s account upon invoicing for preconstruction services. ... *** Amount of initial payment to be determined by mutual agreement between Owner and Construction Manager as defined in the final invoice. separate, subsequently executed Project Specific Work Orders to this Agreement that shall be in accordance with this Agreement and the related Contract Documents.*** PAGE 26 § 11.8.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Construction Manager’s invoice. Amounts unpaid ( invoice, pursuant to the Prompt Payment of Local Government Bills, Minnesota Statutes, Section 471.425 (“Prompt Payment Act”), which shall govern payments made under this Agreement. Amounts unpaid 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. ... % 4% per annum ... § 11.8.2.2 The Owner shall not withhold amounts from the Construction Manager’s compensation to impose a penalty or liquidated damages on the Construction Manager, or to offset sums requested by or paid to Contractors for the cost of changes in the Work, unless the Construction Manager agrees or has been found liable for the amounts in a binding dispute resolution proceeding. Manager The Owner’s right, if any, to offset sums due to the Construction Manager shall be governed by applicable law, including but not limited to the Prompt Payment Act. Interest on unpaid amounts shall not accrue on any amounts that the Owner withholds in good faith based on a dispute over Construction Manager’s services. ... § 11.8.2.3 Records of Reimbursable Expenses, expenses pertaining to Supplemental and Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. The Construction Manager shall keep and maintain accurate documentation of all claimed reimbursable expenses in a form that may be independently audited. Additions and Deletions Report for AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 19 ... § 12.1 To the extent that any conflict arises between the terms of this C-132 Agreement and the A232- General Conditions, the terms of this C-132 Agreement shall control. ... § ... .1 AIA Document C132™–2019, Standard Form Agreement Between Owner and Construction Manager as AdviserAdviser, as modified ... .2 AIA Document E203™–2013, Building Information Modeling Exhibit, if completed:and Digital Data Exhibit, dated as indicated below: ... (Insert the date of the E203-2013 incorporated into this Agreement.) PAGE 27 A-232 General Conditions of the Contract, as amended ... A-221 Project Specific Work Orders ... Any other documents identified in the Project Specific Work Orders to follow between Owne r and Construction Manager as Adviser. ... CITY OF RICHFIELD (Signature) CONSTRUCTION MANAGER(Signature) Mary B. Supple, Mayor Jon Cramer, President (Printed name and title) (Printed name and title) CITY OF RICHFIELD (Signature) Katie Rodriguez , City Manager (Printed name and title) Additions and Deletions Report for AIA Document C132 – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 20 OWNER (Signature) CONSTRUCTION MANAGER (Signature) (Printed name and title) (Printed name and title) AIA Document D401 – 2003. Copyright © 1992 and 2003. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:34:37 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA51) 1 Certification of Document's Authenticity AIA®™ – 2003 Document D401 I, Jon Cramer, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 16:34:37 ET on 04/18/2025 under Order No. 3104243759 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA® Document C132TM - 2019, Standard Form of Agreement Between Owner and Construction Manager as Adviser, other than those additions and deletions shown in the associated Additions and Deletions Report. _____________________________________________________________ (Signed) _____________________________________________________________ (Title) _____________________________________________________________ (Dated) Document A221™ – 2018 Work Order for use with Master Agreement Between Owner and Contractor Init. / AIA Document A221 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:40:00 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA40) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document provides the Contractor’s scope of Work, and related information, and is intended to be used with AIA Document A121™– 2018, Standard Form of Master Agreement Between Owner and Contractor where Work is provided under multiple Work Orders. PROJECT-SPECIFIC WORK ORDER number _____ 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 and the Construction Manager: (Name, legal status, address, and other information) Loeffler Construction Consulting LLC d/b/a Loeffler Construction & Consulting 9202 202nd St. W., Suite 100 Lakeville, MN 55044 Telephone Number: 952.955.9119 for the following PROJECT: (Name, location, and detailed description) Veterans Park Improvements 6335 Portland Ave, Richfield, MN 55423 The Architect for the Project: (Name, legal status, address, and other information) THE CONTRACT This Project-Specific Work Order, together with the Contract Documents enumerated herein, including the Master Agreement between Owner and Construction Manager dated the ______ day of _______ in the year _______ form the Contract. (In words, indicate day, month, and year.) (Paragraph Deleted) The Owner and Construction Manager agree as follows. Init. / AIA Document A221 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:40:00 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA40) 2 TABLE OF ARTICLES 1 THE WORK OF THIS PROJECT-SPECIFIC WORK ORDER 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 3 CONTRACT SUM 4 PAYMENTS 5 INSURANCE AND BONDS 6 PARTY REPRESENTATIVES 7 ENUMERATION OF CONTRACT DOCUMENTS ARTICLE 1 THE WORK OF THIS PROJECT-SPECIFIC WORK ORDER The Construction Manager shall execute the Work described in the Contract Documents enumerated in Article 7 of this Project-Specific Work Order, and any modifications issued after execution of this Project-Specific Work Order, except as specifically indicated in the Contract Documents to be the responsibility of others. § 1.1.10 Unless provided by the Construction Manager, the Owner will retain the following consultants and contractors for this Project: (List name, legal status, address and other information.) .1 Land Surveyor: .2 Geotechnical Engineer: .3 Civil Engineer: .4 Other: (List any other consultants retained by the Owner, such as a Project or Program Manager, or construction contractor.) § 1.1.12 The Construction Manager’s staffing plan as required by the Master Agreement shall include: (List any specific requirements and personnel to be included in the staffing plan, if known.) § 1.1.13 The Construction Manager’s consultants retained under Basic Services, if any: .1 Cost Estimator: (List name, legal status, address and other information.) .2 Other consultants: Init. / AIA Document A221 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:40:00 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA40) 3 § 1.1.14 The Construction Manager’s consultants retained under Additional Services: § 1.1.15 Other Initial Information on which the Agreement is based: § 1.1.16 SUPPLEMENTAL SERVICES (as defined in the Master Agreement, Article 4) Supplemental Services Responsibility (Construction Manager, Owner or not provided) § 4.1.1.1 Measured drawings § 4.1.1.2 Tenant-related services § 4.1.1.3 Commissioning § 4.1.1.4 Development of a commissioning plan § 4.1.1.5 Sustainable Project Services pursuant to Section 4.1.3 § 4.1.1.6 Furniture, furnishings and equipment delivery, and installation coordination § 4.1.1.7 Furniture, furnishings and equipment procurement assistance § 4.1.1.8 Assistance with site selection § 4.1.1.9 Assistance with selection of the Architect § 4.1.1.10 Furnish land survey § 4.1.1.11 Furnish geotechnical engineering services § 4.1.1.12 Provide insurance advice § 4.1.1.13 Provide supplemental Project risk analysis and mitigation strategies § 4.1.1.14 Stakeholder relationships management § 4.1.1.15 Owner moving coordination § 4.1.1.16 Coordination of Owner’s Separate Contractors § 4.1.1.17 Other Supplemental Services Insert a description of each Supplemental Service designated above, if not further described in an exhibit attached to this document. ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 2.1 The date of commencement of the Work shall be: (Check one of the following boxes.) [ ] The date of this Project-Specific Work Order. [ ] A date set forth in a notice to proceed issued by the Owner. [ ] Established as follows: (Insert a date or a means to determine the date of commencement of the Work.) Init. / AIA Document A221 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:40:00 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA40) 4 If a date of commencement of the Work is not selected, then the date of commencement shall be the date of this Project-Specific Work Order. § 2.2 The Contract Time shall be measured from the date of commencement. § 2.3 Substantial Completion § 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 the appropriate box and complete the necessary information.) [ ] Not later than ( ) calendar days from the date of commencement of the Work. [ ] By the following date: § 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 (Paragraph Deleted) ARTICLE 3 CONTRACT SUM § 3.1 The Owner shall pay the Construction Manager the Contract Sum in current funds for the Construction Manager’s performance of the Contract. The Contract Sum shall be one of the following: (Check the appropriate box.) [ ] Stipulated Sum, in accordance with Section 3.2 below (Paragraphs Deleted) [ ] Other, in accordance with Section 3.5 below (Paragraph Deleted) § 3.2 Stipulated Sum § 3.2.1 The Stipulated Sum shall be ($ ), subject to additions and deductions as provided in the Contract Documents. § 3.2.2 The Stipulated Sum is based upon the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: (State the numbers or other identification of accepted alternates. If the Owner is permitted to accept other alternates subsequent to the execution of this Work Order, attach a schedule of such other alternates showing the change in the Stipulated Sum for each and the deadline by which the alternate must be accepted.) § 3.2.3 Unit prices, if any: (Identify the item and state the unit price and any applicable quantity limitations.) Item Units and Limitations Price per Unit ($0.00) § 3.2.4 Allowances, if any, included in the Stipulated Sum: (Identify each allowance.) Init. / AIA Document A221 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:40:00 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (3B9ADA40) 5 Item Price (Paragraphs Deleted) (Table Deleted) (Paragraphs Deleted) (Table Deleted) (Paragraphs Deleted) § 3.5 Other § 3.5.1 The Contract Sum shall be determined in accordance with the following: (Insert a description of how the Contract Sum will be determined.) (Paragraphs Deleted) ARTICLE 4 PAYMENTS § 4.1 Payments shall be in accordance with the Master Agreement, except as indicated below: (Indicate all payment terms that differ from those set forth in the Master Agreement, such as period covered by each Application for Payment or date upon which each Application for Payment is due.) An initial payment of ____ ($ _____) shall be made upon execution of this Project-Specific Work Order and is the minimum payment under this Agreement. For Preconstruction Phase Services defined in Section 3.2 of the Master Agreement and as identified herein (insert amount): For Construction Phase Services defined in Section 3.3 of the Master Agreement and as identified herein (insert amount): For Supplemental Services defined in Section 4.1 of the Master Agreement (other than Basic Services, identified at the time of contracting) and as identified herein (insert amount): For Additional Services defined in Section 4.2 of the Master Agreement and as identified herein, per hourly rates as published in the Master Agreement (insert amount): ____________________ § 4.2 Retainage will be withheld in accordance with the Master Agreement, except as indicated below: (Indicate all retainage terms that differ from those set forth in the Master Agreement, such as retainage amount, items not subject to retainage, terms for reduction, or limitation of retainage.) N/A ARTICLE 5 INSURANCE AND BONDS § 5.1 Insurance shall be in accordance with the Master Agreement, except as indicated below: (Insert any insurance requirements that differ from those stated in the Master Agreement, such as coverage types, coverage limits, and durations for professional liability or other coverages.) Init. / AIA Document A221 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:40:00 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA40) 6 § 5.2 In addition to insurance requirements in the Master Agreement, the Construction Manager shall carry the following types of insurance. (List below any other insurance coverage to be provided by the Construction Manager, not otherwise set forth in the Master Agreement, and any applicable limits.) Coverage Limits § 5.3 Pursuant to the Master Agreement, the Construction Manager shall procure Professional Liability insurance covering performance of the professional services, with policy limits of not less than One Million Dollars ($ $1,000,000.00 ) per claim and Two Million Dollars ($ $2,000,000.00 ) in the aggregate. § 5.4 Pursuant to the Master Agreement, the Construction Manager shall procure Pollution Liability insurance, with policy limits of not less than ($ ) per claim and ($ ) in the aggregate. (Paragraph Deleted) § 5.6 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 N/A Performance Bond N/A 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 Project-Specific Work Order. ARTICLE 6 PARTY REPRESENTATIVES § 6.1 The Owner identifies the following representative in accordance with Section 1.1.8 of the Master Agreement: (List name, address, and other information.) Telephone Number: § 6.2 The Construction Manager identifies the following representative in accordance with Section 1.1.11 of the Master Agreement: (List name, address, and other information.) Jon Cramer Loeffler Construction & Consulting 9202 202nd St. W., Suite 100 Lakeville, MN 55044 Telephone Number: 952.955.9119 ARTICLE 7 ENUMERATION OF CONTRACT DOCUMENTS § 7.1 The Contract Documents are defined in the Master Agreement and, except for Modifications issued after execution of this Project-Specific Work Order, are enumerated in the sections below. § 7.1.1 This Project-Specific Work Order § 7.1.2 The Master Agreement and all documents referenced and incorporated therein § 7.1.3 The Supplementary and other Conditions of the Contract: Init. / AIA Document A221 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:40:00 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA40) 7 Document Title Date Pages A232 General Conditions § 7.1.4 The Specifications: (Either list the Specifications here or refer to an exhibit attached to this Work Order.) Section Title Date Pages § 7.1.5 The Drawings: (Either list the Drawings here or refer to an exhibit attached to this Work Order.) Number Title Date § 7.1.6 The Addenda, if any: Number Date Pages Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are enumerated in this Article 5. § 7.1.7 Additional documents, if any, forming part of the Contract Documents: (List here any additional documents that are intended to form part of the Contract Documents.) This Project-Specific Work Order entered into as of the day and year first written above. (Table Deleted) CITY OF RICHFIELD (Signature)CONSTRUCTION MANAGER(Signature) Mary B. Supple, Mayor Jon Cramer, President (Printed name and title) (Printed name and title) CITY OF RICHFIELD (Signature) Katie Rodriguez, City Manager Additions and Deletions Report for AIA® Document A221™ – 2018 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 16:40:00 ET on 04/18/2025. Additions and Deletions Report for AIA Document A221 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:40:00 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA40) 1 PAGE 1 PROJECT-SPECIFIC WORK ORDER number _____ made as of the ______ day of _____ in the year ______ ... City of Richfield 6700 Portland Avenue Richfield, MN 55423 ... and the ContractorConstruction :Manager: ... Loeffler Construction Consulting LLC d/b/a Loeffler Construction & Consulting 9202 202nd St. W., Suite 100 Lakeville, MN 55044 Telephone Number: 952.955.9119 ... Veterans Park Improvements 6335 Portland Ave, Richfield, MN 55423 ... This Project-Specific Work Order, together with the Contract Documents enumerated herein, including the Master Agreement between Owner and Contractor dated the Construction Manager dated the ______ day of _______ in the year _______ form the Contract. ... form the Contract. ... The Owner and Contractor Construction Manager agree as follows. Additions and Deletions Report for AIA Document A221 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:40:00 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA40) 2 PAGE 2 TABLE OF ARTICLES ... 1 THE WORK OF THIS PROJECT-SPECIFIC WORK ORDER ... ARTICLE 1 THE WORK OF THIS PROJECT-SPECIFIC WORK ORDER ... The Contractor Construction Manager shall execute the Work described in the Contract Documents enumerated in Article 7 of this Project-Specific Work Order, and any modifications issued after execution of this Project- Specific Work Order, except as specifically indicated in the Contract Documents to be the responsibility of others. ... § 1.1.10 Unless provided by the Construction Manager, the Owner will retain the following consultants and contractors for this Project: ... (List name, legal status, address and other information.) ... .1 Land Surveyor: ... .2 Geotechnical Engineer: ... .3 Civil Engineer: ... .4 Other: (List any other consultants retained by the Owner, such as a Project or Program Manager, or construction contractor.) Additions and Deletions Report for AIA Document A221 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:40:00 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA40) 3 ... § 1.1.12 The Construction Manager’s staffing plan as required by the Master Agreement shall include: (List any specific requirements and personnel to be included in the staffing plan, if known.) ... § 1.1.13 The Construction Manager’s consultants retained under Basic Services, if any: ... .1 Cost Estimator: ... (List name, legal status, address and other information.) ... .2 Other consultants: PAGE 3 § 1.1.14 The Construction Manager’s consultants retained under Additional Services: ... § 1.1.15 Other Initial Information on which the Agreement is based: ... § 1.1.16 SUPPLEMENTAL SERVICES (as defined in the Master Agreement, Article 4) ... Supplemental Services Responsibility (Construction Manager, Owner or not provided) § 4.1.1.1 Measured drawings § 4.1.1.2 Tenant-related services Additions and Deletions Report for AIA Document A221 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:40:00 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA40) 4 § 4.1.1.3 Commissioning § 4.1.1.4 Development of a commissioning plan § 4.1.1.5 Sustainable Project Services pursuant to Section 4.1.3 § 4.1.1.6 Furniture, furnishings and equipment delivery, and installation coordination § 4.1.1.7 Furniture, furnishings and equipment procurement assistance § 4.1.1.8 Assistance with site selection § 4.1.1.9 Assistance with selection of the Architect § 4.1.1.10 Furnish land survey § 4.1.1.11 Furnish geotechnical engineering services § 4.1.1.12 Provide insurance advice § 4.1.1.13 Provide supplemental Project risk analysis and mitigation strategies § 4.1.1.14 Stakeholder relationships management § 4.1.1.15 Owner moving coordination § 4.1.1.16 Coordination of Owner’s Separate Contractors § 4.1.1.17 Other Supplemental Services ... Insert a description of each Supplemental Service designated above, if not further described in an exhibit attached to this document. ... [ ] The date of this Project-Specific Work Order. PAGE 4 If a date of commencement of the Work is not selected, then the date of commencement shall be the date of this Project-Specific Work Order. ... § 2.