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2025-10-28 City Council Agenda Richfield City Council Agenda October 28, 2025 -- 7:00 PM Richfield Municipal Center Council Chambers 6700 Portland Avenue South 1. Call to Order 2. Pledge of Allegiance 3. Approval of the Agenda 4. Approval of Minutes a. Approval of the Minutes of the (1) City Council Work Session from October 14, 2025, and (2) City Council Regular Meeting from October 14, 2025. 5. 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 6. Proclamations and Presentations a. 20th Annual Great Pumpkin Giveaway Coloring Contest Winners b. Arts Commission Annual Report c. Human Rights Commission Annual Report d. Transportation Commission Annual Report 7. Consent Calendar 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. Approve Disbursements/Claims b. 2026 Benefit Contributions c. Consider a correction to the legal description for Resolution #11548, from 2018, for RF64. d. Second reading of a transitory ordinance providing funding for certain capital improvements from the Liquor Contribution Special Revenue Fund. 8. Consideration of Items, if Any Removed From Consent Calendar 9. Public Hearings a. I-494 Vision Project 2 - Municipal Consent Public Hearing 10. Proposed Ordinances a. Consider second reading of an ordinance imposing a tax on lodging and repealing and replacing in its entirety Chapter 14 of the Richfield Code of Ordinances. 11. Resolutions a. Consider a resolution providing for the sale of $6,160,000 General Obligation Sales Tax Revenue Bonds, Series 2025A. 12. Other Business a. Consider appointment of youth commissioners to City advisory board/commissions. b. Consider approval of agreements with the contractors listed within for the renovation of the Richfield Pool, a sub-project of the Veterans Park Improvement Project, totaling $2,244,724.40. 13. City Manager’s Report 14. Council Discussion a. Hats off to Hometown Hits b. Liaison Reports Page 1 of 499 15. 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. Includes Materials - Materials relating to these agenda items can be found in the Council Chambers Agenda Packet book located by the entrance. The complete Council Agenda Packet is available electronically on the City of Richfield website. Page 2 of 499 ITEM #1 CALL TO ORDER The meeting was called to order by Mayor Supple at 5:46 p.m. in the Bartholomew Conference Room. Council Present: Mary Supple, Mayor; Sharon Christensen; Walter Burk; Sean Hayford Oleary; and Rori A. Coleman-Woods. Staff Present: Katie Rodriguez, City Manager; Joe Powers, City Engineer; Matt Hardegger, Transportation Engineer; Courtney DesCamps, Senior Analyst; Michelle Friedrich, City Clerk Others Present: Andrew Lutaya, MN Department of Transportation; Amber Blanchard, MN Department of Transportation ITEM #2 ITEM DISCUSSION – I-494 PHASE 2 City Engineer Joe Powers and MnDOT staff presented an update on Project 2 of the I-494 Corridor Vision. The update included an overview of the municipal consent process, the project schedule, and anticipated construction beginning in 2027. The City’s local cost participation is estimated at $9,000 for lighting and engineering contingencies. MnDOT summarized findings from the noise, air quality, and greenhouse gas analyses. Council members had several questions on the findings, MnDOT staff provided some additional context and agreed to follow-up with more information. No formal action was taken. ITEM #15 ADJOURNMENT Mayor Supple adjourned the meeting at 6:51 pm. CITY COUNCIL MEETING MINUTES Richfield, Minnesota City Council Work Session October 14, 2025 Page 3 of 499 City Council Meeting Minutes -2- October 14, 2025 Date Approved: October 28, 2025 Sean Hayford Oleary Mayor Pro Tempore Michelle Friedrich Katie Rodriguez City Clerk City Manager Page 4 of 499 ITEM #1 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 Pohlman, Community Development Director, Kristin Asher, Public Works Director; Mary Bogie, Finance Director; and Michelle Friedrich, City Clerk. Others Present: Caroline Stutsman, Manager at Bergan KDV ITEM #2 PLEDGE OF ALLEGIANCE Mayor Supple led the Pledge of Allegiance. ITEM #3 APPROVAL OF AGENDA MOTION: made by Council Member Burk, seconded by Council Member Christensen to approve Agenda as presented. Motion carried: 5-0 ITEM #4 APPROVAL OF MINUTES MOTION: made by Council Member Burk, seconded by Council Member Hayford Oleary to approve the minutes of the: (1) City Council Work Session from September 23, 2025, and (2) City Council Regular Meeting from September 23, 2025. Motion carried: 5-0 ITEM #5 OPEN FORUM CITY COUNCIL MEETING MINUTES Richfield, Minnesota Regular Council Meeting October 14, 2025 Page 5 of 499 City Council Meeting Minutes -2- October 14, 2025 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. Latoya Peterson, a Richfield Resident, discussed a situation she witnessed regarding an incident with a juvenile and several officers that responded to the situation. She asked what the protocol is for arresting and handling situations that involve juveniles. ITEM #6 PROCLAMATIONS AND PRESENTATIONS a. Proclamation celebrating Indigenous Peoples' Day Mayor Supple invited Human Rights Commissioner Madeline Vukson to accept the proclamation and read aloud the proclamation. Commissioner Vukson thanked the Council for having her and allowing her to accept this proclamation on behalf of the Human Rights Commission. She stated that it is important for the community to continue to learn about indigenous cultures. b. Community Services Commission Annual Report Mayor Supple invited Tessa Johanson to present the report. Tessa Johanson provided an overview of the projects that the Commission has completed or assisted in this year. She also shared about the programs that the Commission assisted this past year. c. Sustainability Commission Annual Report Mayor Supple invited Amanda Kueper to present the report. Amanda Kueper thanked the Commissioner and the liaisons to the Commission. She provided a summary of the work that the Commission has done in the past year. She updated on the projects that the Commission has assisted with. She provided a summary of the events that have been held by the Commission. d. Receipt of the City of Richfield Annual Comprehensive Financial Report (ACFR) for the fiscal year ended December 31, 2024. Mayor Supple turned the item over to Director Bogie. Director Bogie introduced the presenter and turned the item over to Caroline Stutsman. Ms. Stutsman reviewed her role in the audit report. She reviewed the audit report. She reviewed the General fund revenue, expenditures, and fund balance. She updated on the levy and tax capacity. She reviewed the City enterprise funds. Mayor Supple thanked the Audit team and the Finance Department for the work on the report. Page 6 of 499 City Council Meeting Minutes -3- October 14, 2025 MOTION: made by Mayor Supple, seconded by Council Member Christensen to accept the annual comprehensive financial report for the year ended December 31, 2024. Motion Carried: 5-0 ITEM #7 CONSENT CALENDAR City Manager Rodriguez presented the consent calendar. a. Approve Disbursements/Claims U.S. BANK 10-10-2025 A/P Checks: (9-8-2025 thru 10-10-2025) $3,596,677.58 Wire Transfers: (9-9-2025 thru 9-23-2025) $1,999,508.08 Payroll (09-26-2025) $1,084,637.01 Payroll (10-10-2025) $1,069,909.71 TOTAL $7,750,753.38 b. Consider approval for a Temporary On-Sale Intoxicating Liquor license for the Blessed Trinity Catholic School, located at St. Richard's Catholic Church, 7540 Penn Avenue South, for their Annual Gala taking place December 6, 2025. c. First reading of a transitory ordinance providing funding for certain capital improvements from the Liquor Contribution Special Revenue Fund. d. Consider adoption of a resolution of support designating that the photograph “Winter Interest” by Samantha Chin be used to wrap the Hennepin County utility box located at Penn Avenue & 66th Street. RESOLUTION NO. 12350 RESOLUTION OF SUPPORT FOR THE PROPOSED DECORATIVE UTILITY BOX WRAP ON HENNEPIN COUNTY UTILITY BOX LOCATED AT PENN AVE/66TH STREET e. Consider approval of an agreement with John A. Dalsin & Son, Inc, in the amount of $607,984, for the replacement of the roof on rink two of the Richfield Ice Arena. f. Consider first reading of an ordinance imposing a tax on lodging and repealing and replacing in its entirety Chapter 14 of the Richfield Code of Ordinances. BILL NO. 2025-17 AN ORDINANCE IMPOSING A TAX ON LODGING AND REPEALING AND REPLACING IN ITS ENTIRETY CHAPTER XIV OF THE RICHFIELD CODE OF ORDINANCES g. Adopt Resolution authorizing acceptance of Office of Traffic Safety (OTS) Funds. The agreement extension was previously approved at the September 9 meeting, but the resolution was omitted from the staff report. RESOLUTION NO. 12351 Page 7 of 499 City Council Meeting Minutes -4- October 14, 2025 RESOLUTION AUTHORIZING THE DEPARTMENT OF PUBLIC SAFETY/POLICE TO ACCEPT GRANT MONIES FROM THE OFFICE OF TRAFFIC SAFETY IN THE AMOUNT OF $138,374.93 OR A LESSER AMOUNT, AS AWARDED BY THE DEPARTMENT OF PUBLIC SAFETY, TO FUND A POLICE OFFICER DEDICATED TO DWI ENFORCEMENT h. Consider approval to renew the contract with Chief's Towing, Inc., for Public Safety towing services for December 1, 2025 through November 30, 2027. i. Consider the Joint Powers Agreement to enable Richfield to provide an alternative response for selective 911 calls in a manner that most effectively and efficiently supports and protects the physical, mental and behavioral health of individuals in the Cities of Richfield and Edina. j. Site Plan Approval for 7424 Lyndale Ave S – Conversion to Retail RESOLUTION NO. 12352 RESOLUTION APPROVING A SITE PLAN FOR 7424 LYNDALE AVENUE SOUTH MOTION: made by Council Member Hayford Oleary, seconded by Council Member Burk to approve the consent calendar. Council welcomed the business owners present regarding Consent Calendar Item J, and thanked the City of Edina for their work on the joint powers agreement. Motion carried: 5-0 ITEM #8 CONSIDERATION OF ITEMS, IF ANY, REMOVED FROM CONSENT CALENDAR None. ITEM #9 PUBLIC HEARINGS Council Member Hayford Oleary reviewed the rules of the public hearing and opened the public hearing for Public Hearing items a-e. Jeraldine Cook, a Richfield Resident, stated that the new installation of the water meter has caused her water bill to go up $1100 in one month. She stated that she has worked with the Utility Commission, but the money is still due in full on November 14th. Gloria Arneberg, a Richfield property owner, stated that she is the owner of several rental properties in Richfield. She noted that she had a tenant move out of one of her properties due to illegal activity. Since this she has received notice that the tenant was paying for waste disposal with insufficient funds. She stated that she never received this notice to the owner’s property and was only sent to the rental property. Linda Muinch, a Richfield Resident, stated that she has received incorrect waste management bills at her address. She stated that she has come forward to the City in the past to resolve this issue, but waste management has not made any changes to the incorrect information. Page 8 of 499 City Council Meeting Minutes -5- October 14, 2025 Les Rosecke, Richfield Resident, stated that he has applied with social service agencies to help with his utility payments. He stated that he has a large balance due on his waste management and would like any information on how to handle it. Alexa Rosilus, on behalf of Marco Luz, stated that they have received the sanitary sewer assessment and would like to know what the assessment covers. She also asked why the previous agreement of paying each year wasn’t respected. She also asked what payment plans or deferrals are available. MOTION: made by Council Member Hayford Oleary, seconded by Council Member Christensen to close the public hearing. Motion carried: 5-0 a. Public hearing and consider a resolution adopting the proposed certification of delinquent solid waste charges to property taxes within the residential organized collection system from July 1, 2024 to June 30, 2025. Council Member Hayford Oleary presented the Staff Report. Council asked for clarity on when these payments are due. Attorney Tietjen stated that there is no interest if paid by November 14th, and after that it will be added to next years property tax. MOTION: made by Council Member Hayford Oleary, seconded by Council Member Burk to adopt a resolution adopting an assessment for the unpaid garbage collection service from July 1, 2024 to June 31, 2025. RESOLUTION NO. 12353 RESOLUTION ADOPTING ASSESSMENT FOR UNPAID GARBAGE COLLECTION SERVICE FROM JULY 1, 2024 TO JUNE 31, 2025 Motion carried: 5-0 b. Public hearing and consider a resolution adopting the assessment on the ILN/77th Street Project Area for $130,596.78 for costs incurred to maintain the area for 2024 and a resolution ordering the undertaking of the current service project within the ILN/77th Street Project Area for 2026. Council Member Burk presented Staff Report. MOTION: made by Council Member Burk, seconded by Council Member Christensen to approve a resolution adopting assessment on Interstate-Lyndale-Nicollet (ILN) project area maintenance for the period January 1, 2024 to December 31, 2024 and approve a resolution adopting the assessment on the ILN/77th Street Project Area for $130,596.78 for costs incurred to maintain the area for 2024 and a resolution ordering the undertaking of the current service project within the ILN/77th Street Project Area for 2026. RESOLUTION NO. 12354 RESOLUTION ADOPTING ASSESSMENT ON INTERSTATE-LYNDALE-NICOLLET (ILN) PROJECT AREA MAINTENANCE FOR THE PERIOD JANUARY 1, 2024 TO DECEMBER 31, 2024 RESOLUTION NO. 12355 Page 9 of 499 City Council Meeting Minutes -6- October 14, 2025 RESOLUTION ORDERING THE UNDERTAKING OF CURRENT SERVICE PROJECT WITHIN THE INTERSTATE-LYNDALE-NICOLLET (ILN) PROJECT AREA FOR THE PERIOD JANUARY 1, 2026 TO DECEMBER 31, 2026 Motion carried: 5-0 c. Public hearing and consider a resolution adopting special assessments for removal of diseased trees from private property for work ordered from January 1, 2024, through December 31, 2024. MOTION: made by Council Member Coleman-Woods, seconded by Council Member Burk to approve a resolution adopting assessment for the removal of diseased trees from private property for work ordered from January 1. 2024 through December 31, 2024. RESOLUTION NO. 12356 RESOLUTION ADOPTING ASSESSMENT FOR THE REMOVAL OF DISEASED TREES FROM PRIVATE PROPERTY FOR WORK ORDERED FROM JANUARY 1, 2024 THROUGH DECEMBER 31, 2024 Motion carried: 5-0 d. Public hearing and consider a resolution adopting special assessments for sanitary sewer line repair or replacement on private property for work ordered from January 1, 2024, through August 1, 2025. Council Member Christensen presented Staff Report. Council Member Hayford Oleary clarified that this program is only if the property owner signs up for this. He stated that the comment made does not seem to line up with the program. MOTION: made by Council Member Christensen, seconded by Council Member Hayford Oleary to approve a resolution adopting special assessments for sanitary sewer line repair or replacement on private property for work ordered from January 1, 2024, through August 1, 2025. RESOLUTION NO. 12357 RESOLUTION ADOPTING ASSESSMENT FOR THE REPAIR OR REPLACEMENT OF SANITARY SEWER LINES ON PRIVATE PROPERTY FOR WORK ORDERED FROM JANUARY 1, 2024 THROUGH AUGUST 1, 2025 Motion carried: 5-0 e. Public hearing and consider a resolution adopting the proposed assessments of delinquent utility accounts, false alarm charges, public health or safety hazards charges, weed eradication charges, and vacant property registration fees to be certified to property taxes Council Member Hayford Oleary presented Staff Report. MOTION: made by Council Member Hayford Oleary, seconded by Council Member Burk to approve a resolution adopting the proposed assessments of delinquent utility accounts, false alarm charges, public health or safety hazards charges, weed eradication charges, and vacant property registration fees to be certified to property taxes. RESOLUTION NO. 12358 Page 10 of 499 City Council Meeting Minutes -7- October 14, 2025 RESOLUTION AUTHORIZING CERTIFICATION OF UNPAID WATER, SANITARY SEWER, STORM WATER, AND STREET LIGHT CHARGES, FALSE ALARM CHARGES, WEED ERADICATION CHARGES, PUBLIC HEALTH OR SAFETY HAZARD CHARGES, AND VACANT PROPERTY REGISTRATION FEES TO THE COUNTY AUDITOR TO BE COLLECTED WITH OTHER TAXES ON SAID PROPERTIES Motion carried: 5-0 ITEM #10 PROPOSED ORDINANCES None. ITEM #11 RESOLUTIONS None. ITEM #12 OTHER BUSINESS a. Consider appointment of youth commissioners to City advisory board/commissions. Council Member Council Member Coleman-Woods presented Staff Report. MOTION: made by Council Member Coleman-Woods, seconded by Council Member Hayford Oleary to approve the appointment of Jaily Portales to the Advisory Board of Health and Karmen Melnichuk to the Arts Commission as youth commissioners. Motion carried: 5-0 b. Consider approval of an agreement between the City of Richfield and the Science Museum of Minnesota in the amount of $354,658, for professional services in the fabrication and installation of interpretive exhibits for the new Wood Lake Nature Center Building, as well as an agreement with Blue Rhino in the amount of $354,500 for the same services and with the same terms and conditions. The project was jointly bid for a total of $709,158. Council Member Burk presented Staff Report. Council shared their excitement for this project. MOTION: made by Council Member Burk, seconded by Council Member Hayford Oleary to approve an agreement between the City of Richfield and the Science Museum of Minnesota in the amount of $354,658, for professional services in the fabrication and installation of interpretive exhibits for the new Wood Lake Nature Center Building, as well as an agreement with Blue Rhino in the amount of $354,500 for the same services and with the same terms and conditions. The project was jointly bid for a total of $709,158. Motion carried: 5-0 Page 11 of 499 City Council Meeting Minutes -8- October 14, 2025 ITEM #13 CITY MANAGER’S REPORT City Manager Rodriguez shared information regarding the comments made by Kathleen Balaban at the last meeting. She shared information regarding Commission minutes and video recordings. She also provided information from Mr. Lowry regarding loud traffic near his home. She stated that they have been in contact with them and continue to monitor the traffic in that area. She shared that they have been picked as a stop on the Senate Bonding Tour. ITEM #14 COUNCIL DISCUSSION a. Hats off to Hometown Hits. Mayor Supple shared the sad news of the recent passing of Rick Jabs. Council Member Hayford Oleary stated that Mr. Jabs was the Chair of the Planning Commission when he first joined. He noted that he was a great leader and did so much for the City. Council Member Burk noted he had nothing to report. Council Member Coleman-Woods gave hats off to Morris Nielsen for hosting the trunk or treat. Council Member Christensen noted nothing to share. Mayor Supple stated that the application period is open on the City website for City Boards and Commissions. ITEM #15 ADJOURNMENT MOTION: made by Council Member Coleman-Woods, seconded by Council Member Burk to adjourn the meeting at 8:23 p.m. Motion carried: 5-0 Date Approved: October 28, 2025 Sean Hayford Oleary Mayor Pro Tempore Michelle Friedrich Katie Rodriguez City Clerk City Manager Page 12 of 499 2025ACTIVITIES City Council Meeting Richfield, MN 10/28/2025 Page 13 of 499 RAC continued focus on two main themes: •Art in our Schools •Art in our Community RAC 2025 ACTIVITIES2Page 14 of 499 ART IN OUR SCHOOLS •RDLS Friendship Dance (Feb. 7 - Glow Wands) •High School Seniors’ Art Show (May 8) •Centennial Cougar Carnival (May 22 - Marble Painting) •Sheridan Family Craft Night (Oct 24)RAC 2025 ACTIVITIES3Page 15 of 499 ART IN OUR COMMUNITY •Earth Day Event - Wood Lake Nature Center (Apr. 26 - Nature Mobiles) •State of the Community (June 11, Painted Rocks) •Farmer’s Market (July 19 - Painting with Natural Materials, Aug. 2 - Reading is Fun, Community Word Mural) •Entertainment in the Park (June 17 - Color to Jazz Mural, July 22 - Paper Plate Tambourines)RAC 2025 ACTIVITIES4Page 16 of 499 ART IN OUR COMMUNITY •Mississippi Valley Poets/Richfield Lake Poetry Walk (Aug. 16) •PennFest (Sept. 21 - Community Word Mural) •Great Pumpkin Giveaway (Oct. 11 - coloring contest)RAC 2025 ACTIVITIES5Page 17 of 499 ART IN OUR COMMUNITY •Pride Roundabout Maintenance: May and October (Purple, Green, •Little Free Library/Book Drive •New Art Walk brochure - in English and Spanish •Public Art Displays •By-Laws Review •Next Year: Photo Contest and Online version of new brochure!RAC 2025 ACTIVITIES6Page 18 of 499 7 RAC 2025 ACTIVITIESTHANK YOU Richfield Arts Commission Aric Bieganek (Chair), Stephanie Eaton (Secretary), Janie Mork, John Blackshear, Lucas Smith, Ann Bieganek, Crystina Clauson BJ Skoog (Community Services Liaison), Jill Murphy (Staff Liaison), Sharon Christensen (City Council Liaison) Page 19 of 499 City Council Meeting 10/28/2025 Agenda Section: Consent Calendar Agenda Item: 7.b. Report Prepared By: Kate Niederer, Human Resources Manager Department Director: Sack Thongvanh, Assistant City Manager Item for Consideration: 2026 Benefit Contributions EXECUTIVE SUMMARY The City contributes to the cost of premiums for three health insurance plan options available to City employees. This staff report outlines the City’s contributions toward health insurance premiums for both regular full-time and regular part-time employees. A detailed breakdown of each plan, monthly premium, city's contribution and employee costs is outlined in Attachment A. For 2026, health insurance premiums will increase by 9%, based on the City remaining at the highest band level. The band levels are determined by HealthPartners, Gallagher, and LOGIS, and are based on claims experience. Following 2026, LOGIS will be required to go out to bid for health insurance coverage. There are no changes to dental coverage for 2026. As a member of LOGIS, the City’s life insurance provider will transition to Securian in 2026, and the long-term disability carrier will change to MetLife. In addition, Employee Assistance Program (EAP) coverage has been expanded to include intermittent employees. HISTORICAL CONTEXT HEALTH INSURANCE The City will continue offering group health plans through HealthPartners (HP). Plan Options: Three High-Deductible Health Plans (HDHPs) with Health Savings Accounts (HSAs). Employees can choose from three provider networks: 1. Open Access 2. Perform (slightly less costly, excluding Mayo Clinic) 3. Achieve (up to 6% cheaper; limited to HealthPartners and Park Nicollet Care Systems) Flexibility in Coverage. The City, through LOGIS, will maintain a four-tier coverage system: 1. Employee Only 2. Employee + Spouse 3. Employee + Child(ren) Page 20 of 499 4. Family Full-Time Employees (30+ Hours/Week). Employee Only Tier, City Pays 100% of the premium: • Monthly City premium range: $963.50 – $1,153.00 • HSA Contribution Up to $200 per month Employee + Spouse / Employee + Child(ren) Tiers, 9% premium increase split between the City and employee: • City Contributions between $1,656.38 and $1,741.13 per month. Family Tier, 9% premium increase split between the City and employee: • City Contributions between $1,948.59 and $2,045.09 per month Part-Time (20-29 Hours/Week), 9% premium increase split between the City and employee. Employee Only Tier, City Pays 100% of the premium: • Monthly City premium range: $823.88 – $961.00 Employee + Spouse / Employee + Child(ren), Tiers 9% premium increase split between the City and employee: • City Contributions between $899.21 and $979.46 per month Family Tier, Tiers, 9% premium increase split between the City and employee: • City Contributions between $1,090.57 and $1,116.07 per month DENTAL INSURANCE The City will continue offering group Dental plans through Health Partner (HP). • Type: Self-funded group dental insurance • Eligibility: Full-time employees City Contribution (employee-only coverage): • Monthly City contribution: $60.25 • 2026: Contribution premium remains unchanged from 2025 Page 21 of 499 Employee Responsibility (for family or employee + spouse coverage): • Employees pay 100% of the additional premium • Premium rates for 2026 are the same as 2025 LIFE INSURANCE The City will offer Life/ADD through Securian Financial. • The City provides 100% employer-paid coverage of $35,000 for Term Life and Accidental Death & Dismemberment (AD&D) insurance to all full-time employees. • In addition, Police and Fire personnel receive an additional $35,000 in coverage for line-of-duty death, also fully paid by the City. LONG-TERM DISABILITY INSURANCE (LTD) The City offers 100% coverage for LTD through MetLife to full-time employees. EMPLOYEE ASSISTANCE PROGRAM The City offers 100% coverage for EAP Services through Sand Creek. • For full-time, part-time and starting in 2026 will add intermittent employees. RECOMMENDED ACTION By Motion: Adopt a resolution designating the City's contribution toward health, dental, term life, and long-term disability insurance premiums for 2026. EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS The City’s recommended benefit plans directly align with our Strategic Plan priority for a stable and high-quality workforce, which includes attracting new employees and increasing employee retention to be at full authorized strength. POLICIES (RESOLUTIONS, ORDINANCES, REGULATIONS, STATUTES, ETC.) The City continues to provide adequate insurance protection for its employee groups, which are comparable to employees performing similar jobs in similar communities. CRITICAL TIMING ISSUES The Council needs to approve the City premium contributions to implement open enrollment for staff, which is scheduled to begin October 27, 2025. FINANCIAL IMPACT The estimated funding to provide for the recommended City premium is included in the 2026 Budget. Final costs will vary depending on the employee’s selection of health insurance plans; and insurance fund reserves are available to cover actual costs that exceed the budget amount. LEGAL CONSIDERATIONS In order to implement the proposed insurance benefit changes, the City Council must Page 22 of 499 approve the resolution designating the City's contribution toward health, term life, long- term disability, and dental insurance premiums, as well as the Employee Assistance Program for eligible employees. ALTERNATIVE RECOMMENDATION(S) The Council may decide to adjust the City's contribution to dependent health insurance by an amount other than the proposed increase per month. ATTACHMENTS 1. 