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor Construction Manager shall achieve Substantial Completion of the entire Work: ... § 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 Contractor Construction Manager shall achieve Substantial Completion of such portions by the following dates: ... § 2.3.3 If the Contractor fails to achieve Substantial Completion as provided in this Section 2.3, liquidated damages, if any, shall be assessed as set forth in Section 3.6. Additions and Deletions Report for AIA Document A221 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:40:00 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA40) 5 ... § 3.1 The Owner shall pay the Contractor Construction Manager the Contract Sum in current funds for the Contractor’s Construction Manager’s performance of the Contract. The Contract Sum shall be one of the following: ... [ ] Cost of the Work plus the Contractor’s Fee, in accordance with Section 3.3 below ... [ ] Cost of the Work plus the Contractor’s Fee with a Guaranteed Maximum Price, in accordance with Section 3.4 below ... (Based on the selection above, complete Section 3.2, 3.3, 3.4 or 3.5 below.) PAGE 5 § 3.3 Cost of the Work plus Contractor’s Fee ... § 3.3.1 The Cost of the Work is as defined in AIA Document A121™– 2018 Exhibit A, Determination of the Cost of the Work. ... § 3.3.1.1 The following costs are subject to the Owner’s prior approval: ... § 3.3.2 The Contractor’s Fee: ... (State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor’s Fee and the method of adjustment to the fee for changes in the Work.) ... § 3.4 Cost of the Work plus Contractor’s Fee with a Guaranteed Maximum Price ... § 3.4.1 The Cost of the Work is as defined in Exhibit A, Determination of the Cost of the Work. Additions and Deletions Report for AIA Document A221 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:40:00 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA40) 6 ... § 3.4.1.1 The following costs are subject to the Owner’s prior approval: ... § 3.4.2 The Contractor’s Fee: ... (State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor’s Fee and the method of adjustment to the fee for changes in the Work.) ... § 3.4.3 Guaranteed Maximum Price ... § 3.4.3.1 The sum of the Cost of the Work and the Contractor’s Fee is guaranteed by the Contractor not to exceed ($ ), subject to additions and deductions by changes in the Work as provided in the Contract Documents. This maximum sum is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner. ... (Insert specific provisions if the Contractor is to participate in any savings.) ... § 3.4.3.2 The Guaranteed Maximum Price is based on the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: ... (State the numbers or other identification of accepted alternates. If the bidding or proposal documents permit the Owner to accept other alternates subsequent to the execution of this Work Order, attach a schedule of such other alternates showing the amount for each and the date when that amount expires.) ... § 3.4.3.3 Unit Prices, if any: ... (Identify the item and state the unit price and any applicable quantity limitations.) Additions and Deletions Report for AIA Document A221 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:40:00 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA40) 7 ... Item Units and Limitations Price Per Unit ($0.00) ... § 3.4.3.4 Allowances, if any, included in the Guaranteed Maximum Price: ... (Identify each allowance.) ... Item Price ... § 3.4.3.5 Assumptions, if any, on which the Guaranteed Maximum Price is based: ... § 3.4.3.6 To the extent that the Contract Documents are anticipated to require further development, the Guaranteed Maximum Price includes the costs attributable to such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order. ... § 3.4.3.7 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed- upon assumptions contained in Section 3.4.3.5. The Owner shall promptly furnish such revised Contract Documents to the Contractor. The Contractor shall notify the Owner and Architect of any inconsistencies between the agreed- upon assumptions contained in Section 3.4.3.5 and the revised Contract Documents. ... § 3.6 Liquidated damages, if any: ... (Insert terms and conditions for liquidated damages, if any.) ... § 4.1 Payments shall be in accordance with Article 3 of the Master Agreement, except as indicated below: Additions and Deletions Report for AIA Document A221 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:40:00 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (3B9ADA40) 8 ... An initial payment of ____ ($ _____) shall be made upon execution of this Project-Specific Work Order and is the minimum payment under this Agreement. ... For Preconstruction Phase Services defined in Section 3.2 of the Master Agreement and as identified herein (insert amount): For Construction Phase Services defined in Section 3.3 of the Master Agreement and as identified herein (insert amount): For Supplemental Services defined in Section 4.1 of the Master Agreement (other than Basic Services, identified at the time of contracting) and as identified herein (insert amount): For Additional Services defined in Section 4.2 of the Master Agreement and as identified herein, per hourly rates as published in the Master Agreement (insert amount): ____________________ ... § 4.2 Retainage will be withheld in accordance with Article 3 of the Master Agreement, except as indicated below: ... N/A ... § 5.1 Insurance shall be in accordance with Article 15 of the Master Agreement, except as indicated below: PAGE 6 § 5.2 In addition to insurance requirements in the Master Agreement, the Contractor Construction Manager shall carry the following types of insurance. ... (List below any other insurance coverage to be provided by the Contractor, Construction Manager, not otherwise set forth in the Master Agreement, and any applicable limits.) ... § 5.3 Pursuant to section 15.1.7 of the Master Agreement, the Contractor Construction Manager shall procure Professional Liability insurance covering performance of the professional services, with policy limits of not less than One Million Dollars ($ $1,000,000.00 ) per claim and Two Million Dollars ($ $2,000,000.00 ) in the aggregate. ... § 5.4 Pursuant to section 15.1.8 of the Master Agreement, the Contractor Construction Manager shall procure Pollution Liability insurance, with policy limits of not less than ($ ) per claim and ($ ) in the aggregate. ... Additions and Deletions Report for AIA Document A221 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:40:00 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA40) 9 § 5.5 Pursuant to section 15.1.9 of the Master Agreement, the Contractor shall procure a Combined Professional Liability and Pollution Liability insurance policy, with combined policy limits of not less than ($ ) per claim and ($ ) in the aggregate. ... § 5.6 The Contractor 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: ... Payment Bond N/A Performance Bond N/A ... 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 Project-Specific Work Order. ... § 6.1 The Owner identifies the following representative in accordance with Section 1.4.1 1.1.8 of the Master Agreement: Telephone Number: ... § 6.2 The Contractor Construction Manager identifies the following representative in accordance with Section 1.5.1 1.1.11 of the Master Agreement: ... Jon Cramer Loeffler Construction & Consulting 9202 202nd St. W., Suite 100 Lakeville, MN 55044 Telephone Number: 952.955.9119 ... § 7.1 The Contract Documents are defined in Section 5.2 of the Master Agreement and, except for Modifications issued after execution of this Project-Specific Work Order, are enumerated in the sections below. ... § 7.1.1 This Project-Specific Work Order ... § 7.1.2 The Master Agreement and all documents referenced and incorporated therein PAGE 7 Additions and Deletions Report for AIA Document A221 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:40:00 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA40) 10 Document Title Date Pages A232 General Conditions Document Title Date Pages ... This Project-Specific Work Order entered into as of the day and year first written above. ... OWNER (Signature) CONTRACTOR (Signature) (Printed name and title) (Printed name and title) ... CITY OF RICHFIELD (Signature)CONSTRUCTION MANAGER(Signature) Mary B. Supple, Mayor Jon Cramer, President (Printed name and title)(Printed name and title) CITY OF RICHFIELD (Signature) Katie Rodriguez, City Manager AIA Document D401 – 2003. Copyright © 1992 and 2003. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:40:00 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (3B9ADA40) 1 Certification of Document's Authenticity AIA®™ – 2003 Document D401 I, Jon Cramer, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 16:40:00 ET on 04/18/2025 under Order No. 3104243759 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA® Document A221TM - 2018, Work Order for use with Master Agreement Between Owner and Contractor, other than those additions and deletions shown in the associated Additions and Deletions Report. _____________________________________________________________ (Signed) _____________________________________________________________ (Title) _____________________________________________________________ (Dated) Document A232® – 2019 General Conditions of the Contract for Construction, Construction Manager as Adviser Edition Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Documents A132™–2019, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition; B132™–2019, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition; and C132™–2019, Standard Form of Agreement Between Owner and Construction Manager as Adviser. for the following PROJECT: (Name, and location or address) Veterans Park Improvements 6335 Portland Ave, Richfield, MN 55423 This includes improvements to the pool, ice arena, and general park trail and building improvements. THE CONSTRUCTION MANAGER: (Name, legal status, and address) Loeffler Construction Consulting LLC d/b/a Loeffler Construction & Consulting 9202 202nd St. W., Suite 100 Lakeville, MN 55044 THE OWNER: (Name, legal status, and address) City of Richfield 6700 Portland Ave Richfield, MN 55423 THE ARCHITECT: (Name, legal status, and address) To be determined in Project Specific Work Orders. *** These A232 General Conditions relate to the Master Agreement entered into between Owner and Construction Manager on ______, 202_, and all Project Specific Work Orders created thereunder. *** Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 2 TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ARCHITECT AND CONSTRUCTION MANAGER 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 3 ARTICLE 1 GENERAL PROVISIONS § 1.1 Basic Definitions § 1.1.1 The Contract Documents. The Contract Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the Agreement) and consist of the Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement, and Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive, or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include the advertisement or invitation to bid, Instructions to Bidders, sample forms, other information furnished by the Owner in anticipation of receiving bids or proposals, the Contractor’s bid or proposal, or portions of addenda relating to bidding or proposal requirements. § 1.1.2 The Contract. The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Contractor and the Architect or the Architect’s consultants, (2) between the Owner and the Construction Manager or the Construction Manager’s consultants, (3) between the Owner and the Architect or the Architect’s consultants, (4) between the Contractor and the Construction Manager or the Construction Manager’s consultants, (5) between the Owner and a Subcontractor or Sub-subcontractor (6) between the Construction Manager and the Architect, or (7) between any persons or entities other than the Owner and Contractor. The Construction Manager and Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of their duties. § 1.1.3 The Work. The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment, and services provided or to be provided by the Contractor to fulfill the Contractor’s obligations. The Work may constitute the whole or a part of the Project. § 1.1.4 The Project. The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by other Contractors, and by the Owner’s own forces and Separate Contractors. § 1.1.5 Contractors. Contractors are persons or entities, other than the Contractor or Separate Contractors, who perform Work under contracts with the Owner that are administered by the Architect and Construction Manager. § 1.1.6 Separate Contractors. Separate Contractors are persons or entities who perform construction under separate contracts with the Owner not administered by the Architect and Construction Manager. § 1.1.7 The Drawings. The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams. § 1.1.8 The Specifications. The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. § 1.1.9 Instruments of Service. Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect’s consultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials. § 1.1.10 Initial Decision Maker. The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2. The Initial Decision Maker shall not show partiality to the Owner or Contractor and shall not be liable for results of interpretations or decisions rendered in good faith. Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 4 § 1.2 Correlation and Intent of the Contract Documents § 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. § 1.2.1.1 The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining provisions. If it is determined that any provision of the Contract Documents violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Contract Documents shall be construed, to the fullest extent permitted by law, to give effect to the parties’ intentions and purposes in executing the Contract. § 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. § 1.2.3 Unless otherwise stated in the Contract Documents, words that have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. § 1.3 Capitalization Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of numbered articles, or (3) the titles of other documents published by the American Institute of Architects. § 1.4 Interpretation In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 1.5 Ownership and Use of Drawings, Specifications, and Other Instruments of Service § 1.5.1 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. The parties may use AIA Document E203™–2013, Building Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 5 Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. § 1.8 Building Information Models Use and Reliance Any use of, or reliance on, all or a portion of a building information model without agreement to protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, or similar written agreement, and the requisite AIA Document G202™–2013, Project Building Information Modeling Protocol Form, shall be at the using or relying party’s sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. ARTICLE 2 OWNER § 2.1 General § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall identify a representative authorized to act on the 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 Construction Manager and the Architect do not have such authority. (Paragraph deleted) § 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 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 6 changes in existing facilities. Unless otherwise provided under the Contract Documents, the Owner, assisted by the Construction Manager, shall secure and pay for the building permit. § 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 The Owner shall retain a construction manager adviser lawfully practicing construction management in the jurisdiction where the Project is located. That person or entity is identified as the Construction Manager in the Agreement and is referred to throughout the Contract Documents as if singular in number. § 2.3.4 If the employment of the Construction Manager or Architect terminates, the Owner shall employ a successor construction manager or architect to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Construction Manager or Architect, respectively. § 2.3.5 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. Except for utility locations provided by private utilities, which Owner does not warrant for accuracy, the Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. The Contractor shall be responsible for verifying the accuracy of all utility locations supplied by private utilities. § 2.3.6 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner’s control and relevant to the Contractor’s performance of the Work with reasonable promptness after receiving the Contractor’s written request for such information or services. § 2.3.7 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2. § 2.3.8 The Owner shall forward all communications to the Contractor through the Construction Manager. Other communication shall be made as set forth in Section 4.2.6. § 2.4 Owner’s Right to Stop the Work If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3. § 2.5 Owner’s Right to Carry Out the Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such default or neglect. Such action by the Owner and amounts charged to the Contractor are both subject to review by the Construction Manager and prior approval of the Architect, and the Construction Manager or Architect may, pursuant to Section 9.5.1, withhold or nullify a Certificate for Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for the reasonable cost of correcting such deficiencies, including Owner’s expenses and compensation for the Construction Manager’s and Architect’s and their respective consultants’ additional services made necessary by such default, neglect, or failure. If current and future payments are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. If the Contractor disagrees with the actions of the Owner or the Architect, or the amounts claimed as costs to the Owner, the Contractor may file a Claim pursuant to Article 15. Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 7 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 Construction Manager or Architect in their administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. § 3.2 Review of Contract Documents and Field Conditions by Contractor § 3.2.1 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 2.3.5, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Construction Manager and Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information submitted to the Construction Manager in such form as the Construction Manager and Architect may require. It is recognized that the Contractor’s review is made in the Contractor’s capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. § 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Construction Manager and Architect any nonconformity discovered by or made known to the Contractor as a request for information submitted to Construction Manager in such form as the Construction Manager and 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 Contractor is in compliance with the Contract Documents and applicable laws and regulations bearing on the performance of the Work and Referenced Standards and that portion of Work previously performed by the Contractor or by others are in proper condition to receive subsequent Work. § 3.2.5 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. § 3.2.6 If the Contractor performs any Work involving an apparent error, inconsistency, ambiguity, construction impracticality, omission or code violation in the Contract Documents of which the Contractor is aware, or which could reasonably have been discovered by the review required by Section 3.2, without prompt written notice to the Owner Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 8 and the Architect and request for correction, clarification or additional information, as appropriate, the Contractor does so at its own risk and expense and all claims relating thereafter are specifically waived. § 3.2.7 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor’s notices or requests for information pursuant to Sections 3.2, 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, subject to section 15.1.7, as would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. § 3.3 Supervision and Construction Procedures § 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences, and procedures, and for coordinating all portions of the Work under the Contract. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences, or procedures, the Contractor shall evaluate the jobsite safety thereof and shall be solely responsible for the jobsite safety of such means, methods, techniques, sequences, or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely notice to the Owner, the Construction Manager, and the Architect, and shall propose alternative means, methods, techniques, sequences, or procedures. The Architect shall evaluate the proposed alternative solely for conformance with the design intent for the completed construction. The Construction Manager shall review the proposed alternative for sequencing, constructability, and coordination impacts on the other Contractors. Unless the Architect or the Construction Manager 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 the Project already performed to determine that such portions are in proper condition to receive subsequent Work. § 3.4 Labor and Materials § 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 3.4.2 Except in the case of minor changes in the Work approved by the Architect in accordance with Section 3.12.8 or ordered by the Architect in accordance with Section 7.4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect, in consultation with the Construction Manager, 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, Construction Manager, 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 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 9 the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Construction Manager or Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.5.2 All material, equipment, or other special warranties required by the Contract Documents shall be issued in the name of the Owner, or shall be transferable to the Owner, and shall commence in accordance with Section 9.8.4. § 3.5.3 The Contractor’s general warranty and any additional or special warranties are not limited by the Contractor’s obligations to specifically 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 consequential and direct damages relating to any breach of the Contractor’s general warranty or any additional or special warranties required by the Contract Documents. § 3.5.4 The Contractor must furnish all special warranties required by 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 or portions thereof provided by the Contractor that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. § 3.7 Permits, Fees, Notices, and Compliance with Laws § 3.7.1 Unless otherwise provided in the Contract Documents, the Owner, assisted by the Construction Manager, shall secure and pay for the building permit. The Contractor shall secure and pay for other permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. § 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. § 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. § 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, Construction Manager, and the Architect before conditions are disturbed and in no event later than 14 days after first observance of the conditions. The Architect and Construction Manager will promptly investigate such conditions and, if the Architect, in consultation with the Construction Manager, determines that they differ materially and cause an increase or decrease in the Contractor’s cost of, or time required for, performance of any part of the Work, will recommend that an equitable adjustment be made in the Contract Sum or Contract Time, or both. If the Architect, in consultation with the Construction Manager, determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall promptly notify the Owner, Construction Manager, and Contractor, stating the reasons. If the Owner or Contractor disputes the Architect’s determination or recommendation, either party may submit a Claim as provided in Article 