2025-10-28 Resolution 2026 Benefits (R1) 2. Attachment A-2026 Health Insurance Rates Page 23 of 499 City of Richfield October 28, 2025 County of Hennepin State of Minnesota RESOLUTION NO. XXXXX 1 of 2 Motion by: Seconded by: RESOLUTION DESIGNATING CITY'S CONTRIBUTION TOWARD HEALTH, DENTAL, TERM LIFE, DISABILITY INSURANCE and the EMPLOYEE ASSISTANCE PROGRAM PREMIUM FOR ALL BENEFIT ELIGIBLE EMPLOYEE GROUPS WHEREAS the hospital-medical/surgical group health insurance plan is available from the LOGIS Health Insurance Program for City employees and their dependents; and WHEREAS a self-funded group dental insurance plan is available to full-time benefit eligible employees and their dependents; and WHEREAS a term life and accidental death and dismemberment insurance plan is available from the Local Government Information Systems Association (LOGIS) for full-time benefit eligible employees and their dependents; and WHEREAS a group long-term disability program is available to full-time benefit eligible employees; and WHEREAS the Employee Assistance Program (EAP), provided through Sand Creek, is available to all full-time and part-time employees and will be expanded to include intermittent employees effective January 1, 2026; and WHEREAS the City Council is required to determine by resolution the City's contribution toward the premium for employee group insurance coverage and approve agreements other services offered to employees. NOW, THEREFORE, BE IT RESOLVED that Attachment A outlines the premium costs for each plan, the City’s contribution, and the employee’s share of the cost. The rate changes will apply to all benefit-eligible employees working 30 hours or more per week, as well as to part-time employees working between 20 and 29 hours per week. In addition to the City’s contribution toward premiums, the City also provides Health Savings Account (HSA) contributions for eligible plans, up to a maximum of $200 per month. Actual City contribution will be dependent on the plan selected by the employee. For all full-time employees, the City shall also pay the $60.25 monthly premium for the dental insurance plan offered. Such contributions shall be for coverage effective January 1, 2026. BE IT FURTHER RESOLVED that in 2026, the City entered a two-year agreement with MetLife for long-term disability insurance coverage for at a cost of $0.144 per $100 of covered payroll. The City shall continue to contribute the full cost of long-term disability insurance for all full-time employees. In addition, for 2026, the City entered into an agreement with LOGIS for a 3-year contract with Securian Financial for Life/ADD at $4.73 per month per employee. The City shall contribute to the full cost of the Life/ADD. The 2025 premium rates were reduced for both LTD and Life/ADD effective 2026. Page 24 of 499 City of Richfield October 28, 2025 County of Hennepin State of Minnesota RESOLUTION NO. XXXXX 2 of 2 BE IT FURTHER RESOLVED that the City Council has determined the City's contribution toward insurance premiums for all organized employee groups are included in the benefit eligible employees. Adopted by the City Council of the City of Richfield, Minnesota, this 28th day of October 2025. VOTING AYE VOTING NAY Supple, Mary Supple, Mary Burk, Walter Burk, Walter Christensen, Sharon Christensen, Sharon Coleman-Woods, Rori Coleman-Woods, Rori Hayford Oleary, Sean Hayford Oleary, Sean Sean Hayford Oleary, Mayor Pro Tempore ATTEST: Michelle Friedrich, City Clerk Page 25 of 499 ATTACHMENT A PLAN $3,400/$6,600 Rate:$1,122.50 Rate:$2,359.00 Rate:$2,246.50 Rate:$2,920.00 City:$1,122.50 City:$1,734.13 City:$1,723.63 City:$2,035.84 Employee:$0.00 Employee:$624.87 Employee:$522.87 Employee:$884.16 $200.00 into HSA $5,000/$10,000 Rate:$1,025.00 Rate:$2,153.00 Rate:$2,050.50 Rate:$2,666.00 City:$1,025.00 City:$1,672.88 City:$1,665.38 City:$1,960.34 Employee:$0.00 Employee:$480.12 Employee:$385.12 Employee:$705.66 $200.00 into HSA $3,400/$6,600 Rate:$1,153.00 Rate:$2,422.00 Rate:$2,307.00 Rate:$2,999.00 City:$1,153.00 City:$1,741.13 City:$1,730.63 City:$2,045.09 Employee:$0.00 Employee:$680.87 Employee:$576.37 Employee:$953.91 $182.00 into HSA PLAN $3,400/$6,600 Rate:$1,100.00 Rate:$2,312.00 Rate:$2,201.50 Rate:$2,861.50 City:$1,100.00 City:$1,729.88 City:$1,719.38 City:$2,030.34 Employee:$0.00 Employee:$582.12 Employee:$482.12 Employee:$831.16 $200.00 into HSA $5,000/$10,000 Rate:$1,004.50 Rate:$2,110.00 Rate:$2,009.50 Rate:$2,612.50 City:$1,004.50 City:$1,669.88 City:$1,662.38 City:$1,956.34 Employee:$0.00 Employee:$440.12 Employee:$347.12 Employee:$656.16 $200.00 into HSA $3,400/$6,600 Rate:$1,130.00 Rate:$2,373.50 Rate:$2,261.00 Rate:$2,939.00 City:$1,130.00 City:$1,736.63 City:$1,726.38 City:$2,039.59 Employee:$0.00 Employee:$636.87 Employee:$534.62 Employee:$899.41 $182.00 into HSA PLAN $3,400/$6,600 Rate:$1,055.00 Rate:$2,217.50 Rate:$2,111.50 Rate:$2,745.00 City:$1,055.00 City:$1,721.13 City:$1,711.13 City:$2,019.59 Employee:$0.00 Employee:$496.37 Employee:$400.37 Employee:$725.41 $200.00 into HSA $5,000/$10,000 Rate:$963.50 Rate:$2,024.00 Rate:$1,927.50 Rate:$2,506.00 City:$963.50 City:$1,663.63 City:$1,656.38 City:$1,948.59 Employee:$0.00 Employee:$360.37 Employee:$271.12 Employee:$557.41 $200.00 into HSA $3,400/$6,600 Rate:$1,084.00 Rate:$2,276.50 Rate:$2,168.50 Rate:$2,819.00 City:$1,084.00 City:$1,727.38 City:$1,717.63 City:$2,028.34 Employee:$0.00 Employee:$549.12 Employee:$450.87 Employee:$790.66 $182.00 into HSA Page 1 of 2 Family: $65.25/month paid by the employee ($125.50/month total premium) Employee + Spouse: $34.25/month paid by the employee ($94.50/month total premium) High Deductible Plan (with HSA) High Deductible Plan (with HSA) High Deductible Plan (with HSA) Empower RX Plus ACHIEVE NETWORK – HealthPartners, Park Nicollet Care Systems, and other tier 1 providers Employee Employee + Spouse Employee + Child(ren)Family High Deductible Plan (with HSA) High Deductible Plan (with HSA) High Deductible Plan (with HSA) Empower RX Plus Dental Insurance Rates for Full-Time Employees Only Employee: $0.00/month paid by the employee (full premium covered by the City, $60.25/month) High Deductible Plan (with HSA) High Deductible Plan (with HSA) Empower RX Plus PERFORM NETWORK – without Mayo Employee Employee + Spouse Employee + Child(ren)Family High Deductible Plan (with HSA) 2026 Health Insurance Rates Monthly Premium Rates for Full-Time Employees OPEN ACCESS NETWORK Employee Employee + Spouse Employee + Child(ren)Family Page 26 of 499 PLAN $3,500/$7,000 Rate:$1,122.50 Rate:$2,359.00 Rate:$2,246.50 Rate:$2,920.00 City:$940.00 City:$976.96 City:$966.46 City:$1,106.82 Employee:$182.50 Employee:$1,382.04 Employee:$1,280.04 Employee:$1,813.18 $5,000/$10,000 Rate:$1,025.00 Rate:$2,153.00 Rate:$2,050.50 Rate:$2,666.00 City:$881.25 City:$915.71 City:$908.21 City:$1,031.32 Employee:$143.75 Employee:$1,237.29 Employee:$1,142.29 Employee:$1,634.68 $3,400/$6,600 Rate:$1,153.00 Rate:$2,422.00 Rate:$2,307.00 Rate:$2,999.00 City:$961.00 City:$983.96 City:$973.46 City:$1,116.07 Employee:$192.00 Employee:$1,438.04 Employee:$1,333.54 Employee:$1,882.93 PLAN $3,400/$6,600 Rate:$1,100.00 Rate:$2,312.00 Rate:$2,201.50 Rate:$2,861.50 City:$924.13 City:$972.71 City:$962.21 City:$1,101.32 Employee:$175.87 Employee:$1,339.29 Employee:$1,239.29 Employee:$1,760.18 $5,000/$10,000 Rate:$1,004.50 Rate:$2,110.00 Rate:$2,009.50 Rate:$2,612.50 City:$866.63 City:$912.71 City:$905.21 City:$1,027.32 Employee:$137.87 Employee:$1,197.29 Employee:$1,104.29 Employee:$1,585.18 $3,400/$6,600 Rate:$1,130.00 Rate:$2,373.50 Rate:$2,261.00 Rate:$2,939.00 City:$944.75 City:$979.46 City:$969.21 City:$1,110.57 Employee:$185.25 Employee:$1,394.04 Employee:$1,291.79 Employee:$1,828.43 PLAN $3,400/$6,600 Rate:$1,055.00 Rate:$2,217.50 Rate:$2,111.50 Rate:$2,745.00 City:$879.00 City:$963.96 City:$955.36 City:$1,090.57 Employee:$176.00 Employee:$1,253.54 Employee:$1,156.14 Employee:$1,654.43 $5,000/$10,000 Rate:$963.50 Rate:$2,024.00 Rate:$1,927.50 Rate:$2,506.00 City:$823.88 City:$906.46 City:$899.21 City:$1,019.57 Employee:$139.62 Employee:$1,117.54 Employee:$1,028.29 Employee:$1,486.43 $3,400/$6,600 Rate:$1,084.00 Rate:$2,276.50 Rate:$2,168.50 Rate:$2,819.00 City:$898.88 City:$970.21 City:$960.46 City:$1,099.32 Employee:$185.12 Employee:$1,306.29 Employee:$1,208.04 Employee:$1,719.68 Page 2 of 2 High Deductible Plan (with HSA) High Deductible Plan (with HSA) High Deductible Plan (with HSA) Empower RX Plus High Deductible Plan (with HSA) High Deductible Plan (with HSA) High Deductible Plan (with HSA) Empower RX Plus ACHIEVE NETWORK – HealthPartners, Park Nicollet Care Systems, and other tier 1 providers Employee Employee + Spouse Employee + Child(ren)Family High Deductible Plan (with HSA) High Deductible Plan (with HSA) High Deductible Plan (with HSA) Empower RX Plus PERFORM NETWORK – without Mayo Employee Employee + Spouse Employee + Child(ren)Family OPEN ACCESS NETWORK Employee Employee + Spouse Employee + Child(ren)Family 2026 Health Insurance Rates Monthly Premium Rates for Part-Time Employees Page 27 of 499 City Council Meeting 10/28/2025 Agenda Section: Consent Calendar Agenda Item: 7.c. Report Prepared By: Sam Crosby, City Planner Department Director: Melissa Poehlman, Community Development Director Item for Consideration: Consider a correction to the legal description for Resolution #11548, from 2018, for RF64. EXECUTIVE SUMMARY The developer of RF64 Townhomes is responsible for recording the resolution of approval for the project, but never did. After having platted the land, the County won’t accept the original resolution because the legal description doesn’t exist anymore. Because the legal description is in the body of the resolution, and it’s not just correcting a typo or a word error, we’re asking that the Council re-approve the previous resolution with the updated legal description. HISTORICAL CONTEXT Development plans for the RF64 project were first approved by the City Council in September of 2018 and amended in December of 2019. The project was constructed in 2022 and 2023. The project consists of two apartment buildings on Richfield Parkway and 64 townhomes along 16th Avenue. RECOMMENDED ACTION By motion: Approve a resolution with the updated legal description for RF64. EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS None. POLICIES (RESOLUTIONS, ORDINANCES, REGULATIONS, STATUTES, ETC.) Section 547.09, Subd.8, requires that a certified copy of all conditional use permits (including planned unit developments) be filed by the applicant with the Hennepin County Recorder’s Office or Registrar of Titles. In the future, staff will make sure that filing happens prior to approval of the final plat (which changes the legal description of a property). CRITICAL TIMING ISSUES None. FINANCIAL IMPACT None. Page 28 of 499 LEGAL CONSIDERATIONS None. ALTERNATIVE RECOMMENDATION(S) Deny the changes and the resolution will remain unrecorded. ATTACHMENTS 1. 102825 - RF64 PUD Reso - Corrected Legal Description (R1) 2. 09-25-18 Reso No. 11548 Page 29 of 499 RESOLUTION NO. RESOLUTION APPROVING A FINAL DEVELOPMENT PLAN AND CONDITIONAL USE PERMIT FOR A PLANNED UNIT DEVELOPMENT WITH CORRECTED LEGAL DESCRIPTION WHEREAS, an application has been filed with the City of Richfield which requests approval of a final development plan and conditional use permit for a planned unit development to include 218 apartments and 72 townhomes , on land that is legally described as; and Lots 2 through 14, Block 1, and Lots 1 thought 5 and 9 through 16, Block 2, “Iverson’s Second Addition” AND All that part of vacated East 64th Street as dedicated in “Iverson’s Second Addition”, according to the recorded plat thereof, Hennepin County, Minnesota, lying westerly of a line drawn from the northeast corner of Block 2 of said “Iverson’s Second Addition” to the southeast corner of Block 1, of said “Iverson’s Second Addition” and lying easterly of a line drawn from the northwest corner of said Block 2, to the southwest corner of said Block 1, AND Outlot C, RF 64 Townhomes. WHEREAS, the applicant has represented their intent to purchase all of the properties legally described above (collectively, the “Development Area”); WHEREAS, the City understands that land use approvals may be necessary to move forward with the remaining property acquisitions in this Development Area and is thereby making an accommodation by considering this application prior to the final acquisition of all land in the Development Area; and WHEREAS, the Planning Commission of the City of Richfield held a public hearing and recommended approval of the requested final development plan and conditional use permit at its August 27, 2018 meeting; and WHEREAS, notice of the public hearing was published in the Sun-Current and mailed to properties within 500 feet of the subject property on August 14, 2018; and WHEREAS, the requested final development plan and conditional use permit meets those requirements necessary for approving a planned unit development as specified in Richfield’s Zoning Code, Section 542.09, Subd. 3 and as detailed in City Council Staff Report No.169; and WHEREAS, the request meets those requirements necessary for approving a conditional use permit as specified in Richfield’s Zoning Code, Section 547.09, Subd. 6 and as detailed in City Council Staff Report No.169; and Page 30 of 499 WHEREAS, the City has fully considered the request for approval of a planned unit development, final development plan and conditional use permit; and NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Richfield, Minnesota, as follows: 1. The City Council adopts as its Findings of Fact the WHEREAS clauses set forth above. 2. A planned unit development, final development plan and conditional use permit are approved for a multi-family residential development as described in City Council Report No.169, in the Development Area. 3. The approved planned unit development, final development plan and conditional use permit are subject to the following conditions: • The applicant must acquire all properties in the Development Area or must return to the City Council for approval of an amended resolution to remove properties not acquired. • A recorded copy of this approved resolution, or an approved amended resolution, if applicable, must be submitted to the City prior to the issuance of a Certificate of Occupancy. • The property in the Development Area must be platted. A preliminary plat must be approved prior to the issuance of a building permit and a final plat is required prior to the issuance of a certificate of occupancy. • Approved buildings must comply with noise attenuation construction requirements of the Airport Runway Overlay District. • Staff is authorized to approve minor site modifications related to setbacks along the northern boundary of the townhomes. • Prior to the issuance of building permits, the applicant must enter into a lease with the City for pocket park improvements and walkways on remnant park property to the north of the Development Area. Park improvements must include a sign indicating that the space is available to the public. • This approval does not constitute approval of specific signs. Sign permits are required and must be applied for separately. Sign setbacks may be modified if necessary for visibility, provided that signs do not interfere with Public Works activities. • Final lighting plans must be submitted to and approved by the Community Development and Public Works Directors. • Final landscape plans that include greater variation in tree size (caliper inches) must be approved by the Community Development Director. • Additional landscaping or varied building treatments are required in areas where a significant amount of underground parking structure is visible. • Central greenspace and walkways must be maintained as quasi-public space without any barriers to public access. • Final stormwater management plans must be submitted to and approved by the Public Works Director. All applicable stormwater fees must be paid to the Public Works Department. • Final plans for sidewalks and improvements in and along the right-of-way must be submitted to and approved by the Community Development and Public Works Directors. Page 31 of 499 • A maintenance agreement related to sidewalks and landscaping must be executed prior to issuance of a Certificate of Occupancy. • Final utility plans must be submitted to and approved by the Public Works Director. • The applicant is responsible for obtaining all required permits, and complying with all requirements detailed in the City’s Administrative Review Committee Report and all other applicable City and State regulations. • Prior to the issuance of a Certificate of Occupancy, the Developer must submit a surety equal to 125% of the value of any improvements not yet complete. • The property owner is responsible for maintaining landscaping in accordance with approved plans. 4. The approved planned unit development, final development plan and conditional use permit shall expire one year from issuance unless the use for which the permit was granted has commenced, substantial work has been completed or upon written request by the Developer, the Council extends the expiration date for an additional period of up to one year, as required by the Zoning Ordinance, Section 547.09, Subd. 9. 5. The approved planned unit development, final development plan and conditional use permit shall remain in effect for so long as conditions regulating it are observed, and the conditional use permit shall expire if normal operation of the use has been discontinued for 12 or more months, as required by the Zoning Ordinance, Section 547.09, Subd. 10. Adopted by the City Council of the City of Richfield, Minnesota this 25th day of September, 2018 Updated legal description approved by the City Council of the City of Richfield, Minnesota, this 28th day of October, 2025. Sean Hayford Oleary, Mayor Pro Tempore ATTEST: Michelle Friedrich, City Clerk Page 32 of 499 RESOLUTIONNO. 11548 RESOLUTIONAPPROVINGAFINALDEVELOPMENTPLAN ANDCONDITIONALUSEPERMIT FORAPLANNEDUNITDEVELOPMENT WHEREAS anapplication hasbeen filedwith theCityofRichfield which requests approval ofafinal development planand conditional use permit foraplanned unit development toinclude 218apartments and72townhomes , onlandthat islegally described as; and Blocks 1-2, IVERSON’SSECOND ADDITION, Hennepin County, Minnesota; together with ThatpartofEast 64thStreet asdedicated ontheplat of, IVERSON’SSECOND ADDITION, Hennepin County, Minnesota which lieseasterly ofthesoutherly extension of thewesterly lineofBlock1saidIVERSON’SSECOND ADDITION; andwhich lieswesterly ofthesoutherly extension oftheeasterly line ofsaidBlock 1. WHEREAS, theapplicant hasrepresented theirintent topurchase allofthe properties legally described above (collectively, the “Development Area”); WHEREAS theCityunderstands thatlanduseapprovals maybenecessary to move forward with theremaining property acquisitions inthisDevelopment Area andis thereby making anaccommodation byconsidering thisapplication prior tothefinal acquisition ofallland intheDevelopment Area; and WHEREAS thePlanning Commission oftheCityofRichfield heldapublic hearing and recommended approval oftherequested final development plan and conditional use permit atitsAugust 27, 2018meeting; and WHEREAS notice ofthepublic hearing waspublished in theSun-Current and mailedtoproperties within 500feetofthesubject property onAugust 14, 2018; and WHEREAS therequested finaldevelopment planandconditional usepermit meets thoserequirements necessary forapproving aplanned unitdevelopment asspecified in Richfield’sZoning Code, Section 542.09, Subd. 3and asdetailed inCityCouncil Staff Report No.169; and WHEREAS therequest meets thoserequirements necessary forapproving a conditional usepermit asspecified inRichfield’sZoning Code, Section 547.09, Subd. 6 andasdetailed inCity Council StaffReport No. 169; and WHEREAS theCityhas fullyconsidered the request forapproval ofaplanned unit development, final development plan andconditional use permit; and NOW, THEREFORE, BEITRESOLVED bytheCityCouncil oftheCityof Richfield, Minnesota, asfollows: Page 33 of 499 WHEREAS1. TheCityCouncil adopts asitsFindings ofFactthe clauses setforth above. 