15. § 3.7.5 If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the Contract Documents, the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner, Construction Manager, 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 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 10 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, Construction Manager, 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, through the Construction Manager, of the name and qualifications of a proposed superintendent. Within 14 days of receipt of the information, the Construction Manager may notify the Contractor, stating whether the Owner, the Construction Manager, or the Architect (1) has reasonable objection to the proposed superintendent or (2) require additional time for review. Failure of the Construction Manager to provide notice within the 14-day period shall constitute notice of no reasonable objection. § 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner, Construction Manager, 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 in its native and electronic format, for the Owner’s and Architect’s acceptance, and the Construction Manager’s use in developing the Project schedule, a Contractor’s construction schedule for the Work. The schedule shall contain detail appropriate for the Project, including (1) the date of commencement of the Work, interim schedule milestone dates, and the date of Substantial Completion; (2) an apportionment of the Work by construction activity; and (3) the time required for completion of each portion of the Work. The schedule shall provide for the orderly progression of the Work to completion and shall not exceed time limits current under the Contract Documents. The schedule shall be revised at appropriate intervals as required by the conditions of the Work and Project. The Contractor shall cooperate with the Construction Manager in scheduling and performing the Contractor’s Work to avoid conflict with, and as to cause no delay in, the work or activities of other Contractors, or the construction or operations of the Owner’s own forces or Separate Contractors. § 3.10.2 The Contractor, within ten days of execution of the Contract and thereafter as necessary to maintain a current submittal schedule, shall submit a submittal schedule for the Construction Manager’s and Architect’s approval. The Architect and Construction Manager’s approval shall not be unreasonably delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor’s construction schedule, and (2) allow the Construction Manager and Architect reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, or fails to provide submittals in accordance with the approved submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 11 § 3.10.3 The Contractor shall participate with other Contractors, the Construction Manager, and the Owner in reviewing and coordinating all schedules for incorporation into the Project schedule that is prepared by the Construction Manager. The Contractor shall make revisions to the construction schedule and submittal schedule as deemed necessary by the Construction Manager to conform to the Project schedule. § 3.10.4 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner, Construction Manager, and Architect, and incorporated into the approved Project schedule. § 3.11 Documents and Samples at the Site The Contractor shall make available, at the Project site, the Contract Documents, including the current Construction Schedule, Change Orders, Construction Change Directives, and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and the approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be in electronic form or paper copy, available to the Construction Manager, Architect, and Owner, and delivered to the Construction Manager 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 and Construction Manager is subject to the limitations of Sections 4.2.10 through 4.2.12. Informational submittals upon which the Construction Manager and Architect are not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Construction Manager or Architect without action. § 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve, and submit to the Construction Manager, Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents, in accordance with the Project submittal schedule approved by the Construction Manager and Architect or, in the absence of an approved Project submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of other Contractors, Separate Contractors, or the Owner’s own forces. The Contractor shall cooperate with the Construction Manager in the coordination of the Contractor’s Shop Drawings, Product Data, Samples, and similar submittals with related documents submitted by other Contractors. The Contractor must provide the Owner, Construction Manager, and Architect with copies of all submittals made to regulatory agencies. § 3.12.6 By submitting Shop Drawings, Product Data, Samples, and similar submittals, the Contractor represents to the Owner, Construction Manager, and Architect, that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. § 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples, or similar submittals, until the respective submittal has been reviewed and approved by the Architect. 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 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 12 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 Construction Manager and Architect of such deviation at the time of submittal and (1) the Architect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples, or similar submittals, by the Architect’s approval thereof. § 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples, or similar submittals, to revisions other than those requested by the Construction Manager and Architect on previous submittals. In the absence of such notice, the Architect’s approval of a resubmission shall not apply to such revisions. § 3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor’s responsibilities for construction means, methods, techniques, sequences, and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. § 3.12.10.1 If professional design services or certifications by a design professional related to systems, materials, or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall be entitled to rely upon the adequacy and accuracy of the performance and design criteria provided in the Contract Documents. The Contractor shall cause such services or certifications to be provided by an appropriately licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings, and other submittals prepared by such professional. Shop Drawings, and other submittals related to the Work, designed or certified by such professional, if prepared by others, shall bear such professional’s written approval when submitted to the Architect. The Owner, the Architect, and the Construction Manager shall be entitled to rely upon the adequacy and accuracy of the services, certifications, and approvals performed or provided by such design professionals, provided the Owner and Architect have specified to the Contractor the performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will review and approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Construction Manager shall review submittals for sequencing, constructability, and coordination impacts on other Contractors. § 3.12.10.2 If the Contract Documents require the Contractor’s design professional to certify that the Work has been performed in accordance with the design criteria, the Contractor shall furnish such certifications to the Construction Manager and 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 Construction Manager before using any portion of the site. § 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. If Owner makes any such facilities available to Contractor, it is without representation or warranty as to their adequacy for Contractor’s use, and Contractor shall indemnify, defend, and hold Owner harmless from and against any claims arising out of Contractor’s use of such facilities. Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 13 § 3.14 Cutting and Patching § 3.14.1 The Contractor shall be responsible for cutting, fitting, or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting, or patching shall be restored to the condition existing prior to the cutting, fitting, or patching, unless otherwise required by the Contract Documents. § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner, Separate Contractors, or of other Contractors by cutting, patching, or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter construction by the Owner, Separate Contractors, or by other Contractors except with written consent of the Construction Manager, Owner, and such other Contractors or Separate Contractors. Consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold, from the Separate Contractors, other Contractors, or the Owner, its consent to cutting or otherwise altering the Work. § 3.15 Cleaning Up § 3.15.1 The Contractor 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 remove waste materials, rubbish, the Contractor’s tools, construction equipment, machinery and surplus materials from and about the Project. § 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner, or Construction Manager with the Owner’s approval, 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, Construction Manager, 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, Construction Manager, and Architect harmless from loss on account thereof, but shall not be responsible for defense or loss when a particular design, process, or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications, or other documents prepared by the Owner, Architect, or Construction Manager. However, if an infringement of a copyright or patent is discovered by, or made known to, the Contractor, the Contractor shall be responsible for the loss unless the information is promptly furnished to the Architect through the Construction Manager. § 3.18 Indemnification § 3.18.1 To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless the Owner, Construction Manager, Architect, Construction Manager’s and Architect’s consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys’ fees, 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 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. Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 14 ARTICLE 4 ARCHITECT AND CONSTRUCTION MANAGER § 4.1 General § 4.1.1 The Architect is the person or entity retained by the Owner pursuant to Section 2.3.2 and identified as such in the Agreement. § 4.1.2 The Construction Manager is the person or entity retained by the Owner pursuant to Section 2.3.3 and identified as such in the Agreement. § 4.1.3 Duties, responsibilities, and limitations of authority of the Construction Manager and Architect as set forth in the Contract Documents shall not be restricted, modified, or extended without written consent of the Owner, Construction Manager, Architect, and Contractor. Consent shall not be unreasonably withheld. § 4.2 Administration of the Contract § 4.2.1 The Construction Manager and Architect will provide administration of the Contract as described in the Contract Documents and will be the Owner’s representatives during construction until the date the Architect issues the final Certificate for Payment. The Construction Manager and Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of the site visits, the Architect will keep the Owner and the Construction Manager reasonably informed about the progress and quality of the portion of the Work completed, and promptly report to the Owner and Construction Manager known deviations from the Contract Documents and defects and deficiencies observed in the Work. § 4.2.3 The Construction Manager shall provide one or more representatives who shall be in attendance at the Project site whenever the Work is being performed. The Construction Manager will determine in general if the Work observed is being performed in accordance with the Contract Documents, will keep the Owner and Architect reasonably informed of the progress of the Work, and will promptly report to the Owner and Architect known deviations from the Contract Documents and the most recent Project schedule, and defects and deficiencies observed in the Work. § 4.2.4 The Construction Manager will schedule and coordinate the activities of the Contractor and other Contractors in accordance with the latest approved Project schedule. § 4.2.5 The Construction Manager, except to the extent required by Section 4.2.4, and Architect will not have control over, charge of, or responsibility for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor’s rights and responsibilities under the Contract Documents, and neither will be responsible for the Contractor’s failure to perform the Work in accordance with the requirements of the Contract Documents. Neither the Construction Manager nor the Architect will have control over or charge of, or be responsible for acts or omissions of, the Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the Work. § 4.2.6 Communications. The Owner shall communicate with the Contractor and the Construction Manager’s consultants through the Construction Manager about matters arising out of or relating to the Contract Documents. The Owner and Construction Manager shall include the Architect in all communications that relate to or affect the Architect’s services or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Construction Manager otherwise relating to the Project. Communications by and with the Architect’s consultants shall be through the Architect. Communications by and with Subcontractors and suppliers shall be through the Contractor. Communications by and with other Contractors shall be through the Construction Manager. Communications by and with the Owner’s own forces and Separate Contractors shall be through the Owner. The Contract Documents may specify other communication protocols. § 4.2.7 The Construction Manager and Architect will review and certify all Applications for Payment by the Contractor, in accordance with the provisions of Article 9. Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 15 § 4.2.8 The Architect and Construction Manager have authority to reject Work that does not conform to the Contract Documents, and will notify each other about the rejection. Whenever the Construction Manager considers it necessary or advisable, the Construction Manager will have authority to require inspection or testing of the Work in accordance with Sections 13.4.2 and 13.4.3, upon written authorization of the Owner, whether or not the Work is fabricated, installed or completed. The foregoing authority of the Construction Manager will be subject to the provisions of Sections 4.2.18 through 4.2.20 inclusive, with respect to interpretations and decisions of the Architect. However, neither the Architect’s nor the Construction Manager’s authority to act under this Section 4.2.8 nor a decision made by either of them in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect or the Construction Manager to the Contractor, Subcontractors, suppliers, their agents or employees, or other persons performing any of the Work. § 4.2.9 Utilizing the submittal schedule provided by the Contractor, the Construction Manager shall prepare, and revise as necessary, a Project submittal schedule incorporating information from other Contractors, the Owner, Owner’s consultants, Owner’s Separate Contractors and vendors, governmental agencies, and participants in the Project under the management of the Construction Manager. The Project submittal schedule and any revisions shall be submitted to the Architect for approval. § 4.2.10 The Construction Manager will receive and promptly review for conformance with the submittal requirements of the Contract Documents, all submittals from the Contractor such as Shop Drawings, Product Data, and Samples. Where there are other Contractors, the Construction Manager will also check and coordinate the information contained within each submittal received from the Contractor and other Contractors, and transmit to the Architect those recommended for approval. By submitting Shop Drawings, Product Data, Samples, and similar submittals, the Construction Manager represents to the Owner and Architect that the Construction Manager has reviewed and recommended them for approval. The Construction Manager’s actions will be taken in accordance with the Project submittal schedule approved by the Architect or, in the absence of an approved Project submittal schedule, with reasonable promptness while allowing sufficient time to permit adequate review by the Architect. § 4.2.11 The Architect will review and approve, or take other appropriate action upon, the Contractor’s submittals such as Shop Drawings, Product Data, and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect’s action will be taken in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect’s professional judgment to permit adequate review. Upon the Architect’s completed review, the Architect shall transmit its submittal review to the Construction Manager. § 4.2.12 Review of the Contractor’s submittals by the Construction Manager and Architect is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Construction Manager and Architect’s review of the Contractor’s submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5, and 3.12. The Construction Manager and Architect’s review shall not constitute approval of safety precautions or of any construction means, methods, techniques, sequences, or procedures. The Architect’s approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.13 The Construction Manager will prepare Change Orders and Construction Change Directives. § 4.2.14 The Construction Manager and the Architect will take appropriate action on Change Orders or Construction Change Directives in accordance with Article 7, and the Architect will have authority to order minor changes in the Work as provided in Section 7.4. The Architect, in consultation with the Construction Manager, will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2.15 Utilizing the documents provided by the Contractor, the Construction Manager will maintain at the site for the Owner one copy of all Contract Documents, approved Shop Drawings, Product Data, Samples, and similar required submittals, in good order and marked currently to record all changes and selections made during construction. These Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 16 will be available to the Architect and the Contractor, and will be delivered to the Owner upon completion of the Project. § 4.2.16 The Construction Manager will assist the Architect in conducting inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion in conjunction with the Architect pursuant to Section 9.8; and receive and forward to the Owner written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10. The Construction Manager will forward to the Architect a final Application and Certificate for Payment or final Project Application and Project Certificate for Payment upon the Contractor’s compliance with the requirements of the Contract Documents. § 4.2.17 If the Owner and Architect agree, the Architect will provide one or more Project representatives to assist in carrying out the Architect’s responsibilities at the site. The Owner shall notify the Construction Manager of any change in the duties, responsibilities and limitations of authority of the Project representatives. § 4.2.18 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of the Construction Manager, Owner, or Contractor through the Construction Manager. The Architect’s response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 4.2.19 Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from, the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either, and will not be liable for results of interpretations or decisions so rendered in good faith. § 4.2.20 The Architect’s decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 4.2.21 The Construction Manager will receive and review requests for information from the Contractor, and forward each request for information to the Architect, with the Construction Manager’s recommendation. The Architect will review and respond in writing, through the Construction Manager, to requests for information about the Contract Documents. The Construction Manager’s recommendation and the Architect’s response to each request will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. ARTICLE 5 SUBCONTRACTORS § 5.1 Definitions § 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include other Contractors or Separate Contractors or the subcontractors of other Contractors or Separate Contractors. § 5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub-subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub-subcontractor or an authorized representative of the Sub-subcontractor. § 5.2 Award of Subcontracts and Other Contracts for Portions of the Work § 5.2.1 After award of the Contract, if the Contractor seeks to substitute a Subcontractor, the Contractor shall notify the Construction Manager, for review by the Owner, Construction Manager and Architect, of the substitute(s) proposed for each principal portion of the Work, including those who are to furnish materials or equipment fabricated to a special design. Within 14 days of receipt of the information, the Construction Manager may notify the Contractor whether the Owner, the Construction Manager or the Architect (1) has reasonable objection to any such proposed substitute(s) or, (2) requires additional time for review. Failure of the Construction Manager to provide notice within the 14-day period shall constitute notice of no reasonable objection. § 5.2.2 The Contractor shall not contract with a substitute Subcontractor to whom the Owner, Construction Manager or Architect has made reasonable and timely objection. Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 17 § 5.2.3 If the Owner, Construction Manager or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner, Construction Manager or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor’s Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. § 5.2.4 The Contractor shall not substitute a Subcontractor, person, or entity for one previously selected if the Owner, Construction Manager 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, Construction Manager and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner, Construction Manager and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies, and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. § 5.4 Contingent Assignment of Subcontracts § 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor’s rights and obligations under the subcontract. § 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor’s compensation shall be equitably adjusted for increases in cost resulting from the suspension. § 5.4.3 Upon assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a successor Contractor or other entity. If the Owner assigns the subcontract to a successor Contractor or other entity, the Owner shall nevertheless remain legally responsible for all of the successor Contractor’s obligations under the subcontract. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6.1 Owner’s Right to Perform Construction with Own Forces and to Award Other Contracts § 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner’s own forces, and with Separate Contractors retained under Conditions of the Contract substantially similar to those of this Contract, including those provisions of the Conditions of the Contract related to insurance and waiver of subrogation. § 6.1.2 When the Owner performs construction or operations with the Owner’s own forces or Separate Contractors, the Owner shall provide for coordination of such forces and Separate Contractors with the Work of the Contractor, who shall cooperate with them. Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 18 § 6.1.3 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner’s own forces or with Separate Contractors, the Owner or its Separate Contractors shall have the same obligations and rights that the Contractor has under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Article 6, and Articles 10, 11, and 12. § 6.2 Mutual Responsibility § 6.2.1 The Contractor shall afford the Owner’s own forces, Separate Contractors, Construction Manager and other Contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor’s construction and operations with theirs as required by the Contract Documents. § 6.2.2 If part of the Contractor’s Work depends for proper execution or results upon construction or operations by the Owner’s own forces, Separate Contractors or other Contractors, the Contractor shall, prior to proceeding with that portion of the Work, promptly notify the Construction Manager and Architect of apparent discrepancies or defects in the construction or operations by the Owner or Separate Contractor or other Contractors that would render it unsuitable for proper execution and results of the Contractor’s Work. Failure of the Contractor to notify the Construction Manager and the Architect of apparent discrepancies or defects prior to proceeding with the Work shall constitute an acknowledgment that the Owner’s or Separate Contractor’s or other Contractors’ completed or partially completed construction is fit and proper to receive the Contractor’s Work. The Contractor shall not be responsible for discrepancies or defects in the construction or operations by the Owner or Separate Contractors or other Contractors that are not apparent. § 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs, including costs that are payable to a Separate Contractors or to other Contractors, because of the Contractor’s delays, improperly timed activities or defective construction. The Owner shall be responsible to the Contractor for costs the Contractor incurs because of delays, improperly timed activities, damage to the Work or defective construction by the Owner’s own forces, Separate Contractors, or other Contractors. § 6.2.4 The Contractor shall promptly remedy damage that the Contractor wrongfully causes to completed or partially completed construction, or to property of the Owner, Separate Contractors, or other Contractors as provided in Section 10.2.5. § 6.2.5 The Owner, Separate Contractors, and other Contractors shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. § 6.3 Owner’s Right to Clean Up If a dispute arises among the Contractor, Separate Contractors, other Contractors, and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and the Construction Manager, with notice to the Architect, will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK § 7.1 General § 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. § 7.1.2 A Change Order shall be based upon agreement among the Owner, Construction Manager, Architect and Contractor. A Construction Change Directive requires agreement by the Owner, Construction Manager and Architect and may or may not be agreed to by the Contractor. An order for a minor change in the Work may be issued by the Architect alone. § 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. Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 19 § 7.2 Change Orders and Change Proposals § 7.2.1 A Change Order is a written instrument prepared by the Construction Manager and signed by the Owner, Construction Manager, Architect, and Contractor, stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment, if any, in the Contract Sum; and .3 The extent of the adjustment, if any, in the Contract Time. § 7.2.2 The Contractor must submit Change Proposals covering a contemplated Change Order within ten (10) days after request of the Owner, or the Architect or within ten (10) 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 the Contractor 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) of ten percent (10%) if the Work is performed by the Contractor, or five percent (5%) if the Work is performed by a Subcontractor or Sub-subcontractor. 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 Construction Manager and signed by the Owner, Construction Manager and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and Contract Time being adjusted accordingly. § 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Contract Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 As provided in Section 7.3.4. § 7.3.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Construction Manager and Owner shall determine the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Construction Manager 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: Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 20 .1 Costs of labor, including applicable payroll taxes, fringe benefits required by agreement or custom, workers’ compensation insurance, and other employee costs approved by the Construction Manager and Architect; .2 Costs of materials, supplies, and equipment, including cost of transportation, whether incorporated or consumed; .3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; .4 Costs of premiums for all bonds and insurance, permit fees, and sales, use, or similar taxes, directly related to the change; and .5 Costs of supervision and field office personnel directly attributable to the change. § 7.3.5 If the Contractor disagrees with the adjustment in the Contract Time, the Contractor may make a Claim in accordance with applicable provisions of Article 15. § 7.3.6 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Construction Manager 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 Construction Manager and Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment. The Construction Manager and Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Construction Manager and Architect determine to be reasonably justified. The interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a Claim in accordance with Article 15. § 7.3.10 When the Owner and Contractor agree with a determination made by the Construction Manager and Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Construction Manager shall prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. § 7.4 Minor Changes in the Work The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. The Architect’s order for minor changes shall be in writing. If the Contractor believes that the proposed minor change in the Work will affect the Contract Sum or Contract Time, the Contractor shall notify the Construction Manager and shall not proceed to implement the change in the Work. If the Contractor performs the Work set forth in the Architect’s order for a minor change without prior notice to the Construction Manager that such change will affect the Contract Sum or Contract Time, the Contractor waives any adjustment to the Contract Sum or extension of the Contract Time. ARTICLE 8 TIME § 8.1 Definitions § 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement of the Work is the date established in the Agreement. § 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 21 § 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 accepted Progress Schedule. The Contractor must 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 accepted Progress Schedule and any accepted revisions thereto. The Contractor must keep current records of and mark on a copy of the accepted 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 Contractor 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 accepted 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 accepted 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, Architect, Construction Manager, or an employee of any of them, or of the Owner’s own forces, Separate Contractors, or other Contractors; (2) by changes ordered in the Work; (3) by labor disputes, fire, unusual delay in deliveries, unavoidable casualties, adverse weather conditions documented in accordance with Section 15.1.6.2, or other causes beyond the Contractor’s control; (4) by delay authorized by the Owner pending mediation and binding dispute resolution; or (5) by other causes that the Contractor asserts and the Architect, based on the recommendation of the Construction Manager, determines justify delay, then the Contract Time shall be extended for such reasonable time as the Architect may determine. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. § 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 22 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 Construction Manager, before the first Application for Payment, allocating the entire Contract Sum to the various portions of the Work. The schedule of values shall be prepared in the form, and supported by the data to substantiate its accuracy, required by the Construction Manager and the Architect. This schedule, unless objected to by the Construction Manager or Architect, shall be used as a basis for reviewing the Contractor’s Applications for Payment. The Construction Manager shall forward to the Architect the Contractor’s schedule of values. Any changes to the schedule of values shall be submitted to the Construction Manager and supported by such data to substantiate its accuracy as the Construction Manager and the Architect may require, and unless objected to by the Construction Manager or 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 fifteen days before the date established for each progress payment, the Contractor shall submit to the Construction Manager 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, Construction Manager or Architect require, such as copies of requisitions, and releases of waivers of lien from Subcontractors and suppliers, and shall reflect retainage if provided for in the Contract Documents. § 9.3.1.1 As provided in Section 7.3.9, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the Construction Manager and Architect, but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or supplier, unless such Work has been performed by others whom the Contractor intends to pay. As required by Minnesota Statutes, Section 471.425, subd. 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 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. Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 23 § 9.3.4 The Contractor must submit to the Architect 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 Architect and 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. § 9.4 Certificates for Payment § 9.4.1 Where there is only one Contractor, the Construction Manager will, within seven days after the Construction Manager’s receipt of the Contractor’s Application for Payment, review the Application, certify the amount the Construction Manager determines is due the Contractor, and forward the Contractor’s Application and Certificate for Payment to the Architect. Within seven days after the Architect receives the Contractor’s Application for Payment from the Construction Manager, the Architect will either (1) issue to the Owner a Certificate for Payment, in the full amount of the Application for Payment, with a copy to the Construction Manager; or (2) issue to the Owner a Certificate for Payment for such amount as the Architect determines is properly due, and notify the Construction Manager and Owner of the Architect’s reasons for withholding certification in part as provided in Section 9.5.1; or (3) withhold certification of the entire Application for Payment, and notify the Construction Manager and Owner of the Architect’s reason for withholding certification in whole as provided in Section 9.5.1. The Construction Manager will promptly forward to the Contractor the Architect’s notice of withholding certification. § 9.4.2 Where there is more than one Contractor performing portions of the Project, the Construction Manager will, within seven days after the Construction Manager receives all of the Contractors’ Applications for Payment: (1) review the Applications and certify the amount the Construction Manager determines is due each of the Contractors; (2) prepare a Summary of Contractors’ Applications for Payment by combining information from each Contractor’s application with information from similar applications for progress payments from the other Contractors; (3) prepare a Project Application and Certificate for Payment; (4) certify the amount the Construction Manager determines is due all Contractors; and (5) forward the Summary of Contractors’ Applications for Payment and Project Application and Certificate for Payment to the Architect. § 9.4.2.1 Within seven days after the Architect receives the Project Application and Project Certificate for Payment and the Summary of Contractors’ Applications for Payment from the Construction Manager, the Architect will either (1) issue to the Owner a Project Certificate for Payment, with a copy to the Construction Manager; or (2) issue to the Owner a Project Certificate for Payment for such amount as the Architect determines is properly due, and notify the Construction Manager and Owner of the Architect’s reasons for withholding certification in part as provided in Section 9.5.1; or (3) withhold certification of the entire Project Application for Payment, and notify the Construction Manager and Owner of the Architect’s reason for withholding certification in whole as provided in Section 9.5.1. The Construction Manager will promptly forward the Architect’s notice of withholding certification to the Contractors. § 9.4.3 The Construction Manager’s certification of an Application for Payment or, in the case of more than one Contractor, a Project Application and Certificate for Payment, shall be based upon the Construction Manager’s evaluation of the Work and the data in the Application or Applications for Payment. The Construction Manager’s certification will constitute a representation that, to the best of the Construction Manager’s knowledge, information, Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 24 and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and that the Contractor is, or Contractors are, entitled to payment in the amount certified. § 9.4.4 The Architect’s issuance of a Certificate for Payment or, in the case of more than one Contractor, Project Application and Certificate for Payment, shall be based upon the Architect’s evaluation of the Work, the recommendation of the Construction Manager, and data in the Application for Payment or Project Application for Payment. The Architect’s certification will constitute a representation that, to the best of the Architect’s knowledge, information, and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and that the Contractor is, or Contractors are, entitled to payment in the amount certified. § 9.4.5 The representations made pursuant to Sections 9.4.3 and 9.4.4 are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion, and to specific qualifications expressed by the Construction Manager or Architect. § 9.4.6 The issuance of a Certificate for Payment or a Project Certificate for Payment will not be a representation that the Construction Manager or Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences, or procedures; (3) reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate the Contractor’s right to payment; or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.5 Decisions to Withhold Certification § 9.5.1 The Construction Manager or Architect may withhold a Certificate for Payment or Project Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Construction Manager’s or Architect’s opinion the representations to the Owner required by Section 9.4.3 and 9.4.4 cannot be made. If the Construction Manager or Architect is unable to certify payment in the amount of the Application, the Construction Manager will notify the Contractor and Owner as provided in Section 9.4.1 and 9.4.2. If the Contractor, Construction Manager and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment or a Project Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Construction Manager or Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment or Project Certificate for Payment previously issued, to such extent as may be necessary in the Construction Manager’s or Architect’s opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from the acts and omissions described in Section 3.3.2 because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims, unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or suppliers for labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a Separate Contractor or other Contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or .7 repeated failure to carry out the Work in accordance with the Contract Documents. § 9.5.2 When either party disputes the Architect’s decision regarding a Certificate for Payment under Section 9.5.1, in whole or in part, that party may submit a Claim in accordance with Article 15. § 9.5.3 When the reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.4 If the Architect or Construction Manager withholds certification for payment under Section 9.5.1, the Owner may, at its sole option, issue joint checks to the Contractor and to any Subcontractor or supplier to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered. If the Owner makes payments by joint check, the Owner shall notify the Architect and the Construction Manager, and both will reflect such payment on the next Certificate for Payment. Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 25 § 9.6 Progress Payments § 9.6.1 After the Architect has issued a Certificate for Payment or Project Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Construction Manager and Architect. § 9.6.2 The Contractor shall pay each Subcontractor, no later than seven days after receipt of payment from the Owner, the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor’s portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar manner. § 9.6.3 The Construction Manager will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Owner, Construction Manager and Architect on account of portions of the Work done by such Subcontractor. § 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven days, the Owner shall have the right to contact Subcontractors and suppliers to ascertain whether they have been properly paid. Neither the Owner, Construction Manager nor Architect shall have an obligation to pay, or to see to the payment of money to, a Subcontractor or supplier, except as may otherwise be required by law. § 9.6.5 The Contractor’s payments to suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. § 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors or provided by suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor, create any fiduciary liability or tort liability on the part of the Contractor for breach of trust, or entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. § 9.6.8 Provided the Owner has fulfilled its payment obligations under the Contract Documents, the Contractor shall defend and indemnify the Owner from all loss, liability, damage or expense, including reasonable attorney’s fees and litigation expenses, arising out of any lien claim or other claim for payment by any Subcontractor or supplier of any tier. Upon receipt of notice of a lien claim or other claim for payment, the Owner shall notify the Contractor. If approved by the applicable court, when required, the Contractor may substitute a surety bond for the property against which the lien or other claim for payment has been asserted. § 9.7 Failure of Payment If the Construction Manager and Architect do not issue a Certificate for Payment or a Project Certificate for Payment, through no fault of the Contractor, within fourteen days after the Construction Manager’s receipt of the Contractor’s Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents, the amount certified by the Construction Manager and Architect or awarded by binding dispute resolution, then the Contractor may, upon seven additional days’ notice to the Owner, Construction Manager and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor’s reasonable costs of shutdown, delay and start-up, plus interest as provided for in the Contract Documents. § 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so the Owner can occupy or utilize the Work for its intended use. Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 26 § 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify the Construction Manager, and the Contractor and Construction Manager shall jointly prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the list, the Architect, assisted by the Construction Manager, will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect’s inspection discloses any item, whether or not included on the list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect, assisted by the Construction Manager, to determine Substantial Completion. § 9.8.4 When the Architect, assisted by the Construction Manager, determines that the Work of all of the Contractors, or designated portion thereof, is substantially complete, the Construction Manager will prepare, and the Construction Manager and Architect shall execute, a Certificate of Substantial Completion that shall establish the date of Substantial Completion; establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate. Upon such acceptance, and consent of surety if any, the Owner shall make payment of retainage applying to the Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. § 9.8.6 Retainage after Substantial Completion, Minn. Stat. § 15.72, subd. 2—Subject to the following, all retainage will be released to Construction Manager no later than sixty (60) days after Substantial Completion. "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. § 9.9 Partial Occupancy or Use § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor and Construction Manager shall jointly prepare and submit a list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect after consultation with the Construction Manager. Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 27 § 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Construction Manager, Contractor, and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. § 9.10 Final Completion and Final Payment § 9.10.1 Upon completion of the Work, the Contractor shall forward to the Construction Manager a notice that the Work is ready for final inspection and acceptance, and shall also forward to the Construction Manager a final Contractor’s Application for Payment. Upon receipt, the Construction Manager shall perform an inspection to confirm the completion of Work of the Contractor. The Construction Manager shall make recommendations to the Architect when the Work of all of the Contractors is ready for final inspection, and shall then forward the Contractors’ notices and Application for Payment or Project Application for Payment, to the Architect, who will promptly make such inspection. When the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Construction Manager and Architect will promptly issue a final Certificate for Payment or Project Certificate for Payment stating that to the best of their knowledge, information and belief, and on the basis of their on-site visits and inspections, the Work has been completed in accordance with the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Construction Manager’s and Architect’s final Certificate for Payment or Project Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor’s being entitled to final payment have been fulfilled. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect through the Construction Manager (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner’s property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect, (3) a written statement that the Contractor knows of no reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment (5) documentation of any special warranties, such as manufacturers’ warranties or specific Subcontractor warranties, and (6), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts and releases and waivers of liens, claims, security interests, or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien, claim, security interest, or encumbrance. If a lien, claim, security interest, or encumbrance remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging the lien, claim, security interest, or encumbrance, including all costs and reasonable attorneys’ fees. § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Construction Manager and Architect so confirm, the Owner shall, upon application by the Contractor and certification by the Construction Manager and Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed, corrected, and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of the surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect through the Construction Manager 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. Notwithstanding the foregoing, the Owner may at its option retain the lesser of a minimum of three times the value of the incomplete or uncorrected parts of the Work, or the maximum amount allowed by law, as estimated by the Construction Manager, provided the remaining work is minor and cannot be completed or corrected due to weather, unsuitable conditions for testing or other circumstances beyond the Contractor’s control, as agreed upon by the Architect and Construction Manager. § 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; Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 28 .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 the Architect will promptly make such inspection and, when the Owner and the Architect concur that the Work has been fully completed and is acceptable under the Contract Documents, the 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 the Architect do not concur that the Work is finally complete. In such case, the Contractor must bear the cost of any additional services of the Owner or the 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. The Contractor shall submit the Contractor’s safety program to the Construction Manager for review and coordination with the safety programs of other Contractors. The Construction Manager’s responsibilities for review and coordination of safety programs shall not extend to direct control over or charge of the acts or omissions of the Contractors, Subcontractors, agents or employees of the Contractors or Subcontractors, or any other persons performing portions of the Work and not directly employed by the Construction Manager. § 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; .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures, and utilities not designated for removal, relocation, or replacement in the course of construction; and .4 construction or operations by the Owner, Separate Contractors, or other Contractors. § 10.2.2 The Contractor shall comply with, and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, bearing on safety of persons or property or their protection from damage, injury, or loss. § 10.2.3 The Contractor shall implement, erect, and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards; promulgating safety regulations; and notifying the owners and users of adjacent sites and utilities of the safeguards. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2, 10.2.1.3 and 10.2.1.4 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 29 caused in whole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2, 10.2.1.3 and 10.2.1.4. The Contractor may make a Claim for the cost to remedy the damage or loss to the extent such damage or loss is attributable to acts or omissions of the Owner, Construction Manager or Architect or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor’s obligations under Section 3.18. § 10.2.6 The Contractor shall designate a responsible member of the Contractor’s organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor’s superintendent unless otherwise designated by the Contractor in writing to the Owner, Construction Manager and Architect. § 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 Injury or Damage to Person or Property If either party suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, notice of the injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 Hazardous Materials § 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials or substances. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and notify the Owner, Construction Manager and Architect of the condition. § 10.3.2 Upon receipt of the Contractor’s notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor, Construction Manager and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of the material or substance or who are to perform the task of removal or safe containment of the material or substance. The Contractor, the Construction Manager and the Architect will promptly reply to the Owner in writing stating whether or not any of them has reasonable objection to the persons or entities proposed by the Owner. If the Contractor, Construction Manager or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor, the Construction Manager and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor’s reasonable additional costs of shutdown, delay, and start-up. § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Construction Manager, Architect, their consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work 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. Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 30 § 10.3.5 The Contractor shall reimburse the Owner for the cost and expense the Owner incurs (1) for remediation of hazardous materials or substances the Contractor brings to the site and negligently handles, or (2) where the Contractor fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner’s fault or negligence. § 10.3.6 If, without negligence on the part of the Contractor, the Contractor is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall reimburse the Contractor for all cost and expense thereby incurred. § 10.4 Emergencies In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor’s discretion, to prevent threatened damage, injury, or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Article 15 and Article 7. ARTICLE 11 INSURANCE AND BONDS § 11.1 Contractor’s Insurance and Bonds § 11.1.1 The Contractor shall purchase and maintain insurance of the types and limits of liability, containing the endorsements, and subject to the terms and conditions, as described in the Agreement or elsewhere in the Contract Documents. The Contractor shall purchase and maintain the required insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Owner, Construction Manager and Construction Manager’s consultants, and the Architect and Architect’s consultants, shall be named as additional insureds under the Contractor’s commercial general liability policy or as otherwise described in the Contract Documents. § 11.1.2 The Contractor shall provide surety bonds of the types, for such penal sums, and subject to such terms and conditions as required by the Contract Documents. The Contractor shall purchase and maintain the required bonds from a company or companies lawfully authorized to issue surety bonds in the jurisdiction where the Project is located. § 11.1.3 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. § 11.1.4 Notice of Cancellation or Expiration of Contractor’s Required Insurance. Within three (3) business days of the date the Contractor becomes aware of an impending or actual cancellation or expiration of any insurance required by the Contract Documents, the Contractor shall provide notice directly to the Owner, and separately to the Construction Manager, of such impending or actual cancellation or expiration. Upon receipt of notice from the Contractor, the Owner shall, unless the lapse in coverage arises from an act or omission of the Owner, have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by the Contractor. The furnishing of notice by the Contractor shall not relieve the Contractor of any contractual obligation to provide any required coverage. § 11.2 Owner’s Insurance § 11.2.1 The Owner shall purchase and maintain insurance of the types and limits of liability, containing the endorsements, and subject to the terms and conditions, as described in the Agreement or elsewhere in the Contract Documents. The Owner shall purchase and maintain the required insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. § 11.2.2 Failure to Purchase Required Property Insurance. If the Owner fails to purchase and maintain the required property insurance, with all of the coverages and in the amounts described in the Agreement or elsewhere in the Contract Documents, the Owner shall inform both the Contractor and the Construction Manager, separately and in writing, prior to commencement of the Work. Upon receipt of notice from the Owner, the Contractor may delay commencement of the Work and may obtain insurance that will protect the interests of the Contractor, Subcontractors, and Sub-Subcontractors in the Work. When the failure to provide coverage has been cured or resolved, the Contract Sum and Contract Time shall be equitably adjusted. In the event the Owner fails to procure coverage, the Owner waives all rights against the Contractor, Subcontractors, and Sub-subcontractors to the extent the loss to the Owner would have been covered by the insurance to have been procured by the Owner. The cost of the insurance shall be Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 31 charged to the Owner by a Change Order. If the Owner does not provide written notice, and the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain the required insurance, the Owner shall reimburse the Contractor for all reasonable costs and damages attributable thereto. § 11.2.3 Notice of Cancellation or Expiration of Owner’s Required Property Insurance. Within three (3) business days of the date the Owner becomes aware of an impending or actual cancellation or expiration of any property insurance required by the Contract Documents, the Owner shall provide notice directly to the Contractor, and separately to the Construction Manager, of such impending or actual cancellation or expiration. Unless the lapse in coverage arises from an act or omission of the Contractor: (1) the Contractor, upon receipt of notice from the Owner, shall have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by either the Owner or the Contractor; (2) the Contract Time and Contract Sum shall be equitably adjusted; and (3) the Owner waives all rights against the Contractor, Subcontractors, and Sub-subcontractors to the extent any loss to the Owner would have been covered by the insurance had it not expired or been cancelled. If the Contractor purchases replacement coverage, the cost of the insurance shall be charged to the Owner by an appropriate Change Order. The furnishing of notice by the Owner shall not relieve the Owner of any contractual obligation to provide required insurance. § 11.3 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 Construction Manager and Construction Manager’s consultants; (3) the Architect and Architect’s consultants; (4) other Contractors and any of their subcontractors, sub-subcontractors, agents, and employees; and (5) Separate Contractors, if any, and any of their subcontractors, sub-subcontractors, agents, and employees, for damages caused by fire, or other causes of loss, to the extent those losses are covered by property insurance required by Section 11.2 or other property insurance applicable to the Project, except such rights as they have to proceeds of such insurance. The Owner or Contractor, as appropriate, shall require similar written waivers in favor of the individuals and entities identified above from the Construction Manager, Construction Manager’s consultants, Architect, Architect’s consultants, other Contractors, Separate Contractors, subcontractors, and sub-subcontractors. The policies of insurance purchased and maintained by each person or entity agreeing to waive claims pursuant to this Section 11.3.1 shall not prohibit this waiver of subrogation. This waiver of subrogation shall be effective as to a person or entity (1) even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, (2) even though that person or entity did not pay the insurance premium directly or indirectly, or (3) whether or not the person or entity had an insurable interest in the damaged property. 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. § 11.3.2 If during the Project construction period the Owner insures properties, real or personal or both, at or adjacent to the site by property insurance under policies separate from those insuring the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, to the extent permissible by such policies, the Owner waives all rights in accordance with the terms of Section 11.3.1 for damages caused by fire or other causes of loss covered by this separate property insurance. § 11.4 Loss of Use, Business Interruption, and Delay in Completion Insurance The Owner, at the Owner’s option, may purchase and maintain insurance that will protect the Owner against loss of use of the Owner’s property, or the inability to conduct normal operations, due to fire or other causes of loss. The Owner waives all rights of action against the Contractor, Architect, and Construction Manager for loss of use of the Owner’s property, due to fire or other hazards however caused. § 11.5 Adjustment and Settlement of Insured Loss § 11.5.1 A loss insured under the property insurance required by the Agreement shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section 11.5.2. The Owner shall pay the Construction Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 32 Manager, Architect and Contractor their just shares of insurance proceeds received by the Owner, and by appropriate agreements the Construction Manager, Architect and Contractor shall make payments to their consultants and Subcontractors in similar manner. § 11.5.2 Prior to settlement of an insured loss, the Owner shall notify the Contractor of the terms of the proposed settlement as well as the proposed allocation of the insurance proceeds. The Contractor shall have 14 days from receipt of notice to object to the proposed settlement or allocation of the proceeds. If the Contractor does not object, the Owner shall settle the loss and the Contractor shall be bound by the settlement and allocation. Upon receipt, the Owner shall deposit the insurance proceeds in a separate account and make the appropriate distributions. Thereafter, if no other agreement is made or the Owner does not terminate the Contract for convenience, the Owner and Contractor shall execute a Change Order for reconstruction of the damaged or destroyed Work in the amount allocated for that purpose. If the Contractor timely objects to either the terms of the proposed settlement or the allocation of the proceeds, the Owner may proceed to settle the insured loss, and any dispute between the Owner and Contractor arising out of the settlement or allocation of the proceeds shall be resolved pursuant to Article 15. Pending resolution of any dispute, the Owner may issue a Construction Change Directive for the reconstruction of the damaged or destroyed Work. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 Uncovering of Work § 12.1.1 If a portion of the Work is covered contrary to the Construction Manager’s or Architect’s request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by either, be uncovered for their examination and be replaced at the Contractor’s expense without change in the Contract Time. § 12.1.2 If a portion of the Work has been covered that the Construction Manager or Architect has not specifically requested to examine prior to its being covered, the Construction Manager or Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, the Contractor shall be entitled to an equitable adjustment to the Contract Sum and Contract Time as may be appropriate. If such Work is not in accordance with the Contract Documents, the costs of uncovering the Work, and the cost of correction, shall be at the Contractor’s expense. § 12.2 Correction of Work § 12.2.1 Before Substantial Completion The Contractor shall promptly correct Work rejected by the Construction Manager or Architect or failing to conform to the requirements of the Contract Documents, discovered before Substantial Completion, and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Construction Manager’s and 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 within a reasonable time after discovery of the condition, and such notice shall be within one year after substantial completion, or, for Work performed pursuant to Sections 12.2.2.2 and 12.2.2.3, within the one year following such Work or Corrective Work. If Owner fails to give notice to Contractor within these one-year periods, Owner waives its right to Corrective Work, but retains all other rights it may have under law for defective Work. During the period for correction of Work, the Owner shall give the Contractor a reasonable opportunity to make the correction. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner, Construction Manager 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. Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 33 § 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. With respect to any Corrective Work performed during the Correction Period, the Correction Period for that Corrective Work shall be extended for one year from the date the Corrective Work was completed. § 12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. § 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction of the Owner, Separate Contractors, or other Contractors, whether completed or partially completed, caused by the Contractor’s correction or removal of Work that is not in accordance with the requirements of the Contract Documents. § 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents. Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor’s liability with respect to the Contractor’s obligations other than specifically to correct the Work. § 12.