2. Aplanned unit development, finaldevelopment plan and conditional usepermit are approved foramulti-family residential development asdescribed inCityCouncil Report No. 169, intheDevelopment Area. 3. The approved planned unitdevelopment, final development plan and conditional usepermit are subject tothefollowing conditions: Theapplicant mustacquire allproperties intheDevelopment Area ormust return totheCityCouncil forapproval ofanamended resolution toremove properties notacquired. Arecorded copy ofthisapproved resolution, oranapproved amended resolution, ifapplicable, mustbesubmitted totheCitypriortotheissuance of aCertificate ofOccupancy. Theproperty intheDevelopment Area must beplatted. Apreliminary plat must beapproved priortotheissuance ofabuilding permit andafinalplatis required priortotheissuance ofacertificate ofoccupancy. Approved buildings must comply with noise attenuation construction requirements oftheAirport Runway Overlay District. Staff isauthorized toapprove minor sitemodifications related tosetbacks along thenorthern boundary ofthetownhomes. Priortotheissuance ofbuilding permits, theapplicant mustenter into alease withtheCityforpocket parkimprovements andwalkways onremnant park property tothe northoftheDevelopment Area. Parkimprovements must include asign indicating thatthespace isavailable tothepublic. This approval doesnotconstitute approval ofspecific signs. Signpermits arerequired andmustbeapplied forseparately. Signsetbacks may be modified ifnecessary forvisibility, provided thatsigns donotinterfere with Public Works activities. Finallighting plans must besubmitted toandapproved bytheCommunity Development and Public WorksDirectors. Finallandscape plansthatinclude greater variation intreesize (caliper inches) mustbeapproved bytheCommunity Development Director. Additional landscaping orvaried building treatments arerequired inareas whereasignificant amount ofunderground parking structure isvisible. Central greenspace andwalkways mustbemaintained asquasi-public space without anybarriers topublic access. Final stormwater management plansmustbesubmitted toandapproved by thePublic WorksDirector. Allapplicable stormwater feesmust bepaidtothe Public Works Department. Final plans forsidewalks andimprovements inandalong theright-of-way must besubmitted toand approved bytheCommunity Development and Public WorksDirectors. Amaintenance agreement related tosidewalks andlandscaping mustbe executed priortoissuance ofaCertificate ofOccupancy. Finalutilityplans must besubmitted toand approved bythePublic Works Director. ResolutionNo. 11548 Page 34 of 499 The applicant is responsible for obtaining all required permits, and complying with all requirements detailed in the City's Administrative Review Committee Report and all other applicable City and State regulations. Prior to the issuance of a Certificate of Occupancy, the Developer must submit a surety equal to 125% of the value of any improvements not yet complete. The property owner is responsible for maintaining landscaping in accordance with approved plans. 4. The approved planned unit development, final development plan and conditional use permit shall expire one year from issuance unless the use for which the permit was granted has commenced, substantial work has been completed or upon written request by the Developer, the Council extends the expiration date for an additional period of up to one year, as required by the Zoning Ordinance, Section 547.09, Subd. 9. 5. The approved planned unit development, final development plan and conditional use permit shall remain in effect for so long as conditions regulating it are observed, and the conditional use permit shall expire if normal operation of the use has been discontinued for 12 or more months, as required by the Zoning Ordinance, Section 547.09, Subd. 10. Adopted by the City Council of the City of Richfield, Minnesota this 25th day of September, 2018 Pat Elliott, Mayor ATTEST: Eliza eth Van oose, City lerk Resolution No. 11548 Page 35 of 499 City Council Meeting 10/28/2025 Agenda Section: Consent Calendar Agenda Item: 7.d. Report Prepared By: Steve McDaniel, Budget, Cash, and Debt Manager Department Director: Karl Huemiller, Recreation Director Item for Consideration: Second reading of a transitory ordinance providing funding for certain capital improvements from the Liquor Contribution Special Revenue Fund. EXECUTIVE SUMMARY As part of the Capital Improvement Budget (CIB) and annual City Budget process, certain special revenue funds are allocated each year to fund capital projects identified through the budget process. The source of the special revenue funds are profits derived from the City’s Liquor Store operation. These profits are transferred to the Liquor Contribution Special Revenue Fund. The City Charter requires that a transitory ordinance be used to authorize the expenditure of the funds. The proposed funding for 2025, per the approved CIB budget, totals $475,000 and encompasses several park and recreation related projects. The projects are listed below. Multi-Year Community Cetner Building Repair 10,000 Multi-Year Ice Arena Repair 15,000 Parks Major Maintenance & Repair 450,000 Total $ 475,000 HISTORICAL CONTEXT At the December 10, 2024 City Council meeting, the City Council authorized $475,000 of Special Revenue Funds for improvements to several City capital improvements in 2025. Included in the $475,000 are: Multi-Year Community Cetner Building Repair 10,000 Multi-Year Ice Arena Repair 15,000 Multi-Year Donaldson Park Building Rebuild 450,000 Total $ 475,000 The 2025 CIB also provides for expenditures for all types of funds contained in the budget including municipal state aid, user fees, state grants, county funds and issuance of debt. Page 36 of 499 The first reading of the attached ordinance took place on October 14, 2025. RECOMMENDED ACTION By Motion: Approve the second reading of a transitory ordinance providing for the expenditure of funds from the Liquor Contribution Special Revenue Fund for certain capital improvements. EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS POLICIES (RESOLUTIONS, ORDINANCES, REGULATIONS, STATUTES, ETC.) City Charter Section 7.12, Subd. 2 requires that Special Revenue Funds used for capital improvements must be authorized by ordinance. CRITICAL TIMING ISSUES Under Section 3.09 of the City Charter, a transitory ordinance becomes effective 30 days after publication of the second hearing notice. The ordinance must be approved so that the capital projects can be completed on a timely basis and the funds expended. FINANCIAL IMPACT While the total 2025 CIB includes total budgeted expenditures of $32,445,854, the portion of the CIB concerning proposed funding from the Liquor Contribution Special Revenue fund is $475,000. A transitory ordinance is necessary to finalize the appropriations utilizing special revenue funds for capital projects pursuant to City Charter. The source of Special Revenue funds is municipal liquor profits. LEGAL CONSIDERATIONS The City Charter requires that a transitory ordinance be used to authorize the expenditure of Special Revenue funds on capital projects. The City Attorney has reviewed the transitory ordinance and approved of its contents and its compliance with the City Charter. ALTERNATIVE RECOMMENDATION(S) None. ATTACHMENTS 1. Transitory Ordinance for Expenditure from Liquor Contribution Special Revenue Fund (R1) Page 37 of 499 ORINDANCE NO. 2025-XX TRANSITORY ORDINANCE NO. 19-XX AN ORDINANCE PROVIDING FOR THE EXPENDITURE OF MONEY FROM THE LIQUOR CONTRIBUTION SPECIAL REVENUE FUND FOR CERTAIN CAPITAL IMPROVEMENTS CITY OF RICHFIELD DOES ORDAIN: Section 1: It is found and determined to be necessary and expedient for the City to expend money from the Liquor Contribution Special Revenue Fund for the making of capital improvements listed in Section 2 hereof, for which the City would be authorized to issue general obligation bonds. Section 2: The capital improvements and amounts of expenditures for such improvements which are authorized to be paid from the Liquor Contribution Special Revenue Fund under Section 7.12, Subdivision 2 of the City Charter, are as follows: Multi-Year Community Center Building Repair 10,000 Multi-Year Ice Arena Repair 15,000 Parks Major Maintenance & Repair 450,000 Total $ 475,000 Section 3: The expenditures authorized herein shall be made pursuant to such contracts as are authorized from time to time by Council action. Passed by the City Council of the City of Richfield this 28th day of October 2025. Sean Hayford Oleary, Mayor Pro Tempore ATTEST: Michelle Friedrich, City Clerk Page 38 of 499 City Council Meeting 10/28/2025 Agenda Section: Public Hearings Agenda Item: 9.a. Report Prepared By: Matt Hardegger, Transportation Engineer Department Director: Kristin Asher, Public Works Director Item for Consideration: I-494 Vision Project 2 - Municipal Consent Public Hearing EXECUTIVE SUMMARY The Minnesota Department of Transportation has requested municipal consent from the City of Richfield for a highway project on I-494. State statute requires cities who have been asked for municipal consent to hold a public hearing within 60 days of the request. The city must then vote on approval or disapproval of the project's layout within 90 days of the Public Hearing. Project 2 of the I-494 Corridor Vision would: • Construct an E-ZPass lane on I-494 between I-35W and 24th Avenue • Reconstruct pavement on I-35W between American Boulevard and 75th Street • Reconstruct the railroad bridge at Pleasant Avenue • Reconstruct 78th Street east of 12th Avenue • Reconstruct the I-494/Highway 77 interchange • Perform bridge deck rehabilitation on the Lyndale Avenue bridge over I-494. Other work in the project's scope outside of Richfield includes E-ZPass extension on I- 494 between West Bush Lake Road and Highway 100 and reconstruction of the I- 35W/82nd Street interchange. HISTORICAL CONTEXT MnDOT is in the process of completing the approved I-494 Corridor Vision, which was developed in consultation with the adjacent communities along the corridor through a Project Advisory Committee of local and state elected officials. The Vision was originally broken into 4 individual projects, with projects expected to be advanced as funding became available. Project 1 was given municipal consent by the Richfield City Council in February 2022 and began construction in 2023, with a bid price of approximately $377 Million. Project 1 included significant ramp reconfigurations at the I-35W/I-494 interchange and the I- 494/Penn Avenue interchange, construction of an additional E-ZPass lane between Highway 100 and I-35W, construction of a new pedestrian bridge at Chicago Avenue, and access consolidation at Nicollet Avenue/Portland Avenue/12th Avenue resulting in access removal at Nicollet and 12th and a widened full-access interchange at Portland Page 39 of 499 Avenue. This work also included partial trail construction parallel to I-494 along 78th Street, reconstruction of the Portland Avenue/77th Street intersection, and reconstruction of portions of 78th Street. Richfield's cost participation on this project was roughly $3 Million. Project 2 is a combination of the three remaining Vision projects. The project is estimated at $297 Million in the 2026-29 Draft State Transportation Improvement Program, inlcuding a $138 Million INFRA Grant from the USDOT in October 2024, and the remaining portion of a $134 Million 2018 Corridors of Commerce grant for the E- ZPass Lanes. The grant funding, along with other MnDOT funds, are expected to cover nearly all the costs of the project. MnDOT requested municipal consent from the city on Friday, August 29th, 2025. This triggered the 60-day timeline for the city to hold a Public Hearing. RECOMMENDED ACTION Conduct a Public Hearing on MnDOT's request for municipal consent for Project 2 of the I-494 Corridor Vision. EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS Full Vision Equity: The full buildout is expected to reduce congestion in south Richfield, decrease traffic along Nicollet Avenue and 12th Avenue, calm traffic on 78th Street between Chicago Avenue and 12th Avenue by removing through access to Portland Avenue, create improved pedestrian facilities on reconstructed freeway bridges for Nicollet Avenue, Portland Avenue, and 12th Avenue, and created a new pedestrian connection over I-494 at Chicago Avenue. The project, taken as a whole, is expected to improve both motorized and non-motorized transportation options in the city, which should result in reduced transportation-related delay and transportation-related costs. Strategic Goals: The full Vision partially supports City infrastructure supports service needs and Climate resilience is a priority goals with the construction of the new non- motorized bridge over I-494 at Chicago Avenue, new ped/bike facilities along 78th Street and across I-494, reduced traffic on 12th Avenue, and the city not taking ownership of any of the reconstructed or new bridges over I-494. This new infrastructure does require additional maintenance, which may not support the service needs goal. The expanded freeway is expected to generate more traffic, which will increase greenhouse gas emissions in the corridor in the short term, which would not support the climate resilience goal. Project 2 Equity: Project 2, taken alone, is expected to increase tailpipe emissions and tire-wear particulate matter, worsening air quality in the short term in the two historically disadvantaged Census tracts of the city. While MnDOT does expect that technological innovations will drastically reduce particulate matter along freeways by 2050, these reductions would not be due to the construction project. There is expected to be a short term reduction in travel times through the I-494 corridor as a result of the project, which may lead to less time delay for residents traveling along the corridor. Strategic Goals: Project 2 supports City infrastructure supports service needs and Page 40 of 499 sustainable infrastructure financing. The project does not require significant city cost participation, and is expected to reduce congestion in the short term on roads in Richfield. Project 2 does not support Climate resilience is a priority, since an expanded I-494 is expected to attract more vehicles, which will create more greenhouse gas emissions in the short term. Additionally, Project 2 (and the full Vision) do not address stormwater capacity and flooding concerns in southeast Richfield, which would require upsizing of pipes within the I-494 corridor to meaningfully address. POLICIES (RESOLUTIONS, ORDINANCES, REGULATIONS, STATUTES, ETC.) • The Municipal Consent process is defined in Minnesota Statutes, sections 161.162 to 161.167. • The City Council created the Regional Project Evaluation Framework in 2023 to evaluate the impacts of projects like this on the community, and it will be used to evaluate Project 2. CRITICAL TIMING ISSUES A Public Hearing must be held at the October 28th City Council meeting to comply with Minnesota Statutes, section 161.164. FINANCIAL IMPACT • Richfield's expected cost participation in Project 2 is approximately $9,000. • Additional costs may be incurred to construct elective items, such as local utility improvements or local lighting features. LEGAL CONSIDERATIONS Legal notice of the Public Hearing was published in the Sun Current newspaper on September 25th, 2025 and October 23rd, 2025. ALTERNATIVE RECOMMENDATION(S) None, holding the Public Hearing is a statutory requirement. ATTACHMENTS 1. MnDOT Presentation Slides 2. MnDOT Summary Memo - Emissions and Noise Analysis 3. MnDOT I-494 Project 2 Proposed Layout Page 41 of 499 I-494 Corridor Vision Municipal Consent Request Andrew Lutaya, P.E. Project Manager mndot.gov Page 42 of 499 I-494 Corridor Vision Agenda 1.Request for Municipal Consent 2.I-494 Corridor vision a)I-494 Phase II – Scope 3.I-494 Phase II – Local cost participation 4.I-494 Phase II – Construction Staging & Management of Traffic Page 43 of 499 Municipal Consent •MN Statutes 161.162 to 161.167 •Altered access •Increased or reduced traffic capacity •Required acquisition of permanent right of way •Opportunity for municipalities to comment and approve of the project layout (MN Statute 161.164) •Requested from Richfield because of: •Increased or reduced traffic capacity – EZ-Pass Lanes Page 44 of 499 Defined Corridor Vision E-ZPass from Hwy 169 to 24th Ave I-494/I-35W interchange Access changes at Nicollet, Portland and 12th 77th St Underpass Page 45 of 499 Project Scope •Construct E-ZPass lanes from Th 169 to Hwy 100 & I-35W to TH 77 •Reconstruct existing mainline lanes on I-494 and on I-35W •Reconstruct Th 77 bridges over I-494 •Reconstruct 82nd St bridge over I-35W •Reconstruct CPCK RR bridge over I-494 •Joint repair of the existing 84-inch trunkline from Lyndale Ave to 34th Ave. •Multi-model i.e. Bike, Ped & ADA improvements I-494 - Phase II Frontage Roads E of 12th Ave EZ-PASS expansion & mainline reconstruct 82nd St bridge braid Hwy 77 bridge reconstruct 82nd St bridge reconstruct I-35W Mainline reconstruct France Ave Signal Replacement Xerxes Ave Bridge rehab E Bush Lake Rd Bridge rehabW Bush Lake Rd Bridge Rehab Lyndale Ave Bridge rehab EZ-Pass ExpansionCenter median I-494 over Th 100 Bridge rehab Page 46 of 499 I-494 - Phase II City of Richfield Local cost participation •Street lighting along N Frontage Rd - $7k •Contingency & engineering - $2K •Total estimate local share for project 2 is $9K Page 47 of 499 I-494 - Phase II Proposed MOT & Staging •4-year construction •Maintain 3 lanes in each direction on both I-35W & I-494 •2027 – Focus on utility relocations & temporary widening •2028 & 2030 – Major mainline impacts Page 48 of 499 I-494 - Phase II Traffic Management Plan The following areas that were not in the Phase 1 area, to be included for Phase II monitoring •South Loop District •MSP Airport •I-35W and 94th and 98th Interchanges •98th Street/EOSR Corridor •Diagonal Blvd (Lyndale to TH 77) Page 49 of 499 Thank you again! Andrew Lutaya Andrew.Lutaya@state.mn.us 651-234-7563 Page 50 of 499 1 1. Highway Noise Analysis Traffic noise impact is defined as a future (2050) Build noise level that approaches or exceeds the Federal Highway Administration (FHWA) Noise Abatement Criteria (NAC) or a future noise level that creates a substantial noise increase of 5 dBA or more, over existing noise levels. Noise barrier construction decisions are based on a study of feasibility and reasonableness. Feasibility – includes both Acoustic Feasibility (Noise Reduction) and Engineering Feasibility (Constructability) Reasonableness - There are three reasonableness factors or "tests" that must be met for a noise abatement measure to be considered reasonable. 1. Noise Reduction Design Goal - receptor is considered "benefited" if it receives a minimum noise reduction of 5 dBA (see Acoustic Feasibility (Noise Reduction), "reasonableness" criteria requires a noise reduction design goal of at least 7 dBA for at least one benefited receptor at each proposed noise wall 2. Cost Effectiveness – Based on maximum barrier height of 20 ft and cost of $78,500 per benefited receptors. The cost effectiveness threshold of $78,500 per benefited receptor is based on an estimated noise wall construction cost of $36 per square foot (ft2). 3. Viewpoint of Benefited Residents and Owners – Benefited receptors get to vote for the noisewall. The owners of the property get two votes, the resident 1 vote for a total of 3 votes per dwelling unit. Noise Sensitive Area X – City of Richfield. NSA X is located northwest of the I-494 and I-35W interchange, surrounding the intersection of West 76th Street and Knox Avenue. Land uses in NSA X include residential uses and retail facilities. Noise Barrier X-1 was modeled attempting to shield impacted receptors on the east side of Fountainhead Apartments. Wall didn’t meet the MnDOT noise reduction design goal of at least 7 dBA for at least one benefited receptor. This wall will not be proposed. The estimated cost for this wall was $916,632. Noise Barrier X-2 was modeled attempting to shield the impacted receptors on the north side of Fountainhead Apartments. Wall didn’t meet the MnDOT noise reduction design goal of at least 7 dBA for at least one benefited receptor. This wall will not be proposed. The estimated cost for this wall was $299,700. Noise Barrier X-3 was analyzed for three of the impacted homes along the north side of West 76th Street between Logan Avenue and Morgan Avenue. Construction of a noise wall at this location is not feasible due to the need to maintain residential driveway access to West 76th Street. This wall will not be proposed. Page 51 of 499 2 2. Air Quality Analysis Only roadway links located within Hennepin, Ramsey, Anoka, Scott, Carver and Dakota counties that meet the screening criteria above are included in the analysis In accordance with EPA and FHWA guidance, the area of influence was identified based on the following criteria when comparing the No Build Alternative and the Phase 2 Construction Project: • ± 5 percent or more in annual average daily traffic (AADT) on congested highway links of level of service (LOS) D or worse; • ± 10 percent or more in AADT on uncongested highway links of LOS C or better; • ± 10 percent or more in travel time This quantitative Criteria Air Pollutant (CAP) and Mobile Source Air Toxics (MSAT) analysis uses the EPA’s Motor Vehicle Emission Simulator version 5 (MOVES5) tool. The Met Council’s 2050 model accounts for all “regionally significant” projects with reasonably available funding. These projects also must be identified in the 2050 TPP. Below is a link to the 2050 TPP interactive map. That map shows all the projects included in the 2050 regional model. It includes TH 252 and TH 13. Transportation Policy Plan - Metropolitan Council There was a data error discovered on the results shared at the council workshop. The error was on how aggregate data was reported (i.e. Daily vs Annual); the MOVES model already reports results as annualized numbers, yet the input date is based on daily inputs. So, the compounding error was Page 52 of 499 3 multiplying the output results by 365. The % comparison between No Build vs Build doesn’t change but the magnitude/pounds of emissions are much less. The MOVES model is a regional model, that reports data on a nationwide, statewide or county wide level. Input data like vehicle fleet distributions, vehicle age distributions, travel speeds, etc., are collected at a county wide level. There isn’t an accurate way to narrow down the results to a specific city/community; the roadways considered in the model run are only those showing a % change in volume or speeds, per federal guidelines. Air Quality Analysis Results Similar to the initial reported data, the mixed results are still true, some air quality pollutants show minor decrease, some show no change, and others show minor increase. Accordingly, and consistent with Hennepin County’s current attainment status, the projected contribution of criteria air pollutants under the Build Alternative is not anticipated to cause any National Ambient Air Quality Standards (NAAQS) exceedances. Greenhouse Gas (GHG) Emissions Analysis Based on the data error discovered, the revised operations analysis results are tabled below. It’s worth mentioning; to date, the state has not defined what an acceptable magnitude of impact to GHG is, so at the moment, we can only report on the results of the analysis but no mitigation is expected to be done. Table 1. Operational Analysis Results Operational Emissions (Base Year and Design Year) CO2e, Metric Tons Per Year Baseline (2018) 261.5 Million 716,402 No Build Alternative (2050) 126.0 Million 345,082 Build Alternative (2050) 127.5 Million 349,332 Difference Build vs No-Build Alternatives 1.5 Million 4,250 (1.2% change) Cumulative Difference over project lifetime (20 years) CO2e, Metric Tons (total) 31.0 Million 84,998 In summary the results presented on air quality and greenhouse gas emissions report on the I-494 project’s influence on the metro area region i.e. 2018 conditions (Existing), 2050 projections with just Page 53 of 499 4 Project 1 (referred to as 2050 no build) vs projects 1+2 (referred to as 2050 build). The margins are narrow to conclusively state whether the project impacts are positive or negative to warrant mitigation. 3. Winners Gas Station Through the Right of Way acquisition process, the state settled with the owner of the Winner’s gas station. Initial concepts for this area showed the gas station losing all access to Portland Ave and therefore a total take for the business was considered. However, the property owner chose to retain operations and indicated that a smaller gas delivery truck would work for them. Compensations for impacts to the owner’s business were agreed to by both parties and were concluded. Page 54 of 499 Page 55 of 499 City Council Meeting 10/28/2025 Agenda Section: Proposed Ordinances Agenda Item: 10.a. Report Prepared By: Courtney DesCamps, Senior Analyst Department Director: Katie Rodriguez, City Manager Item for Consideration: Consider second reading of an ordinance imposing a tax on lodging and repealing and replacing in its entirety Chapter 14 of the Richfield Code of Ordinances. EXECUTIVE SUMMARY The proposed ordinance repeals and replaces Chapter XIV of the Richfield City Code related to the lodging tax. The purpose of this action is to align the City’s ordinance with current state law and authorize the Minnesota Department of Revenue to administer and collect the City’s local lodging tax on the City’s behalf, beginning January 1, 2026. Under Minnesota Statutes, Section 469.190, the City is authorized to impose a tax of up to three percent. The proposed ordinance maintains the existing three percent rate and updates definitions and administrative provisions to align with state sales and use tax laws. Transferring collection authority to the State will streamline administration, enhance compliance, and reduce the administrative burden on both local lodging operators and City staff. This ordinance complements the City Council’s recent adoption of the short-term rental licensing ordinance on September 23, 2025, which requires all short-term rental operators, both owner-occupied and non-owner-occupied, to obtain a City license. Together, these actions establish a clear regulatory and taxation framework for all lodging activities in Richfield. Current short-term rental owners will be notified of the new licensing process and the transition to state-administered lodging tax collection. Lodging tax revenues will continue to support tourism and marketing initiatives through the City’s designated tourism bureau, the Richfield Tourism and Promotion Board (Visit Richfield), in accordance with state statute. The first reading of this ordinance was approved by the City Council on October 14. HISTORICAL CONTEXT In 1990, the City of Richfield imposed a three percent lodging tax on hotels and similar establishments to support tourism and marketing efforts. Historically, the City collected this tax directly from operators. With the growth of short-term rentals and recent state authorization for centralized administration, the City is now transitioning lodging tax collection to the Minnesota Department of Revenue to ensure consistency and compliance across all lodging types. Page 56 of 499 RECOMMENDED ACTION By motion: Approve second reading of an ordinance imposing a tax on lodging and repealing and replacing in its entirety Chapter 14 of the Richfield Code of Ordinances. EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS Transferring lodging tax collection to the state ensures fair and consistent administration across all lodging types, including newly licensed short-term rentals. This change promotes equity among operators, reduces administrative burden, and supports the City’s goals of efficient and transparent governance. POLICIES (RESOLUTIONS, ORDINANCES, REGULATIONS, STATUTES, ETC.) Minnesota Statutes, Section 469.190, authorizes cities to impose and delegate collection of a local lodging tax. The proposed ordinance repeals and replaces Chapter XIV of the Richfield City Code to align with this statute. The action also complements the City’s recently adopted Short-Term Rental Licensing Ordinance (adopted September 23, 2025). CRITICAL TIMING ISSUES State collection of the City’s lodging tax will begin January 2026. To align with this transition, the City must adopt the updated ordinance this fall. Short-term rental license applications are due by November 14, 2025, to ensure compliance before the state assumes tax collection. FINANCIAL IMPACT The City’s three percent lodging tax rate will remain unchanged. Lodging tax revenues will continue to support tourism and marketing through the City’s designated tourism bureau. Transitioning tax collection to the state should improve compliance, thereby increasing revenue, and streamline administration. Per the City's agreement with the Richfield Tourism and Promotion Board (RTPB), 95% of the lodging tax is remitted to the tourism board to promote the City as a destination for visitors. LEGAL CONSIDERATIONS The ordinance is authorized under Minnesota Statutes, Section 469.190, which permits cities to impose a local lodging tax of up to three percent and to delegate collection to the Minnesota Department of Revenue. The repeal and replacement of Chapter XIV ensures consistency with state law and establishes clear authority for the State to collect the tax on the City’s behalf. ALTERNATIVE RECOMMENDATION(S) None. ATTACHMENTS 1. 2025-XX Proposed Lodging Tax Ordinance 2. 2025-10-28 Resolution XXXXX Lodging Summary Publication Page 57 of 499 1 RC160\9\1051734.v3 BILL NO. XXXX-XX AN ORDINANCE IMPOSING A TAX ON LODGING AND REPEALING AND REPLACING IN ITS ENTIRETY CHAPTER XIV OF THE RICHFIELD CODE OF ORDINANCES THE CITY OF RICHFIELD DOES ORDAIN: Section 1. Chapter XIV of the Richfield Code of Ordinances is repealed in its entirety. Section 2. A new Chapter XIV is adopted as follows: CHAPTER XIV - LODGING SECTION 1400. – TAX IMPOSED UPON LODGING 1400.01 – Authority. In accordance with Minnesota Statutes, section 469.190 the City of Richfield, Minnesota is authorized to impose a tax of up to three percent (3%) on gross receipts from the furnishing for consideration of lodging at a hotel, motel, rooming house, tourist court, or resort, other than the renting or leasing of it for a continuous period of 30 days or more. 1400.02 – Definitions. Subdivision 1. The following words, terms, and phrases have the meanings given to them in this chapter unless the language or context clearly indicates a different meaning is intended. Minnesota Statutes, section 270C.171, is incorporated for definitions in this chapter. In any potential conflict between the statute and this chapter, the statute shall take precedence. Subd. 2. Commissioner. “Commissioner” means the commissioner of revenue of the state of Minnesota or a person to whom the commissioner has delegated functions. Subd. 3. City. “City” means the City of Richfield, Minnesota. Subd. 4. Lodging and related services. “Lodging and related services” means lodging and related services by a hotel, rooming house, resort, campground, vacation rental, motel, or trailer camp, including furnishing the guest of the facility with access to telecommunication services, and the granting of any similar license to use real property in a specific facility, other than the renting or leasing of it for a continuous period of 30 Page 58 of 499 2 days or more under an enforceable written agreement that may not be terminated without prior notice. Subd. 4a. Accommodations intermediary. “Accommodations intermediary” means any person or entity, other than an accommodation’s provider, that facilitates the sale of lodging as defined in subdivision 4, and that charges a room charge to a customer. The term “facilitates the sale” includes brokering, coordinating, or in any way arranging for the purchase of or the right to use accommodations by a customer. Subd. 4b. Accommodations provider. “Accommodations provider” means any person or entity that furnishes lodging and related services, as defined in subdivision 4, to the general public for compensation. The term “furnishes” includes the sale of use or possession, or the sale of the right to use or possess. Subd. 5. State sales and use tax laws and rules. “State sales and use tax laws and rules” means those provisions of the state revenue laws applicable to state sales and use tax imposition, administration, collection, and enforcement, including Minnesota Statutes, chapters 270C, 289A, 297A, 469A, and Minnesota Rules, chapter 8130, as amended from time to time. 1400.03 - Local Lodging Tax Imposed; Amount of Tax; Coordination with State Sales and Use Tax Laws and Rules. A local lodging tax is imposed in the amount of three percent (3%) on the gross receipts from sales of lodging and related services, as defined in subsection 1400.02, subdivision 4, sourced within City limits which are taxable under the state sales and use tax laws and rules. All of the provisions of the state sales and use tax laws and rules apply to the local sales and use tax imposed by this chapter. The local lodging tax imposed by this chapter shall be collected and remitted to the Commissioner by the accommodation’s provider on any sale when the state sales tax must be collected and remitted to the Commissioner under the state sales and use tax laws and rules and is in addition to the state sales and use tax. 1400.04 - Advertising no tax. It shall be unlawful for any accommodations intermediary or accommodations provider to advertise or hold out or state to the public or any customer, directly or indirectly, that the tax or any part thereof will be assumed or absorbed by the accommodations intermediary or accommodations provider, or that it will not be added to the rent or that, if added, it or any part thereof will be refunded. Page 59 of 499 3 1400.05 - Use of proceeds. All of the revenues, interest, and penalties derived from the lodging tax imposed by this chapter collected by the Commissioner and remitted to the City shall be deposited by the City Finance Director in the City treasury and shall be credited to the fund established to pay the costs of collecting the lodging tax imposed by this chapter and to fund a local convention or tourism bureau. Section - 1400.06 - Agreement with the Commissioner. The City may enter into an agreement with the Commissioner regarding each party’s respective roles and responsibilities related to the imposition, administration, collection, enforcement, and termination of the lodging tax imposed by this chapter. Any such agreement shall not abrogate, alter, or otherwise conflict with the state sales and use tax laws and rules, this chapter, or Minnesota Statutes Section 469.190. Section 3. Severability. Every section, provision and part of this ordinance is declared severable from every other section, provision and part thereof. If any section, provision or part of this ordinance is held to be invalid by a court of competent jurisdiction, such judgment shall not invalidate any other section, provision or part of this ordinance. Section 4. Effective Date. This ordinance will be effective in accordance with Section 3.09 of the City Charter, and the tax imposed hereunder shall commence on 1st day of January, 2026. Adopted by the City of Richfield, Minnesota, this 28th day of October 2025. ________________________________ Sean Hayford Oleary, Mayor Pro Tempore ATTEST: __________________________ Michelle Friedrich, City Clerk Page 60 of 499 CITY OF RICHFIELD RESOLUTION NO. XXXXX RESOLUTION APPROVING SUMMARY PUBLICATION OF AN ORDINANCE IMPOSING A TAX ON LODGING AND REPEALING AND REPLACING IN ITS ENTIRETYCHAPTER XIV OF THE RICHFIELD CODE OF ORDINANCES WHEREAS, the City has adopted the above-referenced amendment of the Richfield City Code; and WHEREAS, the verbatim text of the amendment is cumbersome, and the expense of publication of the complete text is not justified. NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Richfield that the following summary is hereby approved for official publication: SUMMARY PUBLICATION BILL NO. 2025-XX AN ORDINANCE IMPOSING A TAX ON LODGING AND REPEALING AND REPLACING IN ITS ENTIRETY CHAPTER XIV OF THE RICHFIELD CODE OF ORDINANCES This summary of the ordinance is published pursuant to Section 3.12 of the Richfield City Charter. This ordinance repeals and replaces City Code Chapter XIV to include a new section 1400 relating to imposing a tax on lodging. Copies of the ordinance are available for public inspection in the City Clerk’s office during normal business hours or upon request by calling the City Clerk’s office at 612-861-9739. Adopted by the City Council of the City of Richfield, Minnesota this 28th day of October, 2025. Sean Hayford Oleary, Mayor Pro Tempore ATTEST: Michelle Friedrich, City Clerk Page 61 of 499 City Council Meeting 10/28/2025 Agenda Section: Resolutions Agenda Item: 11.a. Report Prepared By: Steve McDaniel, Budget, Cash, and Debt Manager Department Director: Mary Bogie, Interim Finance Director Item for Consideration: Consider a resolution providing for the sale of $6,160,000 General Obligation Sales Tax Revenue Bonds, Series 2025A. EXECUTIVE SUMMARY The Series 2025A bonds will finance the improvements to the Wood Lake Nature Center building project and the Veterans Park Complex project. HISTORICAL CONTEXT In the General Election of November 5, 2024, Richfield voters approved the issuance of a local sales tax to fund three parks and recreation capital improvement projects: a new building at Wood Lake Nature Center, improvements to the facilities of Veterans Park Complex, and a new Richfield Community Center building. The the first issuance of general obligation bonds in the amount of $10,000,000 took place in December 2024. The December 2024 general obligation bonds were intended to only be used for the Wood Lake Nature Center building project. The general obligation bonds to be sold in November 2025 will contribute an additional $1,000,000 in funding towards the Wood Lake Nature Center building project and $5,000,0000 in funding towards the Veterans Park Complex project. The remaining $160,000 is related to financial costs of issuing the bonds. RECOMMENDED ACTION By Motion: Approve the attached resolution providing for the sale of $6,160,000 General Obligation Sales Tax Revenue Bonds, Series 2025A. EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS POLICIES (RESOLUTIONS, ORDINANCES, REGULATIONS, STATUTES, ETC.) Issuance of the G.O. Sales Tax Revenue Bonds of 2025A is supported by Minnesota Statutes, Chapter 475 (General Bonding Authority) and Minnesota Session Laws 2023, Regular Session; Chapter 64-HF No. 1938; Article 10, Section 44. CRITICAL TIMING ISSUES The Wood Lake Nature Center building project planning has been taking place for the last four years and construction commenced in 2025. The proposed $1,000,000 General Obligation Sales Tax Bonds will allow the construction schedule to stay on track for 2025 and will take advantage of lower interest rates on the debt. Page 62 of 499 Staff and the contracted architectural firm, JLG Architects, are moving through the final design and engineering phases for the Veterans Park Complex project. The proposed $5,000,000 General Obligation Sales Tax Bonds will allow the construction schedule to stay on track for 2025 and will take advantage of lower interest rates on the debt. FINANCIAL IMPACT The estimated total cost of the Wood Lake Nature Center building project is $26,000,000. Funding for the project is to be provided by General Obligation Sales Tax Bonds, Federal grants, and State of Minnesota bond funding. The estimated total cost of the Veterans Park Complex project is $9,000,000. Funding for the project is to be provided by General Obligation Sales Tax Bonds. The debt service on the $6,160,000 bonds will be provided from local sales tax revenues as approved by the referendum on November 5, 2024. First receipt of those sales tax revenues occurred in the 2nd quarter of 2025. The bonds are being issued for a term of 6 years. The bonds are being issued for a 6-year period with the first interest payment on the bonds due in August 2026. Principal payments will begin February 1, 2027. LEGAL CONSIDERATIONS Legal Counsel has reviewed the Pre-Sale report and the attached resolution. ALTERNATIVE RECOMMENDATION(S) None. ATTACHMENTS 1. Pre-Sale Report 2025A 2. Resolution calling for sale of $6,160,000 G.O. Sales Tax Revenue Bonds 2025A Page 63 of 499 Page 64 of 499 ▪ ▪ Page 65 of 499 Page 66 of 499 Page 67 of 499 • • Page 68 of 499 Page 69 of 499 City of Richfield, Minnesota $6,160,000 General Obligation Sales Tax Bonds, Series 2025 Assumes Current Market BQ AA+ Rates plus 50bps 5 Years Sources & Uses Dated 12/18/2025 | Delivered 12/18/2025 Sources Of Funds Par Amount of Bonds $6,160,000.00 Total Sources $6,160,000.00 Uses Of Funds Total Underwriter's Discount (1.200%)73,920.00 Costs of Issuance 84,000.00 Deposit to Project Construction Fund 6,000,000.00 Rounding 2,080.00 Total Uses $6,160,000.00 Series 2025A GO Sales Tax | SINGLE PURPOSE | 10/20/2025 | 1:51 PM Page 70 of 499 City of Richfield, Minnesota $6,160,000 General Obligation Sales Tax Bonds, Series 2025 Assumes Current Market BQ AA+ Rates plus 50bps 5 Years Debt Service Schedule Date Principal Coupon Interest Total P+I Fiscal Total 12/18/2025 ----- 08/01/2026 --111,860.83 111,860.83 - 02/01/2027 1,175,000.00 2.950%90,291.25 1,265,291.25 1,377,152.08 08/01/2027 --72,960.00 72,960.00 - 02/01/2028 735,000.00 2.900%72,960.00 807,960.00 880,920.00 08/01/2028 --62,302.50 62,302.50 - 02/01/2029 760,000.00 2.900%62,302.50 822,302.50 884,605.00 08/01/2029 --51,282.50 51,282.50 - 02/01/2030 780,000.00 2.900%51,282.50 831,282.50 882,565.00 08/01/2030 --39,972.50 39,972.50 - 02/01/2031 2,710,000.00 2.950%39,972.50 2,749,972.50 2,789,945.00 Total $6,160,000.00 -$655,187.08 $6,815,187.08 - Yield Statistics Bond Year Dollars $22,330.78 Average Life 3.625 Years Average Coupon 2.9340092% Net Interest Cost (NIC)3.2650322% True Interest Cost (TIC)3.2904402% Bond Yield for Arbitrage Purposes 2.9328686% All Inclusive Cost (AIC)3.7040695% IRS Form 8038 Net Interest Cost 2.9340092% Weighted Average Maturity 3.625 Years Series 2025A GO Sales Tax | SINGLE PURPOSE | 10/20/2025 | 1:51 PM Page 71 of 499 EXTRACT OF MINUTES OF MEETING OF THE CITY COUNCIL OF THE CITY OF RICHFIELD HENNEPIN COUNTY, MINNESOTA Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Richfield, Minnesota, was duly held in the City Hall in said City on October 28, 2025, commencing at 7:00 o’clock p.m. The following members were present: and the following were absent: Member _____________________ introduced the following resolution and moved its adoption: Page 72 of 499 2 RESOLUTION NO. _________ RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF GENERAL OBLIGATION SALES TAX BONDS, SERIES 2025A, IN THE MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF $6,160,000; AND TAKING OTHER ACTIONS WITH RESPECT THERETO BE IT RESOLVED By the City Council (“Council”) of the City of Richfield, Minnesota (the “City”), as follows: 1. Background; Authorization. (a) The City is authorized, pursuant to Laws of Minnesota 2023, Chapter 64, Article 10, Section 44 (the “Special Law”) and Minnesota Statutes, Chapter 475, as amended (the “Act”), to finance the construction of certain regional projects through the issuance of general obligation bonds. (b) The Special Law provides, in part, that general obligation bonds may be issued to finance the construction of certain regional projects in the City, including the Wood Lake Nature Center (the “Wood Lake Project”) in the principal amount not to exceed $11,000,000, and the Veterans Park Complex (the “Veterans Park Project”) in the principal amount not to exceed $9,000,000, plus associated bonding costs, and that the bonds for the Wood Lake Project and the Veterans Park Project may be paid from or secured by any funds available to the City, including a sales and use tax. The Wood Lake Project and the Veterans Park Project are collectively referred to as the “Projects.” (c) In a November 5, 2024 special election, a majority of City voters approved a ballot question relating to the imposition of a sales and use tax of one-half of one percent (0.50%) (the “Sales and Use Tax”) for twenty (20) years after first being imposed or when the Council determines that the amount received from the Sales and Use Tax is sufficient to pay for the costs of the Projects and another project authorized by the Special Law, whichever comes first. The Council has approved an ordinance imposing the Sales and Use Tax. (d) On December 30, 2024, the City issued its General Obligation Sales Tax Bonds, Series 2024A, the original aggregate principal amount of $10,000,000, to finance the Wood Lake Project, leaving a remaining unused bonding authority of $1,000,000 for that project. (e) The Council hereby finds and determines that it is necessary and expedient to the sound financial management of the affairs of the City to authorize the issuance of its General Obligation Sales Tax Bonds, Series 2025A (the “Bonds”), in the aggregate principal amount not to exceed $6,160,000, pursuant to the Special Law and the Act, to finance a portion of the Projects, and related financing costs. 2. Sale of Bonds. The City has retained Ehlers and Associates, Inc. (the “Municipal Advisor”), to serve as the City’s independent municipal advisor with respect to the offer and sale of the Bonds and, therefore, is authorized by Section 475.60, subdivision 2(9), of the Act to sell the Bonds other than pursuant to a competitive sale. Page 73 of 499 3 3. Authority of Municipal Advisor. The Municipal Advisor is authorized and directed to assist the City in the preparation and dissemination of a Preliminary Official Statement to be distributed to potential purchasers of the Bonds and to open, read, and tabulate the proposals for the purchase of the Bonds for presentation to the Council. The Municipal Advisor is further authorized and directed to assist the City in the award and sale of the Bonds on behalf of the City after receipt of written proposals and to assist the City in the preparation and dissemination of a final Official Statement with respect to the Bonds. 