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 Governing Law The Contract shall be governed by the 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, Construction Manager, 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 Construction Manager and Architect timely notice of when and where tests and inspections are to be made so that the Construction Manager and Architect may be present for such procedures. The Owner shall bear costs of tests, inspections, or approvals that do not become Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 34 requirements until after bids are received or negotiations concluded. The Owner shall directly arrange and pay for tests, inspections, or approvals where building codes or applicable laws or regulations so require. § 13.4.2 If the Construction Manager, Architect, Owner, or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection, or approval not included under Section 13.4.1, the Construction Manager and Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection, or approval, by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Construction Manager and Architect of when and where tests and inspections are to be made so that the Construction Manager and Architect may be present for such procedures. Such costs, except as provided in Section 13.4.3, shall be at the Owner’s expense. § 13.4.3 If procedures for testing, inspection, or approval under Sections 13.4.1 and 13.4.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure, including those of repeated procedures and compensation for the Construction Manager’s and Architect’s services and expenses, shall be at the Contractor’s expense. § 13.4.4 Required certificates of testing, inspection, or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Construction Manager for transmittal to the Architect. § 13.4.5 If the Construction Manager or Architect is to observe tests, inspections, or approvals required by the Contract Documents, the Construction Manager or Architect will do so promptly and, where practicable, at the normal place of testing. § 13.4.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. § 13.5 Interest All payments to the Contractor shall be governed by the Prompt Payment of Local Government Bills, Minnesota Statutes, Section 471.125 ("Prompt Payment Act"), except that any of four (4) percent per annum. 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 Construction Manager has not certified or the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents. § 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, Construction Manager and Architect, terminate the Contract and recover from the Owner payment for Work executed, and reasonable and substantiated costs incurred by reason of such termination. § 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor, a Subcontractor, a Sub-subcontractor, or their agents or employees, or any other persons performing portions of the Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 35 Work because the Owner has repeatedly failed to fulfill the Owner’s obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days’ notice to the Owner, Construction Manager and Architect, terminate the Contract and recover from the Owner as provided in Section 14.1.3. § 14.1.5 No Right to Stop Work for Non-Payment. The Contractor has no right to stop Work as a consequence of non-payment. In the event of any disagreement between the Contractor and Owner involving the Contractor’s entitlement to payment, the Contractor’s only remedy is to file a Claim in accordance with Article 15. The Contractor must diligently proceed with the Work pending resolution of the Claim. If, however, an Application for Payment has been approved for payment by the Owner, and the Owner fails to make payment within sixty (60) days of the approval for payment by the Owner, the Contractor may upon ten (10) days written notice to the Owner, stop work if payment is not made by the Owner within ten (10) days following the notice. § 14.2 Termination by the Owner for Cause § 14.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors or suppliers in accordance with the respective agreements between the Contractor and the Subcontractors or suppliers; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. § 14.2.2 When any of the reasons described in Section 14.2.1 exist, after consultation with the Construction Manager, 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 Construction Manager’s and Architect’s services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall, upon application, be certified by the Initial Decision Maker after consultation with the Construction Manager, and this obligation for payment shall survive termination of the Contract. § 14.3 Suspension by the Owner for Convenience § 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work, in whole or in part for such period of time as the Owner may determine. § 14.3.2 The Contract Sum and the Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay, or interruption under Section 14.3.1. No adjustment shall be made to the extent: .1 that performance is, was, or would have been, so suspended, delayed, or interrupted, by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of this Contract. § 14.4 Termination by the Owner for Convenience § 14.4.1 The Owner may, at any time, terminate the Contract for the Owner’s convenience and without cause. § 14.4.2 Upon receipt of notice from the Owner of such termination for the Owner’s convenience, the Contractor shall Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 36 .1 cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. § 14.4.3 In case of such termination for the Owner’s convenience, the Owner shall pay the Contractor for Work properly executed; costs incurred by reason of the termination, including costs attributable to termination of Subcontracts; and the termination fee, if any, set forth in the Agreement. ARTICLE 15 CLAIMS AND DISPUTES § 15.1 Claims § 15.1.1 Definition. A Claim is a demand or assertion by the 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 Claims and 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 the requirements of the binding dispute resolution method selected in the Agreement and within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Contractor waive all Claims and causes of action not commenced in accordance with this Section 15.1.2. § 15.1.3 Notice of Claims § 15.1.3.1 Claims by 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 Construction Manager and Architect, if the Architect is not serving as the Initial Decision Maker. Claims by 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 claimant 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. If a Claim for actual costs is approved, the Owner shall pay the Contractor actual costs incurred, plus either (a) ten percent (10%) for overhead and profit for work performed by the Contractor, or (b) five percent (5%) overhead and profit for work performed by a Subcontractor, as applicable. § 15.1.3.2 Claims by either the Owner or Contractor, where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2, shall be initiated by notice to the other party. In such event, no decision by the Initial Decision Maker is required. § 15.1.4 Continuing Contract Performance § 15.1.4.1 Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. § 15.1.4.2 The Contract Sum and Contract Time shall be adjusted in accordance with the Initial Decision Maker’s decision, subject to the right of either party to proceed in accordance with this Article 15. The Architect will issue Certificates for Payment in accordance with the decision of the Initial Decision Maker. § 15.1.5 Claims for Additional Cost. If the Contractor wishes to make a Claim for an increase in the Contract Sum, notice as provided in Section 15.1.3 shall be given before proceeding to execute the portion of the Work that is the subject of the Claim. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 37 § 15.1.6 Claims for Additional Time § 15.1.6.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, notice as provided in Section 15.1.3 shall be given. The Contractor’s Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay only one Claim is necessary. § 15.1.6.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled construction. (Paragraphs deleted) § 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 claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that, in the Initial Decision Maker’s sole discretion, it would be inappropriate for the Initial Decision Maker to resolve the Claim. § 15.2.3 In evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner’s expense. § 15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of the request, and shall either (1) provide a response on the requested supporting data, (2) advise the Initial Decision Maker when the response or supporting data will be furnished, or (3) advise the Initial Decision Maker that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Initial Decision Maker will either reject or approve the Claim in whole or in part. § 15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that the Initial Decision Maker is unable to resolve the Claim. This initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) notify the parties, the Construction Manager, 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. (Paragraphs deleted) Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 38 § 15.3 Mediation § 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract shall be subject to mediation. Mediation is not a condition precedent to commencing litigation but if litigation is commenced before mediation is held, the Parties agree to mediate before any dispositive motions or trial. § 15.3.2 The parties shall share the mediator’s fee equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation and ratified by the Owner’s Council shall be enforceable as settlement agreements in any court having jurisdiction thereof. (Paragraphs deleted) ARTICLE 16 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: § 16.1 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. § 16.2 Data Practices. Pursuant to Minnesota Statutes, Section 13.05, subd. 11, all of the data created, collected, received, stored, used, maintained, or disseminated by Contractor in performing this project 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. § 16.3 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. Additions and Deletions Report for AIA® Document A232® – 2019 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 16:24:30 ET on 04/18/2025. Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 1 PAGE 1 Veterans Park Improvements 6335 Portland Ave, Richfield, MN 55423 This includes improvements to the pool, ice arena, and general park trail and building improvements. … Loeffler Construction Consulting LLC d/b/a Loeffler Construction & Consulting 9202 202nd St. W., Suite 100 Lakeville, MN 55044 … City of Richfield 6700 Portland Ave Richfield, MN 55423 … To be determined in Project Specific Work Orders. *** These A232 General Conditions relate to the Master Agreement entered into between Owner and Construction Manager on ______, 202_, and all Project Specific Work Orders created thereunder. *** PAGE 4 § 1.5.1 The 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. … The parties shall agree upon written protocols governing the transmission and use of, and reliance on, of Instruments of Service or any other information or documentation in digital form. The parties may use AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. PAGE 5 Any use of, or reliance on, all or a portion of a building information model without agreement to written protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 2 forth in AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, or similar written agreement, and the requisite AIA Document G202™–2013, Project Building Information Modeling Protocol Form, shall be at the using or relying party’s sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. … § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner’s approval or authorization. identify a representative authorized to act on the 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 Construction Manager and the Architect do not have such authority. The term "Owner" means the Owner or the Owner’s authorized representative. § 2.1.2 The Owner shall furnish to the Contractor, within fifteen days after receipt of a written request, information necessary and relevant for the Contractor to evaluate, give notice of, or enforce mechanic’s lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner’s interest therein. PAGE 6 § 2.3.5 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Except for utility locations provided by private utilities, which Owner does not warrant for accuracy, the Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. The Contractor shall be responsible for verifying the accuracy of all utility locations supplied by private utilities. PAGE 7 § 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally 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, and correlated personal observations with requirements of the Contract Documents.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. … § 3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor’s notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall submit Claims as provided in Article 15. If the Contractor fails to perform the obligations of Sections 3.2.2 or 3.2.3, the Contractor shall pay such costs and damages to the Owner, subject to section 15.1.7, as would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities.The Contractor must make frequent inspections during the progress of the Work to confirm that Work previously performed by the Contractor is in compliance with the Contract Documents and applicable laws and regulations bearing on the performance of the Work and Referenced Standards and that portion of Work previously performed by the Contractor or by others are in proper condition to receive subsequent Work. § 3.2.5 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 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 3 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. § 3.2.6 If the Contractor performs any Work involving an apparent error, inconsistency, ambiguity, construction impracticality, omission or code violation in the Contract Documents of which the Contractor is aware, or which could reasonably have been discovered by the review required by Section 3.2, without prompt written notice to the Owner and the Architect and request for correction, clarification or additional information, as appropriate, the Contractor does so at its own risk and expense and all claims relating thereafter are specifically waived. § 3.2.7 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor’s notices or requests for information pursuant to Sections 3.2, 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, subject to section 15.1.7, as would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. PAGE 8 § 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor’s employees 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. PAGE 9 § 3.5.3 The Contractor’s general warranty and any additional or special warranties are not limited by the Contractor’s obligations to specifically 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 consequential and direct damages relating to any breach of the Contractor’s general warranty or any additional or special warranties required by the Contract Documents. § 3.5.4 The Contractor must furnish all special warranties required by 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. PAGE 10 § 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, Construction Manager, and Architect and must be available to be contacted during all business hours, and outside of business hours in the event of an emergency. … § 3.10.1 The Contractor, promptly after being awarded the Contract, shall submit in its native and electronic format, for the Owner’s and Architect’s information, acceptance, and the Construction Manager’s use in developing the Project schedule, a Contractor’s construction schedule for the Work. The schedule shall contain detail appropriate for the Project, including (1) the date of commencement of the Work, interim schedule milestone dates, and the date of Substantial Completion; (2) an apportionment of the Work by construction activity; and (3) the time required for completion of each portion of the Work. The schedule shall provide for the orderly progression of the Work to completion and shall not exceed time limits current under the Contract Documents. The schedule shall be revised at Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 4 appropriate intervals as required by the conditions of the Work and Project. The Contractor shall cooperate with the Construction Manager in scheduling and performing the Contractor’s Work to avoid conflict with, and as to cause no delay in, the work or activities of other Contractors, or the construction or operations of the Owner’s own forces or Separate Contractors. § 3.10.2 The Contractor, promptly after being awarded within ten days of execution of the Contract and thereafter as necessary to maintain a current submittal schedule, shall submit a submittal schedule for the Construction Manager’s and Architect’s approval. The Architect and Construction Manager’s approval shall not be unreasonably delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor’s construction schedule, and (2) allow the Construction Manager and Architect reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, or fails to provide submittals in accordance with the approved submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. PAGE 11 The Contractor shall make available, at the Project site, the Contract Documents, including the current Construction Schedule, Change Orders, Construction Change Directives, and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and the approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be in electronic form or paper copy, available to the Construction Manager, Architect, and Owner, and delivered to the Construction Manager for submittal to the Owner upon completion of the Work as a record of the Work as constructed. … § 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve, and submit to the Construction Manager, Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents, in accordance with the Project submittal schedule approved by the Construction Manager and Architect or, in the absence of an approved Project submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of other Contractors, Separate Contractors, or the Owner’s own forces. The Contractor shall cooperate with the Construction Manager in the coordination of the Contractor’s Shop Drawings, Product Data, Samples, and similar submittals with related documents submitted by other Contractors. The Contractor must provide the Owner, Construction Manager, and Architect with copies of all submittals made to regulatory agencies. … § 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples, or similar submittals, until the respective submittal has been reviewed and approved by the Architect. 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. PAGE 12 § 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. If Owner makes any such facilities available to Contractor, it is without representation or warranty as to their adequacy for Contractor’s use, and Contractor shall indemnify, defend, and hold Owner harmless from and against any claims arising out of Contractor’s use of such facilities. PAGE 13 § 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 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 5 shall keep the premises and surrounding area free from accumulation of waste materials and or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste materials, rubbish, the Contractor’s tools, construction equipment, machinery, machinery and surplus materials from and about the Project. … § 3.18.1 To the fullest extent permitted by law, the Contractor shall indemnify indemnify, defend, and hold harmless the Owner, Construction Manager, Architect, Construction Manager’s and Architect’s consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys’ fees, 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. PAGE 16 § 5.2.1 Unless otherwise stated in the Contract Documents, the Contractor, as soon as practicable after award of the Contract, After award of the Contract, if the Contractor seeks to substitute a Subcontractor, the Contractor shall notify the Construction Manager, for review by the Owner, Construction Manager and Architect, of the persons or entities substitute(s) proposed for each principal portion of the Work, including those who are to furnish materials or equipment fabricated to a special design. Within 14 days of receipt of the information, the Construction Manager may notify the Contractor whether the Owner, the Construction Manager or the Architect (1) has reasonable objection to any such proposed person or entity substitute(s) or, (2) requires additional time for review. Failure of the Construction Manager to provide notice within the 14-day period shall constitute notice of no reasonable objection. § 5.2.2 The Contractor shall not contract with a proposed person or entity substitute Subcontractor to whom the Owner, Construction Manager 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. PAGE 19 § 7.2 Change Orders and Change Proposals A Change Order is a written instrument prepared by the Construction Manager and signed by the Owner, Construction Manager, Architect, and Contractor, stating their agreement upon all of the following:§ 7.2.1 A Change Order is a written instrument prepared by the Construction Manager and signed by the Owner, Construction Manager, Architect, and Contractor, stating their agreement upon all of the following: … .3 The extent of the adjustment, if any, in the Contract Time. § 7.2.2 The Contractor must submit Change Proposals covering a contemplated Change Order within ten (10) days after request of the Owner, or the Architect or within ten (10) 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 the Contractor 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) of ten percent (10%) if the Work is performed by the Contractor, or five percent (5%) if the Work is performed by a Subcontractor or Sub-subcontractor. 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. Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 6 § 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. … § 7.3.