4. Acceptance of Proposal. The Council shall meet at the time specified in the Preliminary Official Statement or at such other time designated by the Council to receive and consider proposals for the purchase of the Bonds and take any other appropriate action with respect to the Bonds. 5. Authority of Bond Counsel. The law firm of Kennedy & Graven, Chartered, is authorized to act as bond counsel for the City (“Bond Counsel”), and to assist in the preparation and review of necessary documents, certificates, and instruments related to the Bonds. The officers, employees, and agents of the City are hereby authorized to assist Bond Counsel in the preparation of such documents, certificates, and instruments. 6. Reimbursement from Bond Proceeds. The City may incur certain expenditures that may be financed temporarily from sources other than the Bonds and reimbursed from the proceeds of the Bonds. Treasury Regulation § 1.150-2 (the “Reimbursement Regulations”) provides that proceeds of tax-exempt bonds allocated to reimburse expenditures originally paid from a source other than the tax-exempt bonds will not be deemed expended unless certain requirements are met. In order to preserve its ability to reimburse certain costs from proceeds of the Bonds in accordance with the Reimbursement Regulations, the City hereby makes its declaration of official intent (the “Declaration”) described below to reimburse certain costs (a) Declaration of Intent. The City proposes to issue the Bonds to finance the costs of the Projects. The City may reimburse original expenditures made for certain costs of the Projects from the proceeds of the Bonds in an estimated maximum principal amount of $6,160,000. All reimbursed expenditures will be capital expenditures, costs of issuance of the Bonds, or other expenditures eligible for reimbursement under Section 1.150-2(d)(3) of the Reimbursement Regulations. (b) Declaration Made Not Later Than 60 Days. This Declaration has been made not later than sixty (60) days after payment of any original expenditure to be subject to a reimbursement allocation with respect to the proceeds of the Bonds, except for the following expenditures: (a) costs of issuance of the Bonds; (b) costs in an amount not in excess of $100,000 or five percent (5%) of the proceeds of the Bonds; or (c) “preliminary expenditures” up to an amount not in excess of twenty (20) percent of the aggregate issue price of the Bonds that finance or are reasonably expected by the City to finance the Projects for which the preliminary expenditures were incurred. The term “preliminary expenditures” includes architectural, engineering, surveying, bond issuance, and similar costs that are incurred prior to commencement of acquisition, construction, or rehabilitation of the Projects, other than land acquisition, site preparation, and similar costs incident to commencement of construction. Page 74 of 499 4 (c) Reasonable Expectations; Official Intent. This Declaration is an expression of the reasonable expectations of the City based on the facts and circumstances known to the City as of the date hereof. The anticipated original expenditures for the Projects and the principal amount of the Bonds described in Section 6(a), above, are consistent with the City’s budgetary and financial circumstances. No sources other than proceeds of the Bonds to be issued by the City are, or are reasonably expected to be, reserved, allocated on a long-term basis, or otherwise set aside pursuant to the City’s budget or financial policies to pay such original expenditures. This Resolution is intended to constitute a declaration of official intent for purposes of the Reimbursement Regulations. The motion for the adoption of the foregoing resolution was duly seconded by Member __________________, and upon vote being taken thereon, the following voted in favor of the motion: and the following voted against: whereupon the resolution was declared duly passed and adopted. Page 75 of 499 5 STATE OF MINNESOTA ) ) COUNTY OF HENNEPIN ) ss. ) CITY OF RICHFIELD ) I, the undersigned, being the duly qualified City Clerk of City of Richfield, Hennepin County, Minnesota (the “City”), do hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular meeting of the City Council of the City held on October 28, 2025, with the original minutes on file in my office, and the extract is a full, true, and correct copy of the minutes insofar as they relate to they relate to authorizing the issuance of the City’s General Obligation Sales Tax Bonds, Series 2025A, in the maximum aggregate principal amount of $6,160,000. WITNESS My hand officially as such City Clerk this _____ day of October, 2025. Clerk of the City City of Richfield, Hennepin County, Minnesota Page 76 of 499 City Council Meeting 10/28/2025 Agenda Section: Other Business Agenda Item: 12.a. Report Prepared By: Mark McKinley, Administrative Assistant Department Director: Katie Rodriguez, City Manager Item for Consideration: Consider appointment of youth commissioners to City advisory board/commissions. EXECUTIVE SUMMARY City advisory commission terms for youth members are for one year and terms expire on August 31, 2026. The City Manager’s office offers an ongoing recruitment window for vacant youth commissioner seats and includes information on the City’s website, Facebook page, and communication with the local high schools. Applications received were forwarded to Council for review. HISTORICAL CONTEXT RECOMMENDED ACTION By motion: Approve the appointment of the following youth commissioners: • Mohamed Noor to the Sustainability Commission • Juwan Núñez to the Human Rights Commission EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS Youth commissioners bring lived experiences and perspectives that are often missing in decision making. Appointing youth commissioners ensures policies and programs are shaped by those directly impacted. POLICIES (RESOLUTIONS, ORDINANCES, REGULATIONS, STATUTES, ETC.) City advisory commissions were established by City ordinance or resolution. CRITICAL TIMING ISSUES Terms of City advisory commission youth members expire on August 31, 2026. FINANCIAL IMPACT LEGAL CONSIDERATIONS Page 77 of 499 ALTERNATIVE RECOMMENDATION(S) The City Council may choose to defer the appointments to a future City Council meeting; however, this would leave vacancies on the board/commissions. ATTACHMENTS None Page 78 of 499 City Council Meeting 10/28/2025 Agenda Section: Other Business Agenda Item: 12.b. Report Prepared By: John Evans, Analyst Department Director: Kris Weiby, Facilities Manager Item for Consideration: Consider approval of agreements with the contractors listed within for the renovation of the Richfield Pool, a sub-project of the Veterans Park Improvement Project, totaling $2,244,724.40. EXECUTIVE SUMMARY Bids were solicited for the Richfield Pool Renovation, a sub-project of the Veterans Park Improvement Project, and competitive bids were opened on September 25, 2025. Bids were received for each specific specialized area of work for the project and the lowest responsible bids were chosen. In total, the project will involve 17 agreements for a total project cost of $3,301,789 (only these six agreements exceed $175,000 and require Council approval). Aqua Logic, Inc. Replaster main pool liner $798,000.00 Fischer Bros LLC. Restore water slide. Install pool zip line $304,450.00 Webber Recreational Design, Inc. Install Pool Play Structure $297,387.40 Davis Mechanical Systems Mechanical (heating/ducting) $275,000.00 Action Fence, Inc. Pool Perimeter Fence $226,998.00 Loeffler Construction Veterans Park Project Work Management/Administration $342,889.00 TOTAL AMOUNT OF CONTRACTS FOR CONSIDERATION $2,244,724.40 HISTORICAL CONTEXT 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. On May 13, 2025, Council approved an agreement with Loeffler Construction to manage the Veterans Park Project, which includes the renovation of the Richfield Outdoor Pool. The Veterans Park Improvement project, funded by the Local Option Sales Tax general obligation bonds, includes the renovation of the Richfield Pool. Many of the components of the pool are original to the pool's construction in 1961, while other components are between 20 and 35 years old. Renovation of these aging components of the facility are crucial to the future viability of the Richfield Pool and are necessary to minimize the cost Page 79 of 499 of major maintenance on the facility in coming years. RECOMMENDED ACTION By Motion: Approve six agreements for the renovation of the Richfield Pool, totaling $2,244,724.40, authorize the Mayor and City Manager to execute the agreements and authorize the City Manager to approve contract changes up to $175,000 without further City Council consideration. EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS Equity: This project improves facilities that are often low or no cost to residents and provide access to a community swimming pool, an important amenity for families 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. POLICIES (RESOLUTIONS, ORDINANCES, REGULATIONS, STATUTES, ETC.) None CRITICAL TIMING ISSUES In order to keep pace with the numerous sub-projects identified as part of the Veterans Park Project, and to minimize disruption to the Richfield Pool season, work must begin in a timely fashion. FINANCIAL IMPACT The bids received for the various components of the project are within the amount anticipated for the project. Bids include all labor and materials. LEGAL CONSIDERATIONS Agreements have been reviewed by legal counsel. ALTERNATIVE RECOMMENDATION(S) None ATTACHMENTS 1. 2025-Richfield Pool BP1 Bid Opening w Minutes and Documents 2. 20251009 Richfield Pool Improvements - BP1 & RFQ1 Award Recommendations R2 3. Action Fence Agreement 4. Aqua Logic Agreement 5. Davis Mechanical Agreement 6. Fischer Bros Agreement 7. Webber Recreation Agreement 8. Loeffler Pool Work Agreement 342889 Page 80 of 499 CITY OF RICHFIELD, MINNESOTA Invitation to Bid September 30, 2025 2:00 p.m. PROJECT: Bid Opening Richfield Pool BP1 Bid No.: 2025-Richfield Pool BP1 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 Richfield Pool BP1, as advertised in the official newspaper on September 18, 2025. Present: Michelle Friedrich, City Clerk Kris Weiby, Recreation Facilities Manager John Barrick, Loeffler Construction Project Manager Drew Illetschko, Loeffler Construction Project Estimator The following eight (8) bids were submitted for three (3) bid packages and read aloud: Bidder’s Name Bond Non- Collusion Intent to Comply Responsible Contractor Certificate Total Base Bid Ryan Mechanical Provided Provided Provided Provided $349,000.00 Peterson Sheet Metal Provided Provided Provided Provided $318,900.00 Davis Mechanical Systems Provided Provided Provided Provided $275,000.00 United States Mechanical Provided Provided Provided Provided $310,150.00 Action Fence, Inc. Provided Provided Provided Provided $226,998.00 Aqua Logic Provided Provided Provided Provided $798,000.00 Global Spec. Contractors Provided Provided Provided Provided $827,700.00 Horizon Community Pools Provided Provided Provided Provided $1,089,344.00 City Clerk Friedrich announced the apparent low bidders were Aqua Logic for bid package 13.1, Davis Mechanical for bid package 22.0, and Action Fence, Inc., for bid package 32.4. City Clerk Friedrich noted the bids would be tabulated, and considered at the October 14, 2025, Council meeting. _______________________ Michelle Friedrich, City Clerk Page 81 of 499 Bid Tabulations - Bid Package #1 Date: September 30, 2025 Time: 2:00 pm City of Richfield - Pool Improvements Bid Package #1 - Bid Tabs ALTERNATES ALTERNATES ALTERNATES ALTERNATES ALTERNATES ALTERNATES Prime Contractor Sorted by Scope --> Base Bid Amount Scope of Work On Bid Form (Y / N) Bid Bond(Y / N) Addenda Noted (Y / N) Responsible Contractor Form (Y / N)Base Bid Amount Alternate #1A Refurbish aquatics play strucutre at zero depth entry pool Alternate #1B Replace aquatics play structure at zero depth entry pool Alternate #1C Install New Play Features at existing connections Alternate #2A Remove Bridge over water slides Alternate #2B Replace Bridge with new pre-engineered aluminum bridge Alternate #3 Install (2) new 30'x20' shade structures Aqua Logic 13.1 Y Y Y Y $798,000 Global Specialty Contractors 13.1 Y Y Y Y $827,700 $77,000 n/a $67,000 $20,000 n/a $50,000 Horizon Commercial Pools 13.1 Y Y Y Y $1,089,344 Davis Mechanical Systems 22.0 Y Y Y Y $275,000 US Mechanical 22.0 Y Y Y Y $310,150 Peterson Sheet Metal 22.0 Y Y Y Y $318,900 Ryan Mechanical 22.0 Y Y Y Y $349,000 Action Fence Inc 32.4 Y Y Y Y $226,998 Page 1 of 2 Page 82 of 499 Page 83 of 499 Page 84 of 499 Page 85 of 499 Page 86 of 499 Page 87 of 499 Page 88 of 499 Page 89 of 499 Page 90 of 499 Page 91 of 499 Page 92 of 499 Page 93 of 499 Page 94 of 499 Page 95 of 499 Page 96 of 499 Page 97 of 499 Page 98 of 499 Page 99 of 499 Page 100 of 499 Page 101 of 499 Page 102 of 499 Page 103 of 499 Page 104 of 499 Page 105 of 499 Page 106 of 499 Page 107 of 499 Page 108 of 499 Page 109 of 499 Page 110 of 499 Page 111 of 499 Page 112 of 499 Page 113 of 499 9202 202nd St. W., Suite 100, Lakeville, MN 55044 • Phone: 952.955.9119 • Fax: 952.236.9960 • www.loefflerconstruction.com Affirmative Action & Equal Opportunity Employer October 9, 2025 TO: Kris Weiby – Facilities Manager, City of Richfield John Evans – Executive Analyst, City of Richfield CC: Jon Cramer – President, Loeffler Construction & Consulting John Barrick – Project Manager, Loeffler Construction & Consulting RE: Richfield Pool Improvements – Recommendation for Contractor Awards Kris & John: On September 25th, 2025 Loeffler Construction & Consulting collected responses to Request for Quotes (RFQ) 1 that was issued for the Richfield Pool Improvements Project. These quotes were for Site Survey, Final Cleaning, Selective Demolition, Cast-In-Place Concrete & Masonry, General Construction, Joint Sealants, Acoustical Ceilings, Fluid Applied Flooring, Painting, Electrical, Earthwork & Site Removals, Water Slide & Zero Depth Aquatic Play Unit (APU) Restoration, New Play Features, and New APU scopes of work. On September 30th, 2025 representatives from Loeffler Construction & Consulting (LCC), JLG Architects, and the City of Richfield were present to hold and witness the public bid opening for Bid Package 1 of the Richfield Pool Improvements Project. Bid Package 1 included Swimming Pools, Mechanical - Combined, and Fences & Gates scopes of work. Summary of Request for Quotes 1: In line with public bidding law, scopes of work under $175,000 can be procured with a Request for Quote (RFQ) process. Loeffler distributed the plans and specifications to (70) potential contractors and received responses from (33) contractors. See attached RFQ Bid Tabulation for a list of the contractors that submitted quotes. We have reviewed the quotes and determined that the lowest quote amount is responsive and recommend those firms for award with the exception of the Final Cleaning scope of work. UCS did not acknowledge the addenda or complete their proposal on the provided bid form and scope of work document. We have reached out to this vendor multiple times for clarifications on their scope of work and have not received a response in return. We have confirmed that the second low bidder, Prime Construction Solutions, has the correct scope of work. The City has accepted Alternate 1B: Replace Aquatics Play Structure at Zero Depth Entry Pool scope of work, and has been reflected in the below table. Webber Recreational Design is the low responsive bidder for this scope of work. Page 1 of 5 Page 114 of 499 Richfield Aquatics Improvements October 9, 2025 Recommendation for Contractor Awards Summary of Bid Package 1: In addition to running an advertisement for bids in the local newspaper, LCC posted the plans and specifications for the project to the Minnesota Builders Exchange. The sealed bid process for this bid package yielded (8) bids. See attached Bid Package 1 Tabulation for a list of the contractors that submitted bids. We have reviewed the bids for each scope of work and determined that the lowest bidder is considered responsive. Table of Recommended Awards for Bid Package 1 and RFQ 1: Project Budget Update: With the recommended trade contractors base price and alternate, the project remains less than the budget. We appreciate the opportunity to work with the City of Richfield and look forward to delivering a successful project. Sincerely, Will Forbord Vice President Attached: Richfield Pool Improvements Bid Tab – Bid Package #1 Richfield Pool Improvements Bid Tab – RFQ #1 Richfield Pool Improvements Bid Results – Schedule of Values Page 2 of 5 Page 115 of 499 Bid Tabulations - Bid Package #1 Date: September 30, 2025 Time: 2:00 pm City of Richfield - Pool Improvements Bid Package #1 - Bid Tabs ALTERNATES ALTERNATES ALTERNATES ALTERNATES ALTERNATES ALTERNATES Prime Contractor Sorted by Scope --> Base Bid Amount Scope of Work On Bid Form (Y / N) Bid Bond(Y / N) Addenda Noted (Y / N) Responsible Contractor Form (Y / N)Base Bid Amount Alternate #1A Refurbish aquatics play strucutre at zero depth entry pool Alternate #1B Replace aquatics play structure at zero depth entry pool Alternate #1C Install New Play Features at existing connections Alternate #2A Remove Bridge over water slides Alternate #2B Replace Bridge with new pre-engineered aluminum bridge Alternate #3 Install (2) new 30'x20' shade structures Aqua Logic 13.1 Y Y Y Y $798,000 Global Specialty Contractors 13.1 Y Y Y Y $827,700 $77,000 n/a $67,000 $20,000 n/a $50,000 Horizon Commercial Pools 13.1 Y Y Y Y $1,089,344 Davis Mechanical Systems 22.0 Y Y Y Y $275,000 US Mechanical 22.0 Y Y Y Y $310,150 Peterson Sheet Metal 22.0 Y Y Y Y $318,900 Ryan Mechanical 22.0 Y Y Y Y $349,000 Action Fence Inc 32.4 Y Y Y Y $226,998 Page 1 of 2Page 3 of 5 Page 116 of 499 Bid Tabulations - RFQ #1Date: September 25, 2025 Time: 2:00 pm City of Richfield - Pool ImprovementsRFQ #1 - Bid Tabs ALTERNATES ALTERNATES ALTERNATES ALTERNATES ALTERNATES ALTERNATES Prime Contractor Sorted by Scope --> Base Bid Amount Scope of Work On Bid Form (Y / N) Addenda Noted (Y / N) Responsible Contractor Form (Y / N) Base Bid Amount Alternate #1ARefurbish aquatics play strucutre at zero depth entry pool Alternate #1BReplace aquatics play structure at zero depth entry pool Alternate #1CInstall New Play Features at existing connections Alternate #2A Remove Bridge over water slides Alternate #2BReplace Bridge with new pre-engineered aluminum bridge Alternate #3Install (2) new 30'x20' shade structures Westwood Professional Services 1.1 N N N $9,300 $2,000 $1,500 Houston Engineering 1.1 Y Y N $14,500 $1,500 $1,500 UCS 1.2 N N N $2,935 Prime Construction Solutions 1.2 Y Y N $10,000 Everest Cleaning 1.2 N Y N $19,659 Envirobate 2.2 Y Y Y $11,330 Kellington Construction 2.2 Y Y N $19,150 Mavo Systems 2.2 Y Y N $26,720 Viking Demolition 2.2 Y Y N $36,430 Northland Concrete & Masonry 3.1 Y Y N $72,427 $24,000 Axel H Ohman 3.1 Y Y N $97,238 $43,000 B&D Associates 3.1 N N N $98,500 $22,400 RTL Construction 6.0 Y Y N $83,700 $22,000 Kellington Construction 6.0 Y Y N $90,785 J Benson Construction 6.0 Y Y N $109,210 $27,567 Carciofini 7.9 N Y N $18,800 Acoustics Associates 9.3 Y Y N $6,985 Minnesota Acoustics 9.3 Y Y N $7,480 Sonus Interiors 9.3 Y Y N $10,310 Starting Line Floor Coatings 9.7 Y Y N $75,000 Pro Maintenance 9.7 Y Y N $101,094 QC Companies 9.7 Y Y N $107,060 Acoustics Associates 9.7 Y Y N $123,375 TMI Coatings 9.7 Y Y N $173,800 Steinbrecher Painting 9.9 Y Y N $43,800 Wasche Commercial Finishes 9.9 Y Y N $54,200 Fischer Bros 13.2 Y Y N $253,900 $114,300 $364,790 $63,200 $11,250 $102,750 $118,000 Webber Recreation 13.2 Y Y N $255,333 $66,720 $297,387 $73,810 $5,451 $136,281 $31,492 Global Specialty 13.4 Y Y Y $0 $347,700 Cal-Tex Electric 26.1 Y Y N $89,900 $6,760 $3,240 $2,640 Olympia Tech Electric 26.1 Y Y N $99,067 Gephart Electric 26.1 N N N $168,261 $11,850 $5,925 $8,377 Miller Bros Excavating 31.1 Y Y N $65,000 Quad E Companies 31.1 Y Y N $75,000 Page 1 of 1 Page 4 of 5 Page 117 of 499 Richfield Aquatics Improvements Bid Results 10/9/2025 DESCRIPTION TOTAL $ / SF 00.1 - General Requirements 85,337$ 15.70$ 00.2 - Permits & Mobilization 35,425$ 6.52$ 00.3 - Preconstruction 33,450$ 6.15$ 01.1 - Site Survey 9,300$ 1.71$ 01.2 - Final Cleaning 10,000$ 1.84$ 02.1 - Demolition 11,330$ 2.08$ 03.1 - Cast-In-Place Concrete 72,427$ 13.32$ 06.0 - General Construction 83,700$ 15.40$ 07.9 - Joint Sealants 18,800$ 3.46$ 09.3 - Acoustical Ceilings & Wall Treatments 6,985$ 1.28$ 09.7 - Fluid Applied Flooring 75,000$ 13.80$ 09.9 - Painting & Wall Coverings 43,800$ 8.06$ 13.1 - Swimming Pools 798,000$ 146.80$ 13.2 - Water Slide, Stair Tower, and Bridge Refurbishment 275,800$ 50.74$ 13.3 - New Play Features 28,650$ 5.27$ 22.0 - Mechanical - Combined 275,000$ 50.59$ 26.1 - Electrical 89,900$ 16.54$ 31.1 - Site Demolition, Earthwork & Utilities 65,000$ 11.96$ 32.4 - Fences & Gates 226,998$ 41.76$ 49.0 - Supervision & Administration 253,589$ 46.65$ Direct Cost Total 2,498,492$ 459.62$ Base Estimate Indirect Cost Construction Contingency 5.00% 124,925$ 22.98$ Contractor Fee 2.00% 52,468$ 9.65$ Estimated Soft Costs 10.00% 267,588$ 49.23$ Indirect Costs Total 444,981$ 81.86$ Base Estimate Total 2,943,473$ 541.48$ Accepted Alternates 01B - REPLACE Zero Entry Pool Play Structure 358,316$ 65.92$ Accepted Alternates Total 358,316$ 65.92$ Total with Accepted Alternates 3,301,789$ 607.39$ Estimate Summary Page 5 of 5 Page 118 of 499 (1949259842) AIA® Document A132™ – 2019 Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition AIA Document A132™ – 2019. Copyright © 1975, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:03 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Documents A232™– 2019, General Conditions of the Contract for Construction, 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. AIA Document A232™–2019 is adopted in this document by reference. Do not use with other general conditions unless this document is modified. ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AGREEMENT made as of the «29th » day of «October » in the year «Two Thousand Twenty-Five » (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 Contractor: (Name, legal status, address, and other information) «Action Fence, Inc. 1851 Radisson Road NE Blaine, MN 55449 952-432-9737» for the following Project: (Name, location, and detailed description) «Veterans Park Improvements - Aquatics» «6335 Portland Ave, Richfield, MN 55423 This includes improvements to the pool, supporting areas and building improvements. » 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» The Architect: (Name, legal status, address, and other information) «JLG Architects 710 S 2nd St 8th Floor Minneapolis, MN 55401 Phone: (612) 746-4260 The Owner and Contractor agree as follows. Page 119 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 2 / User Notes: (1949259842) 212397v2 TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 DATE OF COMMENCEMENT AND DATES OF SUBSTANTIAL COMPLETION 4 CONTRACT SUM 5 PAYMENTS 6 DISPUTE RESOLUTION 7 TERMINATION OR SUSPENSION 8 MISCELLANEOUS PROVISIONS 9 ENUMERATION OF CONTRACT DOCUMENTS EXHIBIT A INSURANCE AND BONDS EXHIBIT B DETERMINATION OF THE COST OF THE WORK ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary, and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 9. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 3 DATE OF COMMENCEMENT AND DATES OF SUBSTANTIAL COMPLETION § 3.1 The date of commencement of the Work shall be: (Check one of the following boxes.) [ « X » ] The date of this Agreement. [ « » ] 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.) « » If a date of commencement of the Work is not selected, then the date of commencement shall be the date of this Agreement. § 3.2 The Contract Time shall be measured from the date of commencement of the Work. Page 120 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 3 / User Notes: (1949259842) 212397v2 § 3.3 Substantial Completion of the Project or Portions Thereof § 3.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the date of Substantial Completion of the Work of all of the Contractors for the Project will be: (Insert the date of Substantial Completion of the Work of all Contractors for the Project.) «Substantial Completion: 5/15/2026 Final Completion: 5/23/2026» § 3.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work of all of the Contractors for the Project are to be completed prior to Substantial Completion of the entire Work of all of the Contractors for the Project, the Contractors shall achieve Substantial Completion of such portions by the following dates: Portion of Work Substantial Completion Date TBD § 3.4 When the Work of this Contract, or any Portion Thereof, is Substantially Complete § 3.4.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall substantially complete the entire Work of this Contract: (Check one of the following boxes and complete the necessary information.) [ « » ] Not later than « » ( « » ) calendar days from the date of commencement of the Work. [ « X » ] By the following date: «5/15/2026» § 3.4.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work of this Contract are to be substantially complete prior to when the entire Work of this Contract shall be substantially complete, the Contractor shall substantially complete such portions by the following dates: Portion of Work Date to be substantially complete Remove and replace pool fencing 12/31/25 § 3.4.3 If the Contractor fails to substantially complete the Work of this Contract, or portions thereof, as provided in this Section 3.4, liquidated damages, if any, shall be assessed as set forth in Section 4.5. ARTICLE 4 CONTRACT SUM § 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of the Contract. The Contract Sum shall be one of the following: (Check the appropriate box.) [ «X » ] Stipulated Sum, in accordance with Section 4.2 below § 4.2 Stipulated Sum § 4.2.1 The Contract Sum shall be «Two hundred twenty six thousdand nine hundred ninety eight dollars even, $226,998.00 » ), subject to additions and deductions as provided in the Contract Documents. § 4.2.2 Alternates § 4.2.2.1 Alternates, if any, included in the Contract Sum: Item Price n/a Page 121 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 4 / User Notes: (1949259842) 212397v2 § 4.2.2.2 Subject to the conditions noted below, the following alternates may be accepted by the Owner following execution of this Agreement. Upon acceptance, the Owner shall issue a Modification to this Agreement. (Insert below each alternate and the conditions that must be met for the Owner to accept the alternate.) Item Price Conditions for Acceptance n/a § 4.2.3 Allowances, if any, included in the Contract Sum: (Identify each allowance.) Item Price (24) hour labor allowance @ $120.00/hr Misc. materials $2,880.00 $10,000.00 § 4.2.4 Unit prices, if any: (Identify the item and state the unit price, and quantity limitations, if any, to which the unit price will be applicable.) Item Units and Limitations Price per Unit ($0.00) Laborer Per Hour $120.00 regular § 4.3 INTENTIONALLY OMITTED § 4.4 INTENTIONALLY OMITTED § 4.5 Liquidated damages, if any: (Insert terms and conditions for liquidated damages, if any, to be assessed in accordance with Section 3.4.) «See Section 8.8.2 » § 4.6 Other: (Insert provisions for bonus, cost savings or other incentives, if any, that might result in a change to the Contract Sum.) « N/A » ARTICLE 5 PAYMENTS § 5.1 Progress Payments § 5.1.1 Based upon Applications for Payment submitted to the Construction Manager by the Contractor, and Certificates for Payment issued by the Construction Manager and Architect, the Owner shall make progress payments on account of the Contract Sum, to the Contractor, as provided below and elsewhere in the Contract Documents. § 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: « » § 5.1.3 When an Application for Payment is received by the Construction Manager, payment of the amount certified shall be made by the Owner not later than «thirty-five » ( «35 » ) days after the Construction Manager receives and certifies the Application for Payment. Unless expressly otherwise agreed in this Contract, payments and payment disputes shall be governed by the Prompt Payment of Local Government Bills, Minn. Stat. Sec. 471.425 (“Prompt Payment Act”). (Federal, state or local laws may require payment within a certain period of time.) Page 122 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 5 / User Notes: (1949259842) 212397v2 § 5.1.3.1 Prompt Payment to Subcontractors Required by MN Law. The Contractor shall pay each Subcontractor no later than ten 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. Per 471.425 Minnesota Statutes, the prime contractor must pay any subcontractor within ten days of the prime contractor’s receipt of payment from the Public Body/Owner for undisputed services provided by the subcontractor. The prime contractor must pay the subcontractor interest of 1 ½ percent per month on any disputed amounts not paid on time. The minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. For an unpaid balance of less than $100, the prime contractor shall pay the actual penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from a prime contractor must be awarded its costs and disbursements, including attorney’s fees, incurred in bringing the action. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub- subcontractors in a similar manner. § 5.1.4 Progress Payments Where the Contract Sum is Based on a Stipulated Sum § 5.1.4.1 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form, and supported by such data to substantiate its accuracy, as the Construction Manager and Architect may require. This schedule of values shall be used as a basis for reviewing the Contractor’s Applications for Payment. § 5.1.4.2 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. § 5.1.4.3 In accordance with AIA Document A232™–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition, as modified, and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: § 5.1.4.3.1 The amount of each progress payment shall first include: .1 That portion of the Contract Sum properly allocable to completed Work; .2 That portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction, or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing; and .3 That portion of Construction Change Directives that the Architect determines, in the Architect’s professional judgment, to be reasonably justified. § 5.1.4.3.2 The amount of each progress payment shall then be reduced by: .1 The aggregate of any amounts previously paid by the Owner; .2 The amount, if any, for Work that remains uncorrected and for which the Architect has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A232–2019; .3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Contractor intends to pay; .4 For Work performed or defects discovered since the last payment application, any amount for which the Architect may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A232–2019; and .5 Retainage withheld pursuant to Section 5.1.7. § 5.1.5 INTENTIONALLY OMITTED § 5.1.6 INTENTIONALLY OMITTED Page 123 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 6 / User Notes: (1949259842) 212397v2 § 5.1.7 Retainage § 5.1.7.1 For each progress payment made prior to when the Work of this Contract is substantially complete, the Owner may withhold the following amount, as retainage, from the payment otherwise due: (Insert a percentage or amount to be withheld as retainage from each Application for Payment. The amount of retainage may be limited by governing law.) «Five percent (5%) » § 5.1.7.1.1 The following items are not subject to retainage: (Insert any items not subject to the withholding of retainage, such as general conditions, insurance, etc.) « » § 5.1.7.2 Reduction or limitation of retainage, if any, shall be as follows: (If the retainage established in Section 5.1.7.1 is to be modified prior to when the entire Work of this Contract is substantially complete, including modifications for completion of portions of the Work as provided in Section 3.4.2, insert provisions for such modifications.) «No reduction in retainage until substantial completion » § 5.1.7.3 Except as set forth in this Section 5.1.7.3, when the Work of this Contract is substantially complete, the Contractor may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 5.1.7. The Application for Payment submitted when the Work of this Contract is substantially complete shall not include retainage as follows: (Insert any other conditions for release of retainage when the Work of this Contract is substantially complete, or upon Substantial Completion of the Work of all Contractors on the Project or portions thereof.) « As set forth in A232-2019 General Conditions Section 9.8.6 » § 5.2 Final Payment § 5.2.1 Final Payment Where the Contract Sum is Based on a Stipulated Sum § 5.2.1.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when .1 the Contractor has fully performed the Contract except for the Contractor’s responsibility to correct Work as provided in Article 12 of AIA Document A232–2019, and to satisfy other requirements, if any, which extend beyond final payment; and .2 a final Certificate for Payment or Project Certificate for Payment has been issued by the Architect. § 5.2.1.2 The Owner’s final payment to the Contractor shall be made no later than 30 days after the issuance of the final Certificate for Payment or Project Certificate for Payment § 5.3 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if any.) « 4 » % « per annum » « » Page 124 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 7 / User Notes: (1949259842) 212397v2 ARTICLE 6 DISPUTE RESOLUTION § 6.1 Initial Decision Maker The Architect will serve as Initial Decision Maker pursuant to Article 15 of AIA Document A232–2019, unless the parties appoint below another individual, not a party to this Agreement, to serve as Initial Decision Maker. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.) § 6.2 Binding Dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Article 15 of AIA Document A232– 2019, the method of binding dispute resolution shall be as follows: (Check the appropriate box.) [ «X » ] Litigation in a court of competent jurisdiction, in the county where the project is located. If the Owner and Contractor do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction. ARTICLE 7 TERMINATION OR SUSPENSION § 7.1 Where the Contract Sum is a Stipulated Sum § 7.1.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A232–2019. § 7.1.1.1 If the Contract is terminated for the Owner’s convenience in accordance with Article 14 of AIA Document A232–2019, then the Owner shall pay the Contractor a termination fee as follows: (Insert the amount of, or method for determining, the fee, if any, payable to the Contractor following a termination for the Owner’s convenience.) «N/A. » § 7.1.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A232–2019. § 7.2 INTENTIONALLY OMITTED § 7.3 Suspension The Work may be suspended by the Owner as provided in Article 14 of AIA Document A232–2019; in such case, the Contract Sum and Contract Time shall be increased as provided in Article 14 of AIA Document A232–2019, except that the term “profit” shall be understood to mean the Contractor’s Fee as described in Section 4.3.2 or 4.4.2, as applicable, of this Agreement. ARTICLE 8 MISCELLANEOUS PROVISIONS § 8.1 Where reference is made in this Agreement to a provision of AIA Document A232–2019 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 8.2 The Owner’s representative: (Name, address, email address, and other information) «Karl Huemiller Recreation Services Director 7000 Nicollet Ave. Richfield, MN 55423 (P) 612-861-9387 Page 125 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 8 / User Notes: (1949259842) 212397v2 khuemiller@richfieldmn.gov» § 8.3 The Contractor’s representative: (Name, address, email address, and other information) « Tracy Starr Action Fence, Inc. 1851 Radisson Road NE Blaine, MN 55449 952-432-9737 tracy@theactionfence.com» § 8.4 Neither the Owner’s nor the Contractor’s representative shall be changed without ten days’ prior notice to the other party. § 8.5 Insurance and Bonds § 8.5.1 The Owner and the Contractor shall purchase and maintain insurance as set forth in AIA Document A132™–2019, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition, Exhibit A, Insurance and Bonds, and elsewhere in the Contract Documents. § 8.5.2 The Contractor shall provide bonds as set forth in AIA Document A132™–2019, Exhibit A, and elsewhere in the Contract Documents. § 8.6 Notice in electronic format, pursuant to Article 1 of AIA Document A232–2019, may be given in accordance with AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, if completed, or as otherwise set forth below: (If other than in accordance with AIA Document E203–2013, insert requirements for delivering notice in electronic format such as name, title, and email address of the recipient and whether and how the system will be required to generate a read receipt for the transmission.) « » § 8.7 Relationship of the Parties Where the Contract is based on the Cost of the Work plus the Contractor’s Fee, with or without a Guaranteed Maximum Price, the Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Contractor’s skill and judgment in furthering the interests of the Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner’s interests. The Owner agrees to furnish and approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents. § 8.8 Other provisions: § 8.8.1 MN PREVAILING WAGE § 8.8.1.1 Wage Determination This is a prevailing wage project. All contractor and subcontractors shall pay at least the minimum prevailing wage as published by the State of Minnesota and conform to the labor laws of the State of Minnesota and all other laws, ordinances, and legal requirements affecting their work in Minnesota. § 8.8.1.2 Pursuant to Minnesota Statutes 177.43, “No laborer or mechanic employed directly upon the project worksite by the contractor or any subcontractor, agent, or other person doing or contracting to do all or a part of the work on the project, shall be permitted or required to work more hours than the prevailing hours of labor unless such laborer or mechanic is paid for all hours in excess of the prevailing hours at a rate of at least 1-1/2 times his hourly basic rate of pay; nor shall he be paid a lesser rate of wages than the Page 126 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 9 / User Notes: (1949259842) 212397v2 prevailing wage rate in the same or most similar trade or occupation area.” Nothing in this contract shall be construed as prohibiting the contractor or subcontractor from paying the negotiated wage rate. § 8.8.1.3 Any project with an estimated total cost of more than $25,000 must comply with Minnesota Statute 177.41-44, which is commonly known as The Little Davis Bacon Act. To facilitate compliance pursuant to the Statute, wage determinations were prepared for different trades for each county from which labor for said project would be secured. It is the stated public policy of M.S. 177.41 as follows: “It is in the public interest that public buildings and other public works be constructed and maintained by the best means and highest quality of labor reasonably available, and that persons working on public works be compensated according to the real value of the services they perform. It is therefore declared to be the public policy of this State that wages of laborers, workmen, and mechanics engaged in State project would be comparable to wages paid for similar work in the community as a whole.” Any wage determinations which are found not to be so promulgated do not relieve the contractor from any responsibility for paying the prevailing wage rate of the trade in question. Additional classifications may develop between certification by the Minnesota Department of Labor and Industry. Therefore, no inferences may be drawn from the omission of a classification which has local usage. Further, the Owner will not be liable for increased labor cost, errors in the rates of classifications, or changes to same prior to the awarding of contracts. § 8.8.1.4 Information pertaining to the prevailing wage rates, prevailing hours of labor and hourly basic rates may be obtained from the Minnesota Department of Labor and Industry. Said wage rates must be posted in at least one conspicuous place for the employees working on the project. Failure to do so, by any Contractor, subcontractor, or agent, who, after executing a contract in compliance with this section, pays to any laborer, workman, or mechanic employed directly on the project, a lesser wage for work done on the project than the prevailing wage rate, shall be fined $3700 or imprisoned for not more than 90 days or both. Each day any violation of this section continues shall be a separate offense. Prevailing wage rates for this project are attached at the end of this section. § 8.8.1.5 Specification Section marked “PREVAILING WAGES” contains the Minnesota Department of Labor and Industry prevailing wages for this project. § 8.8.1.6 Any violation of Minnesota Statue 177.42-44 shall be reported to the Minnesota Department of Labor and Industry. § 8.8.1.7 The Contractor shall also furnish with each Application for Payment Certified Payroll Statements, setting forth the wages and benefits paid each employee during the time period covered by the Application for Payment, specifying for each employee: name; identifying number; prevailing wage master job classification; hours worked each day; total hours; rate of pay; gross amount earned; each deduction for taxes; total deductions; net pay for week; dollars contributed per hour for each benefit, including name and address of administrator; benefit account number; and telephone number for health and welfare, vacation or holiday, apprenticeship training, pension, and other benefit programs. § 8.8.2 LIQUIDATED DAMAGES § 8.8.2.1 Contractor acknowledges that delays in completion of the Project beyond substantial completion, subject to adjustments as provided in the Contract Documents (the “Substantial Completion Date") would result in the loss of certain benefits to Owner and its constituents, which would be difficult or impracticable to fix or ascertain under presently known and anticipated facts and circumstances. Accordingly, the parties hereby agree that if Contractor fails to achieve Substantial Completion of the Project by the scheduled Substantial Completion Date, then for delays the Owner shall be entitled to recover from Contractor the following: .1 For each calendar day that Substantial Completion of the Project is delayed beyond the Scheduled Substantial Completion Date: $500.00 per day for contracts valued at or under $500,000.00 or will be $1,000.00 per day for contracts that exceed $500,000.01 in total value. Page 127 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 10 / User Notes: (1949259842) 212397v2 § 8.8.2.2 For purpose of this Section, Substantial Completion shall have occurred when the Architect certifies that the project is Substantially Complete in accordance with the General Conditions of Contract. If all work is not finally completed by TBD, Owner shall be entitled to actual damages for damages occurring after that date, and liquidated damages for damages prior to that date. § 8.8.2.3 Contractor shall pay any liquidated damages to Owner within fifteen (15) days of Owner’s invoice. Owner has the right to submit invoices for liquidated damages on a weekly basis. Payment of liquidated damages shall not relieve the Contractor of its other obligations under the parties’ Agreement. Owner, at its option, may deduct the amounts of any liquidated damages from amounts otherwise due to Contractor. § 8.8.2.4 The parties agree that the amount of liquidated damages fixed in this Section is a reasonable forecast of just compensation for harm to the Owner resulting from the Contractor’s failure to meet the Project schedule, and is not a penalty. The parties further agree that in the event the amount of liquidated damages set forth in this Section is held to be unenforceable or challenged by the Contractor as unenforceable for any reason, the Owner shall be entitled to recover its actual, direct, and consequential damages, if any, resulting from Contractor’s delay in achieving Substantial Completion of the Work by the scheduled Substantial Completion Date. § 8.8.3 Certificate of Substantial Completion When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time which the Contractor shall complete all items on the list accompanying the Certificate to sixty (60) calendar days. The Contractor will submit a punch list completion schedule within ten (10) days of receipt of Certificate of Substantial Completion. Any cost incurred by the Architect or Architect’s consultants (after 60 calendar days of substantial completion) to close out the project will be deducted from the Contractor’s contract by change order. 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. Warranties on punch list items will commence on the date of final payment. § 8.8.4 The Contractor, prior to contract award, shall submit electronically to the architect a notarized copy of MN Responsible Contractor Compliance Affidavit from each subcontractor. If a subcontractor is substituted during the project, a new MN Responsible Contractor Compliance Affidavit will be required. » § 8.8.5 INTENTIONALLY OMITTED § 8.8.6 INTENTIONALLY OMITTED § 8.8.7 NON-MINNESOTA CONTRACTOR. Non-Minnesota Contractors for contracts that exceed or can reasonably be expected to exceed $100,000 shall comply with the following Minnesota Department of Revenue Requirements (MN Law, MS 290.9705): § 8.8.7.1 File form SDE (Exemption from Surety Deposits for Non-Minnesota Contractors) with the Minnesota Revenue, Mail Station 6501, St. Paul, Minnesota 55146-6501. An exemption will be granted if: .1 The Contractor provides a cash surety or bond (8% of total contract), secured by an Insurance Company licensed in Minnesota, which guarantees compliance with all provisions of Minnesota withholding, sales and corporate income tax laws, or: .2 The Contractor provides evidence of full compliance with such laws on previous construction work in Minnesota during the last three years. § 8.8.7.2 Submit a copy of form SDE, certified by the Department of Revenue, with the Contractor’s initial Application for Payment. § 8.8.7.3 If an exemption is not granted, 8 percent of each Application for Payment will be withheld as surety and deposited with the Department of Revenue, to be refunded with interest after the Contractor’s State tax obligations are fulfilled. Page 128 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 11 / User Notes: (1949259842) 212397v2 § 8.8.8 FIREARMS PROHIBITED § 8.8.8.1 No provider of services pursuant to this contract, including but not limited to employees, agents, suppliers or subcontractor’s of the Contractor shall carry or possess a firearm on the Owner’s premises or while acting on behalf of the Owner pursuant to the terms of this agreement. Violation of this provision shall be considered a substantial breach of the Agreement; and, in addition to any other remedy available to the Owner under law or equity. Violation of this provision is grounds for immediate suspension or termination of this contract. ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS § 9.1 This Agreement is comprised of the following documents: .1 AIA Document A132™–2019, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition, as modified .2 AIA Document A132™–2019, Exhibit A, Insurance and Bonds Exhibit .3 AIA Document A232™–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition .4 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.) « N/A » .5 Drawings Number Title Date See Exhibit B Drawing Log 9/26/2025 .6 Specifications Section Title Date Pages See Exhibit C Specifications Log 9/26/2025 4 .7 Addenda, if any: Number Date Pages 1 2 3 9/15/25 9/19/25 9/26/25 16 33 71 Portions of Addenda relating to bidding or proposal requirements are not part of the Contract Documents unless the bidding or proposal requirements are also enumerated in this Article 9. .8 Other Exhibits: (Check all boxes that apply and include appropriate information identifying the exhibit where required.) [ « » ] AIA Document A132™–2019, Exhibit B, Determination of the Cost of the Work [ « » ] 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.) « » Formatted: Indent: Left: 0.5", Hanging: 0.5" Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: 1" Formatted: Indent: Left: 0" Formatted: Indent: Left: 0.5", Hanging: 0.5" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 0.5", Hanging: 0.5" Formatted: Indent: Left: 0" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 0.5", Hanging: 0.5" Formatted: Indent: Left: 0" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 0.56", Hanging: 0.44" Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Page 129 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 12 / User Notes: (1949259842) 212397v2 [ « » ] The Sustainability Plan: Title Date Pages [ «X » ] Supplementary and other Conditions of the Contract: Document Title Date Pages Exhibit D Exhibit E Exhibit F *Bid Scope Schedule Logistics 9/26/25 9/26/25 9/26/25 3 2 1 .9 Other documents, if any, listed below: (List here any additional documents that are intended to form part of the Contract Documents. AIA Document A232–2019 provides that the advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor’s bid or proposal, portions of Addenda relating to bidding or proposal requirements, and other information furnished by the Owner in anticipation of receiving bids or proposals, are not part of the Contract Documents unless enumerated in this Agreement. Any such documents should be listed here only if intended to be part of the Contract Documents.) « » This Agreement is entered into as of the day and year first written above. OWNER (Signature) CONTRACTOR (Signature) «By: Mary B. Supple, Mayor» «» (Printed name and title) (Printed name and title) OWNER (Signature) «By: Katie Rodriguez, City Manager» (Printed name and title) Formatted: Indent: Left: -0.33" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: -0.33" Formatted Table Page 130 of 499 AIA® Document A132™ – 2019 Exhibit A Insurance and Bonds AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Document A232™– 2019, General Conditions of the Contract for Construction. Article 11 of A232™–2019 contains additional insurance provisions ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. This Insurance and Bonds Exhibit is part of the Agreement, between the Owner and the Contractor, dated the «29th » day of « October » in the year «Two Thousand Twenty- Five » (In words, indicate day, month, and year.) for the following PROJECT: (Name and location or address) «Veterans Park Improvements - Aquatics» «6335 Portland Ave, Richfield, MN 55423 This includes improvements to the pool, supporting areas and building improvements. » THE OWNER: (Name, legal status, and address) «City of Richfield»« » « 6700 Portland Ave Richfield, MN 55423» THE CONTRACTOR: (Name, legal status, and address) «Per AIA A132-2019» TABLE OF ARTICLES A.1 GENERAL A.2 OWNER’S INSURANCE A.3 CONTRACTOR’S INSURANCE AND BONDS A.4 SPECIAL TERMS AND CONDITIONS ARTICLE A.1 GENERAL The Owner and Contractor shall purchase and maintain insurance, and provide bonds, as set forth in this Exhibit. As used in this Exhibit, the term General Conditions refers to AIA Document A232™–2019, General Conditions of the Contract for Construction. ARTICLE A.2 OWNER’S INSURANCE § A.2.1 General Prior to commencement of the Work, the Owner shall secure the insurance, and provide evidence of the coverage, required under this Article A.2 and, upon the Contractor’s request, provide a copy of the property insurance policy or policies required by Section A.2.3. The copy of the policy or policies provided shall contain all applicable conditions, definitions, exclusions, and endorsements. Page 131 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 2 § A.2.2 Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner’s usual general liability insurance. § A.2.3 Required Property Insurance § A.2.3.1 Unless this obligation is placed on the Contractor pursuant to Section A.3.3.2.1, the Owner shall purchase and maintain, from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located, property insurance written on a builder's risk “all-risks” completed value or equivalent policy form and sufficient to cover the total value of the entire Project on a replacement cost basis. The Owner’s property insurance coverage shall be no less than the amount of the initial Contract Sum, plus the value of subsequent Modifications and labor performed and materials or equipment supplied by others. The property insurance shall be maintained until Substantial Completion and thereafter as provided in Section A.2.3.1.3, unless otherwise provided in the Contract Documents or otherwise agreed in writing by the parties to this Agreement. This insurance shall include the interests of the Owner, Contractor, Subcontractors, and Sub-subcontractors in the Project as insureds. This insurance shall include the interests of mortgagees as loss payees. § A.2.3.1.1 Causes of Loss. The insurance required by this Section A.2.3.1 shall provide coverage for direct physical loss or damage, and shall not exclude the risks of fire, explosion, theft, vandalism, malicious mischief, collapse, earthquake, flood, or windstorm. The insurance shall also provide coverage for ensuing loss or resulting damage from error, omission, or deficiency in construction methods, design, specifications, workmanship, or materials. Sub- limits, if any, are as follows: (Indicate below the cause of loss and any applicable sub-limit.) Causes of Loss Sub-Limit § A.2.3.1.2 Specific Required Coverages. The insurance required by this Section A.2.3.1 shall provide coverage for loss or damage to false work and other temporary structures, and to building systems from testing and startup. The insurance shall also cover debris removal, including demolition occasioned by enforcement of any applicable legal requirements, and reasonable compensation for the Architect’s, Construction Manager’s, and Contractor’s services and expenses required as a result of such insured loss, including claim preparation expenses. Sub-limits, if any, are as follows: (Indicate below type of coverage and any applicable sub-limit for specific required coverages.) Coverage Sub-Limit § A.2.3.1.3 Unless the parties agree otherwise, upon Substantial Completion, the Owner shall continue the insurance required by Section A.2.3.1 or, if necessary, replace the insurance policy required under Section A.2.3.1 with property insurance written for the total value of the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section 12.2.2 of the General Conditions. § A.2.3.1.4 Deductibles and Self-Insured Retentions. If the insurance required by this Section A.2.3 is subject to deductibles or self-insured retentions, the Owner shall be responsible for all loss not covered because of such deductibles or retentions. § A.2.3.2 Occupancy or Use Prior to Substantial Completion. The Owner’s occupancy or use of any completed or partially completed portion of the Work prior to Substantial Completion shall not commence until the insurance company or companies providing the insurance under Section A.2.3.1 have consented in writing to the continuance of coverage. The Owner and the Contractor shall take no action with respect to partial occupancy or use that would cause cancellation, lapse, or reduction of insurance, unless they agree otherwise in writing. § A.2.3.3 Insurance for Existing Structures If the Work involves remodeling an existing structure or constructing an addition to an existing structure, the Owner shall purchase and maintain, until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, “all-risks” property insurance, on a replacement cost basis, protecting the existing structure against direct physical loss or damage from the causes of loss identified in Section A.2.3.1, notwithstanding the undertaking of the Work. The Owner shall be responsible for all co-insurance penalties. Page 132 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 3 § A.2.4 Optional Extended Property Insurance. The Owner shall purchase and maintain the insurance selected and described below. (Select the types of insurance the Owner is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance. For each type of insurance selected, indicate applicable limits of coverage or other conditions in the fill point below the selected item.) [ « » ] § A.2.4.1 Loss of Use, Business Interruption, and Delay in Completion Insurance, to reimburse the Owner for loss of use of the Owner’s property, or the inability to conduct normal operations due to a covered cause of loss. « » [ « » ] § A.2.4.2 Ordinance or Law Insurance, for the reasonable and necessary costs to satisfy the minimum requirements of the enforcement of any law or ordinance regulating the demolition, construction, repair, replacement or use of the Project. « » [ « » ] § A.2.4.3 Expediting Cost Insurance, for the reasonable and necessary costs for the temporary repair of damage to insured property, and to expedite the permanent repair or replacement of the damaged property. « » [ « » ] § A.2.4.4 Extra Expense Insurance, to provide reimbursement of the reasonable and necessary excess costs incurred during the period of restoration or repair of the damaged property that are over and above the total costs that would normally have been incurred during the same period of time had no loss or damage occurred. « » [ « » ] § A.2.4.5 Civil Authority Insurance, for losses or costs arising from an order of a civil authority prohibiting access to the Project, provided such order is the direct result of physical damage covered under the required property insurance. « » [ « » ] § A.2.4.6 Ingress/Egress Insurance, for loss due to the necessary interruption of the insured’s business due to physical prevention of ingress to, or egress from, the Project as a direct result of physical damage. « » [ « » ] § A.2.4.7 Soft Costs Insurance, to reimburse the Owner for costs due to the delay of completion of the Work, arising out of physical loss or damage covered by the required property insurance: including construction loan fees; leasing and marketing expenses; additional fees, including those of architects, engineers, consultants, attorneys and accountants, needed for the completion of the construction, repairs, or reconstruction; and carrying costs such as property taxes, building permits, additional interest on loans, realty taxes, and insurance premiums over and above normal expenses. « » § A.2.5 Other Optional Insurance. The Owner shall purchase and maintain the insurance selected below. Page 133 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 4 (Select the types of insurance the Owner is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance.) [ « » ] § A.2.5.1 Cyber Security Insurance for loss to the Owner due to data security and privacy breach, including costs of investigating a potential or actual breach of confidential or private information. (Indicate applicable limits of coverage or other conditions in the fill point below.) « » [ « » ] § A.2.5.2 Other Insurance (List below any other insurance coverage to be provided by the Owner and any applicable limits.) Coverage Limits ARTICLE A.3 CONTRACTOR’S INSURANCE AND BONDS § A.3.1 General § A.3.1.1 Certificates of Insurance. The Contractor shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article A.3 at the following times: (1) prior to commencement of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon the Owner’s written request. An additional certificate evidencing continuation of commercial liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment and thereafter upon renewal or replacement of such coverage until the expiration of the periods required by Section A.3.2.1 and Section A.3.3.1. The certificates will show the Owner as an additional insured on the Contractor’s Commercial General Liability and excess or umbrella liability policy or policies. § A.3.1.2 Deductibles and Self-Insured Retentions. The Contractor shall disclose to the Owner any deductible or self- insured retentions applicable to any insurance required to be provided by the Contractor. § A.3.1.3 Additional Insured Obligations. To the fullest extent permitted by law, the Contractor shall cause the commercial general liability coverage to include (1) the Owner, the Architect and the Architect’s consultants, and the Construction Manager and the Construction Manager’s consultants, as additional insureds for claims caused in whole or in part by the Contractor’s negligent acts or omissions during the Contractor’s operations; and (2) the Owner as an additional insured for claims caused in whole or in part by the Contractor’s negligent acts or omissions for which loss occurs during completed operations. The additional insured coverage shall be primary and non- contributory to any of the Owner’s general liability insurance policies and shall apply to both ongoing and completed operations. To the extent commercially available, the additional insured coverage shall be no less than that provided by Insurance Services Office, Inc. (ISO) forms CG 20 10 07 04, CG 20 37 07 04, and, with respect to the Architect and the Architect’s consultants, and the Construction Manager and the Construction Manager’s consultants, CG 20 32 07 04. § A.3.2 Contractor’s Required Insurance Coverage § A.3.2.1 The Contractor shall purchase and maintain the following types and limits of insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Contractor shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, unless a different duration is stated below: (If the Contractor is required to maintain insurance for a duration other than the expiration of the period for correction of Work, state the duration.) « » § A.3.2.2 Commercial General Liability § A.3.2.2.1 Commercial General Liability insurance for the Project written on an occurrence form with policy limits of not less than «One Million Dollars » ($ «1,000,000 » ) each occurrence, «Two Million » ($ «2,000,000 » ) general aggregate, and « Two Million » ($ «$2,000,000 » ) aggregate for products-completed operations hazard, providing coverage for claims including Page 134 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 5 .1 damages because of bodily injury, sickness or disease, including occupational sickness or disease, and death of any person; .2 personal injury and advertising injury; .3 damages because of physical damage to or destruction of tangible property, including the loss of use of such property; .4 bodily injury or property damage arising out of completed operations; and .5 the Contractor’s indemnity obligations under Section 3.18 of the General Conditions. § A.3.2.2.2 The Contractor’s Commercial General Liability policy under this Section A.3.2.2 shall not contain an exclusion or restriction of coverage for the following: .1 Claims by one insured against another insured, if the exclusion or restriction is based solely on the fact that the claimant is an insured, and there would otherwise be coverage for the claim. .2 Claims for property damage to the Contractor’s Work arising out of the products-completed operations hazard where the damaged Work or the Work out of which the damage arises was performed by a Subcontractor. .3 Claims for bodily injury other than to employees of the insured. .4 Claims for indemnity under Section 3.18 of the General Conditions arising out of injury to employees of the insured. .5 Claims or loss excluded under a prior work endorsement or other similar exclusionary language. .6 Claims or loss due to physical damage under a prior injury endorsement or similar exclusionary language. .7 Claims related to residential, multi-family, or other habitational projects, if the Work is to be performed on such a project. .8 Claims related to roofing, if the Work involves roofing. .9 Claims related to exterior insulation finish systems (EIFS), synthetic stucco or similar exterior coatings or surfaces, if the Work involves such coatings or surfaces. .10 Claims related to earth subsidence or movement, where the Work involves such hazards. .11 Claims related to explosion, collapse and underground hazards, where the Work involves such hazards. § A.3.2.3 Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Contractor, with policy limits of not less than « One Million » ($ « $1,000,000 » ) per accident, for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles along with any other statutorily required automobile coverage. § A.3.2.4 The Contractor may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella insurance policies result in the same or greater coverage as the coverages required under Section A.3.2.2 and A.3.2.3, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § A.3.2.5 Workers’ Compensation at statutory limits. § A.3.2.6 Employers’ Liability with policy limits not less than «One Million Dollars » ($ « 1,000,000 » ) each accident, « One Million Dollars » ($ «1,000,000 » ) each employee, and « One Million Dollars » ($ « 1,000,000 » ) policy limit. § A.3.2.7 Jones Act, and the Longshore & Harbor Workers’ Compensation Act, as required, if the Work involves hazards arising from work on or near navigable waterways, including vessels and docks § A.3.2.8 If the Contractor is required to furnish professional services as part of the Work, the Contractor shall procure Professional Liability insurance covering performance of the professional services, with policy limits of not less than « One Million Dollars » ($ « 1,000,000 » ) per claim and « Two Million Dollars » ($ «2,000,000 » ) in the aggregate. Page 135 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 6 § A.3.2.9 If the Work involves the transport, dissemination, use, or release of pollutants, the Contractor shall procure Pollution Liability insurance, with policy limits of not less than «One Million Dollars » ($ « 1,000,000 » ) per claim and « Two Millions Dollars » ($ «2,000,000 » ) in the aggregate. § A.3.2.10 Coverage under Sections A.3.2.8 and A.3.2.9 may be procured through a Combined Professional Liability and Pollution Liability insurance policy, with combined policy limits of not less than «Two Million » ($ « 2,000,000 » ) per claim and «Four Million Dollars » ($ « 4,000,000 » ) in the aggregate. § A.3.2.11 Insurance for maritime liability risks associated with the operation of a vessel, if the Work requires such activities, with policy limits of not less than «One Million » ($ « 1,000,000 » ) per claim and « One Million » ($ « » ) in the aggregate. § A.3.2.12 Insurance for the use or operation of manned or unmanned aircraft, if the Work requires such activities, with policy limits of not less than « One Million » ($ « 1,000,000 » ) per claim and « One Million » ($ «1,000,000 » ) in the aggregate. § A.3.3 Contractor’s Other Insurance Coverage § A.3.3.1 Insurance selected and described in this Section A.3.3 shall be purchased from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Contractor shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, unless a different duration is stated below: (If the Contractor is required to maintain any of the types of insurance selected below for a duration other than the expiration of the period for correction of Work, state the duration.) « » § A.3.3.2 The Contractor shall purchase and maintain the following types and limits of insurance in accordance with Section A.3.3.1. (Select the types of insurance the Contractor is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance. Where policy limits are provided, include the policy limit in the appropriate fill point.) [ « » ] § A.3.3.2.1 If there is only one Contractor performing the Work on the Project, property insurance of the same type and scope satisfying the requirements identified in Section A.2.3, which, if selected in this section A.3.3.2.1, relieves the Owner of the responsibility to purchase and maintain such insurance except insurance required by Section A.2.3.1.3 and Section A.2.3.3. The Contractor shall comply with all obligations of the Owner under Section A.2.3 except to the extent provided below. The Contractor shall disclose to the Owner the amount of any deductible, and the Owner shall be responsible for losses within the deductible. Upon request, the Contractor shall provide the Owner with a copy of the property insurance policy or policies required. The Owner shall adjust and settle the loss with the insurer and be the trustee of the proceeds of the property insurance in accordance with Article 11 of the General Conditions unless otherwise set forth below: (Where the Contractor’s obligation to provide property insurance differs from the Owner’s obligations as described under Section A.2.3, indicate such differences in the space below. Additionally, if a party other than the Owner will be responsible for adjusting and settling a loss with the insurer and acting as the trustee of the proceeds of property insurance in accordance with Article 11 of the General Conditions, indicate the responsible party below.) « » [ « » ] § A.3.3.2.2 Railroad Protective Liability Insurance, with policy limits of not less than « » ($ « » ) per claim and « » ($ « » ) in the aggregate, for Work within fifty (50) feet of railroad property. [ « » ] § A.3.3.2.3 Asbestos Abatement Liability Insurance, with policy limits of not less than « » ($ « » ) per claim and « » ($ « » ) in the aggregate, for liability arising from the encapsulation, removal, handling, storage, transportation, and disposal of asbestos-containing materials. Page 136 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 7 [ « » ] § A.3.3.2.4 Insurance for physical damage to property while it is in storage and in transit to the construction site on an “all-risks” completed value form. [ « » ] § A.3.3.2.5 Property insurance on an “all-risks” completed value form, covering property owned by the Contractor and used on the Project, including scaffolding and other equipment. [ « » ] § A.3.3.2.6 Other Insurance (List below any other insurance coverage to be provided by the Contractor and any applicable limits.) Coverage Limits § A.3.4 Performance Bond and Payment Bond The Contractor 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 « 100% of Total Contract Amount» Performance Bond « 100% of Total Contract Amount» Payment and Performance Bonds shall be AIA Document A312™, Payment Bond and Performance Bond, or contain provisions identical to AIA Document A312™, current as of the date of this Agreement. ARTICLE A.4 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Insurance and Bonds Exhibit, if any, are as follows: 1. « « « Contractor’s policies shall be primary insurance to any other valid and collectible insurance available to the City with respect to any claim arising out of Contractor’s performance under this contract. 