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Construction Manager and Owner shall determine the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Construction Manager 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: PAGE 21 § 8.2.4 The Contractor must conform to the most recently accepted Progress Schedule. The Contractor must 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 accepted Progress Schedule and any accepted revisions thereto. The Contractor must keep current records of and mark on a copy of the accepted 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 Contractor 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 accepted 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 accepted 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. PAGE 22 § 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, subd. 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 per month or any part of a month to the Subcontractor(s) on any undisputed amount not paid on time to the Subcontractor(s). PAGE 23 § 9.3.4 The Contractor must submit to the Architect 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 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 7 Payment, the Contractor may submit to and review with the Architect and 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. PAGE 26 § 9.8.6 Retainage after Substantial Completion, Minn. Stat. § 15.72, subd. 2—Subject to the following, all retainage will be released to Construction Manager no later than sixty (60) days after Substantial Completion. "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. PAGE 27 § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Construction Manager and Architect so confirm, the Owner shall, upon application by the Contractor and certification by the Construction Manager and Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed, corrected, and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of the surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect through the Construction Manager 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. Notwithstanding the foregoing, the Owner may at its option retain the lesser of a minimum of three times the value of the incomplete or uncorrected parts of the Work, or the maximum amount allowed by law, as estimated by the Construction Manager, provided the remaining work is minor and cannot be completed or corrected due to weather, unsuitable conditions for testing or other circumstances beyond the Contractor’s control, as agreed upon by the Architect and Construction Manager. PAGE 28 § 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. Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 8 § 9.10.7 Upon receipt of the Contractor’s notice and request for final inspection, the Owner and the Architect will promptly make such inspection and, when the Owner and the Architect concur that the Work has been fully completed and is acceptable under the Contract Documents, the 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 the Architect do not concur that the Work is finally complete. In such case, the Contractor must bear the cost of any additional services of the Owner or the Architect until the Work is determined to be finally complete. PAGE 29 § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Construction Manager, Architect, their consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work in the affected area 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. PAGE 31 § 11.3.1 The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub-subcontractors, agents, and employees, each of the other; (2) the Construction Manager and Construction Manager’s consultants; (3) the Architect and Architect’s consultants; (4) other Contractors and any of their subcontractors, sub-subcontractors, agents, and employees; and (5) Separate Contractors, if any, and any of their subcontractors, sub-subcontractors, agents, and employees, for damages caused by fire, or other causes of loss, to the extent those losses are covered by property insurance required by the Agreement Section 11.2 or other property insurance applicable to the Project, except such rights as they have to proceeds of such insurance. The Owner or Contractor, as appropriate, shall require similar written waivers in favor of the individuals and entities identified above from the Construction Manager, Construction Manager’s consultants, Architect, Architect’s consultants, other Contractors, Separate Contractors, subcontractors, and sub-subcontractors. The policies of insurance purchased and maintained by each person or entity agreeing to waive claims pursuant to this Section 11.3.1 shall not prohibit this waiver of subrogation. This waiver of subrogation shall be effective as to a person or entity (1) even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, (2) even though that person or entity did not pay the insurance premium directly or indirectly, or (3) whether or not the person or entity had an insurable interest in the damaged property. 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. PAGE 32 § 12.2.2.1 In addition to the Contractor’s obligations under Section 3.5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof, or after the date for commencement of warranties established under Section 9.9.1, or by terms of any applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of notice from the Owner to do so, unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. within a reasonable time after discovery of the condition, and such notice shall be within one year after substantial completion, or, for Work performed pursuant to Sections 12.2.2.2 and 12.2.2.3, within the one year following such Work or Corrective Work. If Owner fails to give notice to Contractor within these one-year periods, Owner waives its right to Corrective Work, but retains all other rights it may have under law for defective Work. During the period for correction of Work, the Owner shall give the Contractor a reasonable Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 9 opportunity to make the correction. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner, Construction Manager or Architect, the Owner may correct it in accordance with Section 2.5. PAGE 33 § 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. With respect to any Corrective Work performed during the Correction Period, the Correction Period for that Corrective Work shall be extended for one year from the date the Corrective Work was completed. … The Contract shall be governed by the law of the place where the Project is located excluding that jurisdiction’s choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 15.4.located. PAGE 34 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate the parties agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located.All payments to the Contractor shall be governed by the Prompt Payment of Local Government Bills, Minnesota Statutes, Section 471.125 ("Prompt Payment Act"), except that any of four (4) percent per annum. … .2 An act of government, such as a declaration of national emergency, that requires all Work to be stopped; or .3 Because the Construction Manager has not certified or the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or .4 The Owner has failed to furnish to the Contractor reasonable evidence as required by Section 2.2.Documents. … § 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven days’ notice to the Owner, Construction Manager and Architect, terminate the Contract and recover from the Owner payment for Work executed, as well as reasonable overhead and profit on Work not executed, and and reasonable and substantiated costs incurred by reason of such termination. PAGE 35 § 14.1.5 No Right to Stop Work for Non-Payment. The Contractor has no right to stop Work as a consequence of non-payment. In the event of any disagreement between the Contractor and Owner involving the Contractor’s entitlement to payment, the Contractor’s only remedy is to file a Claim in accordance with Article 15. The Contractor must diligently proceed with the Work pending resolution of the Claim. If, however, an Application for Payment has been approved for payment by the Owner, and the Owner fails to make payment within sixty (60) days of the approval for payment by the Owner, the Contractor may upon ten (10) days written notice to the Owner, stop work if payment is not made by the Owner within ten (10) days following the notice. … § 14.2.2 When any of the reasons described in Section 14.2.1 exist, after consultation with the Construction Manager, and upon certification by the Architect that sufficient cause exists to justify such action, the Owner may, without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor’s surety, if any, seven days’ notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 10 … § 14.3.2 The Contract Sum and the Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay, or interruption under Section 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent: PAGE 36 § 15.1.1 Definition. A Claim is a demand or assertion by one of the parties the 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 term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. 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. … § 15.1.3.1 Claims by either the Owner or Contractor, where the condition giving rise to the Claim is first discovered prior to expiration of the period for correction of the Work set forth in Section 12.2.2, shall be initiated by written notice to the other party Owner and to the Initial Decision Maker with a copy sent to the Construction Manager and Architect, if the Architect is not serving as the Initial Decision Maker. Claims by either party 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 claimant 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. If a Claim for actual costs is approved, the Owner shall pay the Contractor actual costs incurred, plus either (a) ten percent (10%) for overhead and profit for work performed by the Contractor, or (b) five percent (5%) overhead and profit for work performed by a Subcontractor, as applicable. PAGE 37 § 15.1.7 Waiver of Claims for Consequential Damages. The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination in accordance with Article 14. Nothing contained in this Section 15.1.7 shall be deemed to preclude assessment of liquidated damages, when applicable, in accordance with the requirements of the Contract Documents. … § 15.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 15.2.6.1.In the event of a Claim against the Contractor, the Owner may, but is not obligated to notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor’s default, the Owner may, but is not obligated to notify the surety and request the surety’s assistance in resolving the controversy. § 15.2.6.1 Either party may, within 30 days from the date of receipt of an initial decision, demand in writing that the other party file for mediation. If such a demand is made and the party receiving the demand fails to file for mediation within 30 days of receipt thereof, then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 11 § 15.2.7 In the event of a Claim against the Contractor, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor’s default, the Owner may, but is not obligated to, notify the surety and request the surety’s assistance in resolving the controversy. § 15.2.8 If a Claim relates to or is the subject of a mechanic’s lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. § 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract, except those waived as provided for in Sections 9.10.4, 9.10.5, and 15.1.7, shall be subject to mediation as a condition precedent to binding dispute resolution.Contract shall be subject to mediation. Mediation is not a condition precedent to commencing litigation but if litigation is commenced before mediation is held, the Parties agree to mediate before any dispositive motions or trial. § 15.3.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration is stayed pursuant to this Section 15.3.2, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings.share the mediator’s fee equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation and ratified by the Owner’s Council shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 15.3.3 Either party may, within 30 days from the date that mediation has been concluded without resolution of the dispute or 60 days after mediation has been demanded without resolution of the dispute, demand in writing that the other party file for binding dispute resolution. If such a demand is made and the party receiving the demand fails to file for binding dispute resolution within 60 days after receipt thereof, then both parties waive their rights to binding dispute resolution proceedings with respect to the initial decision. § 15.3.4 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 15.4 Arbitration § 15.4.1 If the parties have selected arbitration as the method for binding dispute resolution in the Agreement, any Claim subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of the Agreement. The Arbitration shall be conducted in the place where the Project is located, unless another location is mutually agreed upon. A demand for arbitration shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the arbitration. The party filing a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded. § 15.4.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the Claim. § 15.4.2 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 12 § 15.4.3 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement, shall be specifically enforceable under applicable law in any court having jurisdiction thereof. § 15.4.4 Consolidation or Joinder § 15.4.4.1 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation, (2) the arbitrations to be consolidated substantially involve common questions of law or fact, and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 15.4.4.2 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. ARTICLE 16 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: § 16.1 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. § 16.2 Data Practices. Pursuant to Minnesota Statutes, Section 13.05, subd. 11, all of the data created, collected, received, stored, used, maintained, or disseminated by Contractor in performing this project 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. § 16.3 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. § 15.4.4.3 The Owner and Contractor grant to any person or entity made a party to an arbitration conducted under this Section 15.4, whether by joinder or consolidation, the same rights of joinder and consolidation as those of the Owner and Contractor under this Agreement. AIA Document D401 – 2003. Copyright © 1992 and 2003. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:24:30 ET on 04/18/2025 under Order No.3104243759 which expires on 05/23/2025, 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: (2052019557) 1 ’Certification of Document s Authenticity AIA®™ – 2003 Document D401 I, Jon Cramer, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 16:24:30 ET on 04/18/2025 under Order No. 3104243759 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA® Document A232™ – 2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition, other than those additions and deletions shown in the associated Additions and Deletions Report. _____________________________________________________________ (Signed) _____________________________________________________________ (Title) _____________________________________________________________ (Dated) AGENDA SECTION:CONSENT CALENDAR AGENDA ITEM #5.I. STAFF REPORT NO. 62 CITY COUNCIL MEETING 5/13/2025 REPORT PREPARED BY:Karl Huemiller, Recreation Services Director DEPARTMENT DIRECTOR REVIEW: OTHER DEPARTMENT REVIEW: CITY MANAGER REVIEW: Katie Rodriguez, City Manager 5/7/2025 ITEM FOR COUNCIL CONSIDERATION: Richfield 4th of July Committee celebration license application EXECUT IVE SUMMARY: City code identifies the importance of community celebrations such as the 4th of July and designating City lands to be used for community celebrations. Understanding that significant planning goes into large events, City code outlines a process for designating non-profit organizations to plan and coordinate community celebration activities. For more than 40 years, the Richfield 4th of July Committee has worked with City staff to coordinate the 4th of July celebration. They have submitted an application for a celebration license to plan the July 4, 2025 festivities. The activities for 2025 are proposed to take place on Thursday, July 3, 2025 and Friday, July 4, 2025. RECOMMENDED ACTION: By Motion: Grant the Richfield 4th of July Committee a celebration license and waive the $5,000 fee associated with the license. BASIS OF RECOMMENDATION: A.HISTORICAL CONTEXT Following the celebration on July 4, 2019, the Richfield 4th of July Committee took a 4 year hiatus. In 2024 they planned a 2 day event which was interrupted by severe weather. This year the City has identified the capacity to support a 2 day event at Veterans Memorial Park. B.EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS The 4th of July celebration is an event that brings the community together and provides free activities for residents on and around the 4th of July. C.POLICIES (resolutions, ordinances, regulations, statutes, exc): City Code 850. defines a community celebration. Section 805.09 outlines the process for applying for a community celebration license. 850.09. - Community celebration: license Subdivision 1. General rule. It is a violation of this section for any individual or entity, other than the City, to conduct a community celebration or any of the celebration activities without having first obtained a license to do so. The City may license nonprofit corporations to conduct community celebration activities. Subd. 2. Application. A nonprofit corporation wishing to conduct celebration activities in connection with a designated community celebration shall make application to the City Manager. The application shall contain the following information together with any additional information required by the City Manager: Copy of articles and bylaws; (a) Name of corporation; (b) Copy of articles and bylaws (c) Detailed activity plan (DAP) describing completely time, location and nature of all proposed activities; (d) If the DAP includes the sale of concessions, a statement of the uses to which the proceeds will be put. Subd. 3. Review of application. The Manager shall review the application and may refer it to any department for review and comment. Following review, the City Manager shall make a report and recommendation to the City Council. Subd. 4. Council action. The City Council shall consider the application, the recommendation of the City Manager and may Subd. 4. Council action. The City Council shall consider the application, the recommendation of the City Manager and may consider any other information it deems appropriate. Following its review, the council may either grant or deny the license. In granting the license, the council may modify the DAP and place such terms and conditions upon the license as it determines advisable. Subd. 5. License fee. The license fee shall be $5,000.00 which must be paid prior to the issuance of the license. The council may, in its discretion waive all or part of the fee. D.CRITICAL TIMING ISSUES: The 4th of July committee requires a celebration license prior to finalizing the celebration's activities. E.FINANCIAL IMPACT: City staff from Fire, Public Safety, Public Works, and Recreation Services provide support to the 4th of July celebration. F.LEGAL CONSIDERATION: ALTERNATIVE RECOMMENDATION(S): PRINCIPAL PARTIES EXPECTED AT MEETING: ATTACHMENTS: Description Type Celebration License Application Backup Material AGENDA SECTION:PUBLIC HEARINGS AGENDA ITEM #7. STAFF REPORT NO. 63 CITY COUNCIL MEETING 5/13/2025 REPORT PREPARED BY:Jennifer Anderson, Support Services Manager DEPARTMENT DIRECTOR REVIEW:Jay Henthorne, Director of Public Safety/Chief of Police 5/7/2025 OTHER DEPARTMENT REVIEW: CITY MANAGER REVIEW: Katie Rodriguez, City Manager 5/7/2025 ITEM FOR COUNCIL CONSIDERATION: Consider approval of a resolution authorizing the 90 day suspension of a tobacco license issued to Lyndale Pump N Munch, located at 6300 Lyndale Ave S. for egregious flavored product and underage sales violations. The recommended suspension dates are May 13, 2025 through August 11, 2025. Along with the suspension of the tobacco license, any additional violations of City code or state law relating to the operation of the business or the sale of tobacco products before February 12, 2028, will result in immediate revocation of the license. EXECUTIVE SUMMARY: With the implementation of the flavored product prohibition that went into effect January 1, 2024, the City has seen a steady increase in complaints for not only the illegal sales of flavored products, but also sales to underage youth by several licensed tobacco retailers. Complaints have come from multiple sources and have led the City to recommend a more severe penalty. The attached resolution outlines the actions and events involving Lyndale Pump N Munch over the past 13 months. Staff feel the recommended suspension sends a message that this type of disregard for city policy and the protections put in place to keep youth from the harms of tobacco use will not be tolerated in Richfield. The City will continue to enforce, investigate and hold accountable all tobacco retailers who violate local and state laws. RECOMMENDED ACTION: Conduct and close the public hearing and by motion: Approve a resolution authorizing the 90 day suspension of a tobacco license issued to Lyndale Pump N Munch, located at 6300 Lyndale Ave S, Richfield, MN. Along with the suspension of the tobacco license, any additional violations of City code or state law relating to the operation of the business or the sale of tobacco products before February 12, 2028, will result in immediate revocation of the license. BASIS OF RECOMMENDATION: A.HISTORICAL CONTEXT Due to the complexity, scale, partner agencies involved, and length of the investigation into Lyndale Pump N Munch, the attached resolution provides a historical timeline of events that lead to staff recommending the suspension of the tobacco license. Initially, staff were prepared to recommend a complete revocation of the tobacco license, however, after discussions with the City Attorney and Licensee's legal counsel, staff agreed to recommend a lengthy suspension of the license in lieu of revocation conditioned upon certain terms which the Licensee has indicated consent of the same. The City conducts age and product compliance checks to ensure licensees are following the city ordinance and enforces fines when there is a failure. The tobacco compliance history of this retailer includes failures in 2012, 2013, and 2014 and 2025. B.EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS The Richfield Police Department is committed to ensuring equity and inclusivity in our work. In some instances, equity considerations may not directly apply; however, staff preparation and review of reports will always consider DEI principles. C.POLICIES (resolutions, ordinances, regulations, statutes, exc): Chapter 11, section 1146 of the Richfield City Ordinances addresses tobacco licensing and sales in the city. The flavored products prohibition went into effect on January 1, 2024. All retailers were given five months in late 2023 to reduce their flavored product inventory in anticipation of the new flavor ban which took effect January 1, 2024. D.CRITICAL TIMING ISSUES: No critical timing issues E.FINANCIAL IMPACT: There is no financial impact to the City of Richfield. F.LEGAL CONSIDERATION: The City Attorney has reviewed and approved of the contents of the staff report. ALTERNATIVE RECOMMENDATION(S): The City Council could decide not to approve the resolution authorizing suspension of the tobacco license and direct staff on how to proceed. PRINCIPAL PARTIES EXPECTED AT MEETING: Mohamed Salah, Owner of Pump N Munch Mitchell R Hadler, Legal Representative for Mohamed Salah ATTACHMENTS: Description Type Pump N Munch resolution Cover Memo 2 DOCSOPEN\RC160\3\1016496.v6-5/7/25 RESOLUTION NO. ______ FINDINGS AND DECISION RELATED TO THE SUSPENSION OF THE TOBACCO LICENSE OF LYNDALE PUMP N’ MUNCH (D/B/A “PUMP N’ MUNCH”) LOCATED AT 6300 LYNDALE AVENUE SOUTH, RICHFIELD, MINNESOTA FINDINGS WHEREAS, Lyndale Pump N’ Munch (“Licensee”), a Minnesota company, operates a retail establishment located at 6300 Lyndale Avenue S., Richfield, Minnesota (“Licensed Premises”) and sells tobacco products pursuant to a tobacco license issued by the City of Richfield (“City”); and WHEREAS, pursuant to Richfield City Code Subsection 1146.05, tobacco retailers are required to be licensed by the City to legally operate; and WHEREAS, the City takes pride in the ongoing efforts to keep tobacco, cannabis, and flavored products out of the hands of underage individuals; and WHEREAS, the Richfield City Council supports strict enforcement of its tobacco ordinance to accomplish its goal of curbing sales to underage individuals while respecting the due process rights of license holders; and WHEREAS, City staff are recommending a suspension of Licensee’s tobacco license based on the egregious nature of certain violations by Licensee and blatant disregard for requirements in the City’s tobacco ordinance; and WHEREAS, after reviewing and discussing the pertinent files and information from staff and the public safety department and consideration of the testimony and input from Licensee, the City Council makes the following findings with respect to Licensee’s tobacco license: A. Richfield City Code Subsection 1146.09, subd. 1 prohibits licensees from selling tobacco products to any person under the age of 21; and B. Richfield City Code Subsection 1146.09, subd. 6 prohibits the sale of flavored products by licensed establishments; and C. Richfield City Code Subsection 1146.03, subd. 20 defines “flavored product” as “[a]ny licensed product that contains a taste or smell, other than the taste or smell of tobacco, that is distinguishable by an ordinary consumer either prior to or during the consumption of the product, including, but not limited to, any taste or smell relating to chocolate, cocoa, menthol, mint, wintergreen, vanilla, honey, fruit, or any candy, dessert, alcoholic beverage, herb, or spice. A public statement or claim, whether express or implied, made or disseminated by the manufacturer of a licensed product, or by any person authorized or permitted by the manufacturer to make or disseminate public statements concerning such products, that a product has or produces a taste or smell other than a taste or smell of tobacco will constitute presumptive evidence that the product is a flavored product.” 3 DOCSOPEN\RC160\3\1016496.v6-5/7/25 D. In August 2023, City staff personally visited all licensed tobacco retailers, including the Licensed Premises, to provide educational materials related to the flavor prohibition and answered retailer questions about the new ordinance. The Association for Non-Smokers- Minnesota also sent a postcard size graphic of what was legal and illegal to sell. The new ordinance gave retailers five months to sell their flavored products before going into effect on January 1, 2024. E. In February 2024, Richfield Police received a tip alleging the Licensee was engaged in the illegal sale of tobacco and THC products to juveniles and were not requiring proof of any identification or age in the sale of such products. F. In December 2024, Richfield staff were notified of possible fraud by a tip that alleged the Licensee was selling tobacco products stolen from other area metro gas and tobacco shops and the information from the tip was shared with the Minnesota Department of Revenue (“DOR”) as the gas station had previously been investigated for tax evasion under similar reports. G. On January 13, 2025, DOR conducted an inspection of the Licensed Premises and during such inspection seized numerous items as contraband and noticed a locked backroom of the store and asked for access. Licensee’s staff denied entry on the grounds that only the owner had access. H. The property seized by the DOR in their investigation on the Licensed Premises classified as contraband under Minn. Stat. § 297F.21are subject to statutory civil and criminal penalties and were described by the DOR as: a. Cigarette packages or tobacco products obtained from an unlicensed seller. b. Tobacco products on which the tax has not been paid by a licensed distributor. c. Any cigarette packages or tobacco products offered for sale or held as inventory for which there is not an invoice from a licensed seller as required under section 297F.13, subd. 4. I. On January 14, 2025, the DOR provided written notice to Licensee of all seized contraband and informed Licensee of its right to judicial review. J. On January 17, 2025, the Richfield Police Department received an additional tip with photos of tobacco flavored products displayed for sale at the Licensed Premises, together with a complaint that juveniles are allegedly admitting to purchasing flavored vapes from Licensee in violation of the City Code. K. On February 12, 2025, based on the previous tips received, the Richfield Police Department conducted an undercover buy of flavored tobacco at the Licensed Premises and attempted to purchase flavored nicotine products. Licensee’s employee told the Officers they did not sell any vaporizers containing nicotine. L. Later in the day on February 12, 2025, a Richfield Police Officer conducted a traffic stop near the area of the Licensed Premises of a speeding vehicle whose occupants appeared to 4 DOCSOPEN\RC160\3\1016496.v6-5/7/25 be under the age of 21. During the stop, Officers observed a vaporizer in the center console of the vehicle and the occupants handed over an additional vaporizer. Both vaporizers contained nicotine, and the occupants admitted purchasing the vaporizers at the Licensed Premises without being asked for identification. M. In early February 2025, the City received a tip that unlicensed “marijuana” sales were occurring at the Licensed Premises. N. On February 13, 2025, the Richfield Police Department obtained a search warrant to search the Licensed Premises. During execution of the warrant, Richfield Officers found roughly 2412 items containing flavored nicotine that were seized from the store. The following items were taken as inventory of the search warrant: a. 43 flavored "Geek Bar" nicotine vapes. b. 43 miscellaneous flavored nicotine vapes. c. A box containing 63 "Loon" flavored vapes. d. 60 sealed packs of flavored cigarettes and vapes. e. 75 packs of flavored cigarettes. f. 78 tins of flavored nicotine and tobacco products. g. 93 flavored nicotine vapes. h. 12 miscellaneous flavored products. i. 294 flavored nicotine products. j. A fabric bag that contained miscellaneous receipts, three Viagra prescription pill bottles, that contained Viagra, a sign written in Arabic, with a price of $49.00 and $1,720 cash. k. 16 flavored American Spirit cigarettes. l. 256 flavored Hookah tobacco packs. m. An envelope that contained $6,000 cash. n. $5,765 in cash. o. 7 different flavored vapes . p. 859 flavored tobacco items. q. 513 flavored items. O. On April 9, 2025, the City received notice from DOR that although Licensee had the right to judicially challenge the seizure of the contraband by DOR, it did not do so, and all property seized was forfeited to the State. WHEREAS, Richfield City Code Subsection 1146.05 states that a license may be denied, suspended or revoked by the council, after an investigation and public hearing where the licensee is granted the opportunity to be heard, for one (1) or more of the following reasons: (a) The operation of the business is in conflict with any provision of this code. (b) The operation of the business is in conflict with any health, fire, building, building maintenance, zoning, or any other applicable codes or laws. (c) The applicant or licensee has failed to comply with one (1) or more provisions of this section or any statute, rule or ordinance pertaining to the sale of tobacco, tobacco products, tobacco-related devices, electronic delivery devices or nicotine or lobelia delivery products. 5 DOCSOPEN\RC160\3\1016496.v6-5/7/25 (d) The applicant has committed fraud, misrepresentation or bribery in securing or renewing a license. WHEREAS, on April 7 and April 14, 2025, the City sent notices to the Licensee stating the staff’s intent to recommend to the City Council that Licensee’s tobacco license be revoked based on the city code violations discovered as a result of the findings during the traffic stop on February 12, 2025, and executed search warrant and investigation performed by the Richfield Police Department on February 13, 2025 and informing Licensee of its right to a hearing. WHEREAS, after discussions between staff, Licensee’s legal counsel, and the City Attorney, staff agreed to recommend to the City Council a lengthy suspension of the license in lieu of revocation conditioned upon certain terms and Licensee has indicated consent of the same. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richfield, Minnesota, as follows: 1. The recitals outlined above are hereby adopted by the Council as factual findings and are fully incorporated herein. 2. The findings of the Richfield Police Department upon the voluntary statements from underage individuals during a valid traffic stop and the execution of a valid search warrant of the Licensed Premises substantiate the Licensee’s violations of City Code Subsection 1146.09, subd. 1 (prohibition of the sale of tobacco products to persons under the age of 21) and Subsection 1146.09, subd. 6 (prohibition of the sale of flavored products by licensed establishments). 3. The failure of the Licensee to comply with the provisions of the Richfield City Code pertaining to the sale of tobacco and flavored products as cited above is grounds for the suspension of a license by the City Council as authorized under City Code Subsection 1146.05, subd. (c). 4. The Minnesota Department of Revenue’s seizure of contraband from the Licensed Premises and Licensee’s failure to contest such seizure substantiates violation of state law applicable to tobacco products and is a basis for suspension of the license pursuant to City Code Subsection 1146.05. subd. (c). 5. The tobacco license for Lyndale Pump N’ Munch, d/b/a “Pump N’ Munch”, which business was most currently located at 6300 Lyndale Avenue South, Richfield, Minnesota, 55423, is hereby suspended for 90 calendar days beginning on May 13, 2025. and ending on August 11, 2025. 6. During the suspension period, Licensee must comply with all applicable local and state laws and regulations. Any additional violations of City code or state law relating to the operation of the business or the sale of tobacco products before February 12, 2028, will result in immediate revocation of the license. Licensee has acknowledged and agreed to these terms. 7. The City Council finds that the egregious circumstances and violations involved in this 6 DOCSOPEN\RC160\3\1016496.v6-5/7/25 matter warrant a lengthy suspension. Adopted this _____ day of _____________, 2025. Mary B. Supple, Mayor ATTEST: Michelle Friedrich, City Clerk AGENDA SECTION:PROPOSED ORDINANCES AGENDA ITEM #8. STAFF REPORT NO. 64 CITY COUNCIL MEETING 5/13/2025 REPORT PREPARED BY:Sam Crosby, Planner II DEPARTMENT DIRECTOR REVIEW:Melissa Poehlman, Community Development Director 5/2/2025 OTHER DEPARTMENT REVIEW: CITY MANAGER REVIEW: Katie Rodriguez, City Manager 5/6/2025 ITEM FOR COUNCIL CONSIDERATION: Consider a first reading of an ordinance restricting short-term rentals. EXECUTIVE SUMMARY: The City’s current policy of regulating Short-Term Rentals (STRs) as rental housing allows operators to avoid many of the regulations placed on other similar businesses, as outlined in the "Policies" section below. Given this research, staff recommends that STRs of less than one month be allowed only in cases in which the rental license holder lives on site. This recommendation allows continuation of the use, but with closer oversight and more consistency with other policies and requirements. Also, this recommendation is consistent with the strategic plan goal calling for preservation of Richfield as an affordable place to live (housing availability). The recommendation avoids the sizeable difficulty that would be involved with permitting, managing, and enforcing STRs as a lodging establishment, which would require substantial operational changes in multiple departments as well as external agencies (such as the Bloomington Environmental Health). For example, STRs provide short-term lodging like hotels and motels, but operate in non-commercial areas and therefore: pay lower taxes, do not require a lodging license or business license, do not require the same accessibility requirements, and typically do not pay the tourism tax (collected on an honor-based system). STRs operate in residential districts, like home occupations and bed and breakfasts, yet do not: require an onsite resident-operator, or require a conditional use permit. Finally, the economic benefits of STRs to the Richfield community are unclear. STR guests seem less likely than hotel guests to visit local restaurants given that kitchen facilities are available. And, owners tend to live outside of Richfield, so the wealth that either homeownership or business ownership brings is not being captured within our boundaries. In light of all this, staff finds that a one-month limitation is the best approach when an license holder is not also living on site. RECOMMENDED ACTION: By motion: Approve a first reading of an ordinance restricting short-term rentals to no less than one month unless the rental license holder resides on site. BASIS OF RECOMMENDATION: A.HISTORICAL CONTEXT The restriction of STR's was identified as a priority in 2024 as part of the policy proposal process. The primary concerns were complaints about nuisances, and loss of housing stock available for long-term residents (buyers and renters). Two work sessions have since been held. First work session The first work session was held January 28, 2025. The Council asked for additional information, including data on police and fire calls, and public feedback on the topic. Staff found that, due to the format of their record keeping system, it was impossible to draw any conclusions from the data that the police department provided. Staff conducted a public opinion survey on the topic. While results were mixed, a deeper dive into the comments revealed that for those respondents who favored limiting rentals, the majority preferred limiting rentals to no less than 30 days. Second Work Session The second work session was held April 22, 2025. The Council questioned the terminology “lives on site,” inquired about twin homes on more than one lot and emphasized notification to those who self-identified their property as a STR. Consequently, staff has modified the language slightly to “resides on site” and requires that the license-holder be present during the rental period. Proof of residency could include using the property address for their driver’s license, voting registration, or federal or state tax return. In regard to twin homes on separate properties, this situation is extremely rare (staff could only find three duplexes and two triplexes) in Richfield. In most instances, this type of development is part of a common interest community or similar which includes an overarching parcel boundary and would be accommodated by the proposed rule. Creating language to address the rare instances in which they are not seemed more complicated than it was worth. If the Council feels strongly that this should be addressed, staff can work with the City Attorney on language prior to the second reading. Finally, on Wednesday, April 30th, staff sent notice by email to all those who self-identified as a STR on the 2024 rental license application. Additional public comments received more recently will be presented by the City Clerk during the open forum. B.EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS One of the purposes of restricting STRs is to remove roadblocks to residents finding affordable housing options. C.POLICIES (resolutions, ordinances, regulations, statutes, exc): The City’s current policy of regulating STRs as rental housing allows operators to avoid many of the regulations placed on these other similar businesses: The MN Department of Health classifies STRs as a hotel or motel, and requires a lodging license, which requires inspection by the Fire Marshall. But the State Fire Marshall does not inspect these types of properties. Therefore, the MN Department of Health has been accepting housing rental licenses. Hotels and motels are also required to be ADA accessible, and to have minimum life safety standards, such as exit signs and emergency lighting. State Statues requires a 3% lodging tax on all rentals of less than 30 days. The tax is voluntarily paid, and then remitted to the local tourism board (Visit Richfield), on a monthly basis. Hotels and motels are only permitted in commercial and mixed use districts, and bed and breakfasts, while conditionally permitted in residential areas, require an on site operator. Hotels and motels also require a business license from the City. Finally, hotels, motels, and traditional bed and breakfasts are required to obtain a conditional use permit from the City. In summary, a STR where the owner lives elsewhere is essentially a one-unit extended stay that circumvents regulations, whether they be federal, state, or local. Therefore, to provide for a consistent set of rules for similar uses, the options become either to require that STRs comply with all the regulations listed above, or require that they rent for no less than one month, as to not be classified as a lodging establishment, hotel or motel. Staff finds that a one-month limitation is the best approach, as it is the simplest solution. Staff further recommends removing the conditional use permit for a traditional bed and breakfast. There are two differences between an STR where the owner lives on site and a traditional bed and breakfast: the food service (which is licensed by the MN Department of Health), and a limit of not more than two rooms. Given the close similarity, staff recommends removing the conditional use permit requirement for bed and breakfasts, rather than requiring a conditional use permit for every remaining STR. D.CRITICAL TIMING ISSUES: The ordinance has been drafted so that it doesn't take effect until January 1st, 2026, allowing a seven- month grace period. The second reading is currently scheduled for May 27. E.FINANCIAL IMPACT: While a ban on anything less than one month duration may cause some STRs to go out of business, some may adjust to the new requirement and stay in business. F.LEGAL CONSIDERATION: None. ALTERNATIVE RECOMMENDATION(S): Approve the first reading of the ordinance with changes. Deny the first reading of the attached ordinance amendment and direct staff to reconsider one or more aspects. PRINCIPAL PARTIES EXPECTED AT MEETING: None ATTACHMENTS: Description Type Draft Ordinance Amendment Ordinance BILL NO. _____ AN ORDINANCE AMENDING THE RICHFIELD BUILDING, HOUSING AND CONSTRUCTION REGULATIONS (CHAPTER IV OF THE MUNICIPAL CODE) TO LIMIT RENTALS TO NO LESS THAN ONE MONTH THE CITY OF RICHFIELD DOES ORDAIN: Section 1 Subsection 407.05 of the Richfield Municipal Code “Inspection and Licensing of Apartment Houses and Rental Homes” Code is amended to read as follows: 407.05. - License required. It is unlawful for any person who is an owner of an apartment house or an owner of a rental home to operate such apartment house or rental home without first having obtained a license under the provisions of this Section. No apartment house, rental home, or accessory dwelling unit (as described in subsection 518.05) shall be rented or leased for a term of less than one month unless the licensee resides on site and is present during the term. There are two (2) types of licenses: regular and provisional. Provisional licenses are defined in Subsection 407.13. All references to licenses in this Section are references to regular licenses, unless otherwise stated. No license shall be required under this Section for Rental Homes which have currently valid licenses from either Hennepin County, or the Minnesota Department of Health permitting such occupancy. Section 2 This ordinance is effective on January 1, 2026. Adopted by the City Council of the City of Richfield, Minnesota this __th day of May, 2025. ____________________ Mary B. Supple, Mayor ATTEST: ___________________________ Michelle Friedrich, City Clerk