2. Contractor’s policies and Certificate of Insurance shall contain a provision that coverage afforded under the policies shall not be cancelled without at least thirty (30) days’ advanced written notice to the City, or ten (10) days’ written notice for non-payment of premium. 3. Contractor is responsible for payment of Contract related insurance premiums and deductibles. 4. If Contractor is self-insured, a Certificate of Self-Insurance must be attached. 5. Contractor’s policies shall include legal defense fees in addition to its liability policy limits, with the exception of the professional liability insurance. 6. Contractor 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. 7. An Umbrella or Excess Liability insurance policy may be used to supplement the Contractor’s policy limits on a follow-form basis to satisfy the full policy limits required by the Contract. 8. The City reserves the right to immediately terminate the contract if the Contractor is not in compliance with the insurance requirements and retains all rights to pursue any legal remedies against the contractor. 9. All insurance policies must be open to inspection by the City, and copies of policies must be submitted to the City’s authorized representative upon written request. 10. The Contractor is required to submit a Certificates of Insurance acceptable to the City as evidence of the required insurance coverage requirements. 11. The City reserves the right to modify the insurance requirements for a particular project. » Page 137 of 499 AIA® Document A232™ – 2019 General Conditions of the Contract for Construction, Construction Manager as Adviser Edition AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA 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. ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. for the following PROJECT: (Name, and location or address) Veterans Park Improvements - Aquatics 6335 Portland Ave, Richfield, MN 55423 This includes improvements to the pool, supporting areas 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) JLG Architects 710 S 2nd St 8th Floor Minneapolis, MN 55401 Phone: (612) 746-4260» Page 138 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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 Page 139 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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. Page 140 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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 Page 141 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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. § 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 Page 142 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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. 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 Page 143 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 7 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 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 Page 144 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 8 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 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. Page 145 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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. § 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 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, Page 146 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 10 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. Page 147 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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 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 148 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 12 § 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. § 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. Page 149 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 13 § 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. 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. Page 150 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 14 § 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. § 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 Page 151 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 15 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 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 Page 152 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 16 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. § 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 Page 153 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 17 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. § 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. Page 154 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 18 § 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. § 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. Page 155 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 19 § 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: .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; Page 156 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 20 .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. § 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. Page 157 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 21 § 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. 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. Page 158 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 22 § 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. § 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, Page 159 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 23 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, 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. Page 160 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 24 § 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. § 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 Page 161 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 25 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. § 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. Page 162 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 26 § 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. § 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 Page 163 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 27 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; .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 Page 164 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 28 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 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. Page 165 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 29 § 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. § 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. Page 166 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 30 § 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 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 Page 167 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 31 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 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 Page 168 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 32 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. § 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. Page 169 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 33 § 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 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 Page 170 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 34 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 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. Page 171 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 35 § 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 .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. Page 172 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 36 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. § 15.1.6 Claims for Additional Time § 15.1.6.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, notice as provided in Section 15.1.3 shall be given. The Contractor’s Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay only one Claim is necessary. § 15.1.6.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled construction. § 15.2 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, Page 173 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 37 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. § 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. 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 Page 174 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 38 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. Page 175 of 499 Exhibit B Page 176 of 499 Page 177 of 499 Page 178 of 499 Exhibit C Page 179 of 499 Page 180 of 499 Page 181 of 499 Page 182 of 499 SectioĲ ͏͏ ͓͑ ͏͏ SCOPES OF WORr Richfield Pool IıpŘoveıeĲts – BP#͐ AddeĲduı #͑ ͏͏ ͓͑ ͏͏ - ͐ SCOPES OF WORr PART ͐ – GENERAL ͐.͏͐ - IĲstŘuctioĲs ͐. SubcoĲtŘactoŘs should Řeview all scopes oċ woŘk aĲd Ĳotiċƅ the CoĲstŘuctioĲ MaĲaČeŘ oċ aĲƅ ıissiĲČ, oveŘlappiĲČ oŘ uĲcleaŘ eƄpectatioĲs. ͑. Scope ċoŘıs will be iĲcluded as aĲ eƄhibit to subcoĲtŘacts aĲd shall Ĳot be ıodified. ͒. Coıplete the bid ċoŘı as diŘected aĲd attach ’͏.͏ - GeĲeŘal ReŗuiŘeıeĲts ċoŘ All Scope oċ WoŘk’ aĲd attached the scopeϼsϽ oċ woŘk that aŘe iĲcluded iĲ ƅouŘ pŘoposal. ͐.͏͑ – Related SectioĲs A. ͏͏ ͓͐ ͏͏ - Bid FoŘı PART ͑ – WORr SCOPES ͏.͏ - GeĲeŘal ReŗuiŘeıeĲts foŘ All Scope of WoŘk ͐. TŘade CoĲtŘactoŘ has Řeviewed DivisioĲs ͏͏ aĲd ͏͐ aĲd iĲcludes all ĲecessaŘƅ costs to coıplƅ with the ŘeŗuiŘeıeĲts oċ these sectioĲs. ͑. TŘade CoĲtŘactoŘ has Řeviewed all plaĲs aĲd specificatioĲs. ͒. TŘade CoĲtŘactoŘ to assuıe staĲdaŘd daƅtiıe woŘkiĲČ houŘs uĲless Ĳoted otheŘwise. ͓. TŘade CoĲtŘactoŘ shall field veŘiċƅ eƄistiĲČ coĲditioĲs ċoŘ deficieĲcies, uĲsatisċactoŘƅ coĲditioĲs, uĲacceptable diıeĲsioĲal toleŘaĲces, aĲd Ĳotiċƅ the CoĲtŘactoŘ oċ such pŘioŘ to iĲstalliĲČ woŘk. RepaiŘs oŘ coŘŘectioĲs ŘeŗuiŘed due to uĲsatisċactoŘƅ substŘate, aċteŘ acceptaĲce shall be peŘċoŘıed at the sole eƄpeĲse oċ this TŘade CoĲtŘactoŘ. ͔. TŘade CoĲtŘactoŘ to cooŘdiĲate with otheŘ TŘade CoĲtŘactoŘs ċoŘ all coĲstŘuctioĲ puŘposes. ͕. TŘade CoĲtŘactoŘ has cŘoss ŘeċeŘeĲced all GeĲeŘal, Civil, AŘchitectuŘal, StŘuctuŘal, MechaĲical, ElectŘical, aĲd DeıolitioĲ DŘawiĲČs, aĲd iĲclude all ŘeŗuiŘed costs ċoŘ a coıplete scope peŘ the bid packaČes aĲd specificatioĲ sectioĲs beiĲČ pŘoposed upoĲ. Iċ a discŘepaĲcƅ eƄists oĲ the plaĲs, eitheŘ Ĳotiċƅ LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ iĲ wŘitiĲČ pŘioŘ to the bid date so that the issue caĲ be Řesolved via aĲ addeĲduı, oŘ iĲclude the ıoŘe eƄpeĲsive optioĲ iĲ the base bid. ͖. LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ will pŘovide each TŘade CoĲtŘactoŘ with electŘoĲic files oċ the plaĲs aĲd specificatioĲs. It will be this TŘade CoĲtŘactoŘ’s ŘespoĲsibilitƅ to pŘiĲt haŘd copies oċ the plaĲs aĲd aĲƅ subseŗueĲt chaĲČe docuıeĲts as Ĳeeded iċ awaŘded the pŘoject. ͗. At a ıiĲiıuı, TŘade CoĲtŘactoŘ will coıplƅ with OSHA ŘeČulatioĲs aĲd LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ’s Saċetƅ xŘoČŘaı duŘiĲČ the couŘse oċ the pŘoject ϼiĲcludiĲČ leadiĲČ edČe ŘetŘactable ċoŘ all leadiĲČ-edČe woŘkϽ Page 183 of 499 SectioĲ ͏͏ ͓͑ ͏͏ SCOPES OF WORr Richfield Pool IıpŘoveıeĲts – BP#͐ AddeĲduı #͑ ͏͏ ͓͑ ͏͏ - ͑ SCOPES OF WORr ͘. TŘade CoĲtŘactoŘ ıust cooŘdiĲate all woŘk aĲd deliveŘies with LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ’s oĲsite SupeŘiĲteĲdeĲt. ͐͏. TŘade CoĲtŘactoŘ shall stoŘe ıateŘials iĲ a saċe ıaĲĲeŘ which will be secuŘe, dŘƅ, aĲd peŘıit easƅ access ċoŘ iĲspectioĲ aĲd ideĲtificatioĲ. LocatioĲ shall be cooŘdiĲated with the CoĲtŘactoŘ pŘioŘ to deliveŘƅ. ͐͐. TŘade CoĲtŘactoŘ aČŘees that stoŘaČe space oĲsite is liıited aĲd Ĳot ČuaŘaĲteed, aĲd iċ such stoŘaČe is allowed, all iteıs shall be Řelocated as ĲecessaŘƅ ċoŘ the pŘoČŘess oċ the WoŘk as deteŘıiĲed bƅ the CoĲtŘactoŘ. Such ŘelocatioĲ shall be doĲe bƅ this TŘade CoĲtŘactoŘ at Ĳo additioĲal cost. ͐͑. TŘade CoĲtŘactoŘ is ŘespoĲsible ċoŘ all oƯloadiĲČ shall have oĲ-site ŘepŘeseĲtatioĲ ċoŘ Řeceipt oċ all deliveŘies to iĲclude oƯloadiĲČ. AĲƅ oƯloadiĲČ peŘċoŘıed bƅ the CoĲtŘactoŘ shall be paid ċoŘ bƅ TŘade CoĲtŘactoŘ. ͐͒. TŘade CoĲtŘactoŘ shall iĲclude all ċees, peŘıits, iĲspectioĲs, hoistiĲČ, liċtiĲČ, scaƯoldiĲČ, aĲd eŗuipıeĲt ŘeŗuiŘed to coıplete this Scope oċ WoŘk. ͓͐. LoeƯleŘ ıakes Ĳo ČuaŘaĲtee that teıpoŘaŘƅ poweŘ will be opeŘatioĲal at the staŘt aĲd duŘatioĲ oċ the TŘade CoĲtŘactoŘs scope oċ woŘk. TŘade CoĲtŘactoŘs shall pŘovide a ıeaĲs oċ poweŘ to peŘċoŘı theiŘ woŘk, iċ teıpoŘaŘƅ poweŘ is Ĳot available. ͔͐. TŘade CoĲtŘactoŘ shall take all ĲecessaŘƅ ıeasuŘes to pŘotect eƄistiĲČ coĲstŘuctioĲ aĲd eŗuipıeĲt ċŘoı daıaČe aĲd shall ŘepaiŘ daıaČe caused bƅ theiŘ eıploƅees aĲd eŗuipıeĲt. ͕͐. TŘade CoĲtŘactoŘ shall be ŘespoĲsible ċoŘ the cost oċ Ře-woŘk aĲd Ře-iĲspectioĲ ċees because oċ testiĲČ oŘ iĲspectioĲ ċailuŘe. ͖͐. All Close-Out docuıeĲts ıust be subıitted to LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ withiĲ ͐͏ daƅs oċ the pŘoject SubstaĲtial CoıpletioĲ date. FiĲal paƅıeĲt aĲd ŘetaiĲaČe will be held uĲtil all Close-Out docuıeĲts have beeĲ Řeceived. All Close-Out docuıeĲts shall be issued iĲ both haŘd copƅ aĲd electŘoĲic ċoŘıat ϼxDFϽ. ͐͗. Each TŘade CoĲtŘactoŘ will pŘovide dailƅ cleaĲiĲČ oċ theiŘ woŘk aŘeas. DebŘis shall be placed iĲ duıpsteŘs pŘovided bƅ LoeƯleŘ. This shall be cooŘdiĲated with the xŘoject SupeŘiĲteĲdeĲt. Iċ ƅouŘ coıpaĲƅ ċails to ıeet this ŘeŗuiŘeıeĲt, LoeƯleŘ will back chaŘČe accoŘdiĲČlƅ. ͐͘. TŘade CoĲtŘactoŘ xŘoject MaĲaČeŘ aĲd theiŘ FoŘeıaĲ shall paŘticipate iĲ a ıaĲdatoŘƅ pŘe- iĲstallatioĲ ıeetiĲČ pŘioŘ to beČiĲĲiĲČ aĲƅ woŘk. ͑͏. TŘade CoĲtŘactoŘ uĲdeŘstaĲd that LoeƯleŘ ċollows COVD-͐͘ ČuidaĲce as pŘepaŘed bƅ the CDC, OSHA aĲd otheŘ public oƯicials. ͑͐. IĲclude ıultiple ıobilizatioĲs as ĲecessaŘƅ to coıplete ƅouŘ Řespective scopeϼsϽ oċ woŘk. ͑͑. TŘade CoĲtŘactoŘs peŘċoŘıiĲČ aĲƅ stŘuctuŘal peĲetŘatioĲs shall iĲclude GxR scaĲĲiĲČ pŘioŘ to staŘtiĲČ. Page 184 of 499 SectioĲ ͏͏ ͓͑ ͏͏ SCOPES OF WORr Richfield Pool IıpŘoveıeĲts – BP#͐ AddeĲduı #͑ ͏͏ ͓͑ ͏͏ - 7 SCOPES OF WORr ͒͑.͓ - FeĲces & Gates SpecificatioĲs IĲcluded: ͒͑ ͒͐ ͐͒ Scope oċ WoŘk: ͐. IĲclude ċuŘĲish aĲd iĲstallatioĲ oċ all Ĳew ċeĲciĲČ aĲd Čates as called ċoŘ iĲ the plaĲs aĲd specificatioĲs. IĲcludes pŘivacƅ slats as ŘeŗuiŘed. ͑. IĲclude all pŘivate utilitƅ locates pŘioŘ to eƄcavatioĲ aĲd post placeıeĲts ċoŘ Ĳew ċeĲce ċootiĲČs. ͒. IĲclude laƅout ċoŘ all woŘk. ͓. TŘade CoĲtŘactoŘ to ċuŘĲish aĲd iĲstall all coĲcŘete ċootiĲČs aĲd subČŘade ċoŘ ċeĲces aĲd Čates. IĲclude aĲƅ ŘeiĲċoŘceıeĲt aĲd sealaĲts ċoŘ this woŘk called out iĲ the plaĲs aĲd specs. ͔. IĲclude Řeıoval oċ all eƄistiĲČ ċeĲce aĲd ċootiĲČs as showĲ iĲ dŘawiĲČs aĲd specificatioĲs. ͕. TŘade coĲtŘactoŘ is ŘespoĲsible ċoŘ a ͐͏͏% secuŘe site duŘiĲČ ċeĲciĲČ ŘeplaceıeĲt. ͖. IĲclude the pŘotectioĲ oċ all eƄistiĲČ pŘopeŘtƅ. TŘade CoĲtŘactoŘ will be ŘespoĲsible ċoŘ fiƄiĲČ aĲd ŘestoŘiĲČ aĲƅ aƯected aŘeas back to like Ĳew coĲditioĲs. ͗. IĲclude all ĲecessaŘƅ peŘıits, obstŘuctioĲ peŘıits aĲd tŘaƯic coĲtŘol ŘeŗuiŘed ċoŘ ƅouŘ scope oċ woŘk. ͘. IĲclude ıeaĲs aĲd ıethods to accouĲt ċoŘ tŘuckiĲČ Řoad ŘestŘictioĲs ϼiċ ĲeededϽ, iĲcludiĲČ but Ĳot liıited to, shoŘt loads. ͐͏. TŘade CoĲtŘactoŘ is ŘespoĲsible to ıaiĲtaiĲ ıeaĲs oċ iĲČŘess aĲd eČŘess while woŘkiĲČ oĲsite. ͐͐. IĲclude ıultiple ıobilizatioĲs as ŘeŗuiŘed to coıplete this scope oċ woŘk. ͐͑. IĲclude aĲ additioĲal ϼ͓͑Ͻ houŘs based oĲ hiČhest waČe Řate listed oĲ the Bid xŘoposal FoŘı. HouŘs to be used thŘouČhout the duŘatioĲ oċ the pŘoject at the diŘectioĲ aĲd discŘetioĲ oċ the CoĲstŘuctioĲ MaĲaČeŘ SupeŘiĲteĲdeĲt. ͐͒. IĲclude aĲ additioĲal $͐͏,͏͏͏ ċoŘ ıateŘials Ĳot cuŘŘeĲtlƅ showĲ oĲ plaĲs. To be utilized thŘouČhout the duŘatioĲ oċ the pŘoject at the diŘectioĲ aĲd discŘetioĲ oċ the LoeƯleŘ SupeŘiĲteĲdeĲt. UĲit PŘices: #: DescŘiptioĲ: Total AıouĲt: CiŘcle Add / Deduct: $ ADD / DEDUCT $ ADD / DEDUCT Page 185 of 499 ID Task Name Duration Start Finish % Complete 0 RiĐhfield VeteƌaŶs Paƌk IŵpƌoveŵeŶts - AƋuatiĐs Aƌea Ϯϲϰ daǇsMoŶ ϱ/ϭϮ/ϮϱSat ϱ/Ϯϯ/Ϯϲ ϵ% 51 Pool PƌeĐoŶstƌuĐtioŶ ϭϳϭ daǇsMoŶ ϱ/ϭϮ/ϮϱTue ϭ/ϭϯ/Ϯϲ Ϯϭ% 52 DesigŶ SeƌviĐes ϴϭ daǇs MoŶ ϱ/ϭϮ/ϮϱThu ϵ/ϰ/Ϯϱ ϲϱ% 55 EstiŵatiŶg ϭϱ daǇs Tue ϲ/ϭϬ/Ϯϱ MoŶ ϲ/ϯϬ/Ϯϱ ϭϬ... 57 Tƌade CoŶtƌaĐtoƌ BiddiŶg ϯϬ daǇs Fƌi ϵ/ϱ/Ϯϱ Thu ϭϬ/ϭϲ/Ϯϱ Ϭ% 58 BiddiŶg Period ϯ ǁks Fri ϵ/ϱ/Ϯϱ Thu ϵ/Ϯϱ/Ϯϱ Ϭ% 59 CoŶtraĐtiŶg ϯ ǁks Fri ϵ/Ϯϲ/Ϯϱ Thu ϭϬ/ϭϲ/Ϯϱ Ϭ% 60 PƌoĐuƌeŵeŶt ϲϬ daǇs Fƌi ϭϬ/ϭϳ/Ϯϱ Tue ϭ/ϭϯ/Ϯϲ Ϭ% 61 Pool LiŶer ;PlasterͿ ϰ ǁks Fri ϭϬ/ϭϳ/Ϯϱ Thu ϭϭ/ϭϯ/Ϯϱ Ϭ% 62 Site LightiŶg ϲ ǁks Fri ϭϬ/ϭϳ/Ϯϱ Fri ϭϭ/Ϯϴ/Ϯϱ Ϭ% 63 MaiŶ Pool PlaǇ Features ϭϮ ǁks Fri ϭϬ/ϭϳ/Ϯϱ Tue ϭ/ϭϯ/Ϯϲ Ϭ% 64 )ero Depth Pool PlaǇ Features ϭϮ ǁks Fri ϭϬ/ϭϳ/Ϯϱ Tue ϭ/ϭϯ/Ϯϲ Ϭ% 1 CoŶstƌuĐtioŶ - Pool ;SĐhedule to ďe CoŶfiƌŵedͿ ϭϳϳ daǇsSuŶ ϵ/ϳ/Ϯϱ Fƌi ϱ/ϭϱ/Ϯϲ Ϭ% 25 Pool ClosiŶg Ϭ daǇs SuŶ ϵ/ϳ/Ϯϱ SuŶ ϵ/ϳ/Ϯϱ Ϭ% 2 MoďilizatioŶ ϯ daǇs Fri ϭϬ/ϭϳ/Ϯϱ Tue ϭϬ/Ϯϭ/Ϯϱ Ϭ% 27 Eǆteƌioƌ Site Woƌk ϭϯϴ daǇsWed ϭϬ/ϮϮ/ϮϱWed ϱ/ϲ/Ϯϲ Ϭ% 28 Culǀert Repair ϭ ǁk Wed ϭϬ/ϮϮ/ϮϱTue ϭϬ/Ϯϴ/Ϯϱ Ϭ% 29 GradiŶg / RetaiŶiŶg Wall ϯ ǁks Wed ϭϬ/ϮϮ/ϮϱTue ϭϭ/ϭϭ/Ϯϱ Ϭ% 33 Reŵoǀe aŶd ReplaĐe Pool FeŶĐiŶg ϯ ǁks Wed ϭϬ/ϮϮ/ϮϱTue ϭϭ/ϭϭ/Ϯϱ Ϭ% 31 IrrigatioŶ Ϯ ǁks Wed ϭϭ/ϭϮ/ϮϱTue ϭϭ/Ϯϱ/Ϯϱ Ϭ% 30 Sod ϴ daǇs MoŶ ϰ/Ϯϳ/ϮϲWed ϱ/ϲ/Ϯϲ Ϭ% 32 ReplaĐe Site LightiŶg ǁ/ LED Fiǆtures ϭ ǁk MoŶ ϰ/Ϯϳ/ϮϲFri ϱ/ϭ/Ϯϲ Ϭ% 34 AƋuatiĐs ϭϰϱ daǇsWed ϭϬ/ϮϮ/ϮϱFƌi ϱ/ϭϱ/Ϯϲ Ϭ% 35 Reŵoǀe EǆistiŶg PlaǇ Features / Drop Slide Ϯ ǁks Wed ϭϬ/ϮϮ/ϮϱTue ϭϭ/ϰ/Ϯϱ Ϭ% 36 Reŵoǀe EǆistiŶg Pool FiŶishes ϮϬ daǇs Wed ϭϬ/ϮϮ/ϮϱTue ϭϭ/ϭϴ/Ϯϱ Ϭ% 46 MaiŶ Pool - ReplaĐe MaiŶ DraiŶs ϭ ǁk Wed ϭϬ/ϮϮ/ϮϱTue ϭϬ/Ϯϴ/Ϯϱ Ϭ% 44 ReplaĐe LaŶe LiŶe AŶĐhors ϭ ǁk MoŶ ϭϬ/Ϯϳ/ϮϱFri ϭϬ/ϯϭ/Ϯϱ Ϭ% 45 )ero-Depth Pool - ReplaĐe MaiŶ DraiŶs ϭ ǁk Wed ϭϬ/Ϯϵ/ϮϱTue ϭϭ/ϰ/Ϯϱ Ϭ% 37 RestoratioŶ of Pool Slides ϭϲ ǁks MoŶ ϭ/ϱ/Ϯϲ MoŶ ϰ/Ϯϳ/Ϯϲ Ϭ% 38 Re-Plaster )ero-Depth Pool ϭ ǁk MoŶ ϰ/ϮϬ/ϮϲFri ϰ/Ϯϰ/Ϯϲ Ϭ% 49 ReplaĐeŵeŶt of filter saŶd Ϯ ǁks MoŶ ϰ/ϮϬ/ϮϲFri ϱ/ϭ/Ϯϲ Ϭ% 9/5 Bidding Period 9/26 Contracting 10/17 Pool Liner (Plaster) 10/17 Site Lighting 10/17 Main Pool Play Features 10/17 Zero Depth Pool Play Features 9/7 Pool Closing 10/17 Mobilization 10/22 Culvert Repair 10/22 Grading / Retaining Wall 10/22 Remove and Replace Pool Fencing 11/12 Irrigation 4/27 Sod 4/27 Replace Site Lighting w/ LED Fixtures 10/22 Remove Existing Play Features / Drop Slide 10/22 Remove Existing Pool Finishes 10/22 Main Pool - Replace Main Drains 10/27 Replace Lane Line Anchors 10/29 Zero-Depth Pool - Replace Main Drains 1/5 Restoration of Pool Slides 4/20 Re-Plaster Zero-Depth Pool 4/20 Replacement of filter sand Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep OctQtr 2, 2025 Qtr 3, 2025 Qtr 4, 2025 Qtr 1, 2026 Qtr 2, 2026 Qtr 3, 2026 Qtr 4, 2026 Richfield - Veteran' Park ImprovmentsPreliminary ScheduleTue 8/26/25 Page 1 Page 186 of 499 ID Task Name Duration Start Finish % Complete 39 Re-Plaster MaiŶ Pool Ϯ ǁks MoŶ ϰ/Ϯϳ/ϮϲFri ϱ/ϴ/Ϯϲ Ϭ% 42 )ero-Depth Pool Gutter / JoiŶt / IŶlet Repairs ϭ ǁk MoŶ ϰ/Ϯϳ/ϮϲFri ϱ/ϭ/Ϯϲ Ϭ% 43 )ero Depth - IŶstall Pool PlaǇ Features ϭ ǁk MoŶ ϰ/Ϯϳ/ϮϲFri ϱ/ϭ/Ϯϲ Ϭ% 40 MaiŶ Pool PlaǇ Features ϭ ǁk MoŶ ϱ/ϰ/Ϯϲ Fri ϱ/ϴ/Ϯϲ Ϭ% 47 Restore Waterslide Toǁer ;Re-paiŶtͿ Ϯ ǁks MoŶ ϱ/ϰ/Ϯϲ Fri ϱ/ϭϱ/Ϯϲ Ϭ% 41 ReĐaulk Pool CopiŶg JoiŶts ϭ ǁk MoŶ ϱ/ϭϭ/ϮϲFri ϱ/ϭϱ/Ϯϲ Ϭ% 48 Waterproof Gutters ϭ ǁk MoŶ ϱ/ϭϭ/ϮϲFri ϱ/ϭϱ/Ϯϲ Ϭ% 3 Bath House IŵpƌoveŵeŶts ϴϬ daǇs MoŶ ϭ/ϱ/Ϯϲ Fƌi ϰ/Ϯϰ/Ϯϲ Ϭ% 4 DeŵolitioŶ / Reŵoǀals Ϯ ǁks MoŶ ϭ/ϱ/Ϯϲ Fri ϭ/ϭϲ/Ϯϲ Ϭ% 5 TeŵpoƌaƌǇ HeatiŶg ϲϲ daǇs MoŶ ϭ/ϱ/Ϯϲ MoŶ ϰ/ϲ/Ϯϲ Ϭ% 17 MEP DisĐoŶŶeĐts / Make Safe ϭ ǁk MoŶ ϭ/ϱ/Ϯϲ Fri ϭ/ϵ/Ϯϲ Ϭ% 18 MeĐhaŶiĐal RoughiŶs ϯ ǁks MoŶ ϭ/ϭϵ/ϮϲFri Ϯ/ϲ/Ϯϲ Ϭ% 24 MasoŶrǇ Walls / PatĐhiŶg Ϯ ǁks MoŶ ϭ/ϭϵ/ϮϲFri ϭ/ϯϬ/Ϯϲ Ϭ% 15 IŶterior PaiŶtiŶg ϭ ǁk MoŶ Ϯ/Ϯ/Ϯϲ Fri Ϯ/ϲ/Ϯϲ Ϭ% 20 EleĐtriĐal RoughiŶ Ϯ ǁks MoŶ Ϯ/Ϯ/Ϯϲ Fri Ϯ/ϭϯ/Ϯϲ Ϭ% 8 IŶterior Slaď PatĐhiŶg ϭ ǁk MoŶ Ϯ/ϵ/Ϯϲ Fri Ϯ/ϭϯ/Ϯϲ Ϭ% 10 Oǀerhead CoiliŶg Door Shroud ϭ daǇ MoŶ Ϯ/ϵ/Ϯϲ MoŶ Ϯ/ϵ/Ϯϲ Ϭ% 11 QuarrǇ Tile FlooriŶg ǁ/QuarrǇ Tile Base ϴ daǇs MoŶ Ϯ/ϵ/Ϯϲ Wed Ϯ/ϭϴ/Ϯϲ Ϭ% 21 MeĐhaŶiĐal - DuĐt CleaŶiŶg Ϯ daǇs MoŶ Ϯ/ϵ/Ϯϲ Tue Ϯ/ϭϬ/Ϯϲ Ϭ% 12 ϮǆϮ ViŶǇl Coated ACT Grid ;CoŶĐessioŶͿ Ϯ daǇs MoŶ Ϯ/ϭϲ/ϮϲTue Ϯ/ϭϳ/Ϯϲ Ϭ% 19 MeĐhaŶiĐal Triŵ & FiŶish Ϯ ǁks Wed Ϯ/ϭϴ/ϮϲTue ϯ/ϯ/Ϯϲ Ϭ% 22 EleĐtriĐal - Neǁ LightiŶg Ϯ ǁks Wed Ϯ/ϭϴ/ϮϲTue ϯ/ϯ/Ϯϲ Ϭ% 9 ReiŶstall / IŶstall Neǁ SpeĐialties ϭ ǁk Thu Ϯ/ϭϵ/Ϯϲ Wed Ϯ/Ϯϱ/Ϯϲ Ϭ% 13 ϮǆϮ ViŶǇl Coated ACT ;CoŶĐessioŶͿ ϯ daǇs Wed ϯ/ϰ/Ϯϲ Fri ϯ/ϲ/Ϯϲ Ϭ% 14 EpoǆǇ Floor Ϯ ǁks Wed ϯ/ϰ/Ϯϲ Tue ϯ/ϭϳ/Ϯϲ Ϭ% 23 EleĐtriĐal Triŵ & FiŶish Ϯ ǁks Wed ϯ/ϭϴ/ϮϲTue ϯ/ϯϭ/Ϯϲ Ϭ% 16 Eǆterior PaiŶtiŶg ϭ ǁk MoŶ ϰ/ϮϬ/ϮϲFri ϰ/Ϯϰ/Ϯϲ Ϭ% 26 SuďstaŶtial CoŵpletioŶ Ϭ daǇs Fƌi ϱ/ϭϱ/Ϯϲ Fƌi ϱ/ϭϱ/Ϯϲ Ϭ% 65 CitǇ Pool Fill & CoŵŵissioŶiŶg ϳ daǇs MoŶ ϱ/ϭϭ/ϮϲTue ϱ/ϭϵ/Ϯϲ Ϭ% 50 Pool GƌaŶd OpeŶiŶg Ϭ daǇs Sat ϱ/Ϯϯ/Ϯϲ Sat ϱ/Ϯϯ/Ϯϲ Ϭ% 4/27 Re-Plaster Main Pool 4/27 Zero-Depth Pool Gutter / Joint / Inlet Repairs 4/27 Zero Depth - Install Pool Play Features 5/4 Main Pool Play Features 5/4 Restore Waterslide Tower (Re-paint) 5/11 Recaulk Pool Coping Joints 5/11 Waterproof Gutters 1/5 Demolition / Removals 1/5 MEP Disconnects / Make Safe 1/19 Mechanical Roughins 1/19 Masonry Walls / Patching 2/2 Interior Painting 2/2 Electrical Roughin 2/9 Interior Slab Patching 2/9 Overhead Coiling Door Shroud 2/9 Quarry Tile Flooring w/Quarry Tile Base 2/9 Mechanical - Duct Cleaning 2/16 2x2 Vinyl Coated ACT Grid (Concession) 2/18 Mechanical Trim & Finish 2/18 Electrical - New Lighting 2/19 Reinstall / Install New Specialties 3/4 2x2 Vinyl Coated ACT (Concession) 3/4 Epoxy Floor 3/18 Electrical Trim & Finish 4/20 Exterior Painting 5/15 Substantial Completion 5/11 City Pool Fill & Commissioning 5/23 Pool Grand Opening Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep OctQtr 2, 2025 Qtr 3, 2025 Qtr 4, 2025 Qtr 1, 2026 Qtr 2, 2026 Qtr 3, 2026 Qtr 4, 2026 Richfield - Veteran' Park ImprovmentsPreliminary ScheduleTue 8/26/25 Page 2 Page 187 of 499 Contractor parking, staging and dumpster location Material & Equipment access/egress options. Protect existing surfaces as necessary New Splash Pad 8' wide access path. Prep and repair turf upon completion in addition to other turf repairs per plans. Maintain security fencing as needed with existing, new, or temporary fence through project duration. Site shall be secure at all times. Assume a minimum of 250 LF of temporary fencing panels and bases are needed throughout duration of the project. Site Logistics - Richfield Pool Renovation Protect existing sprinkler lines and heads. Repair if necessary. Page 188 of 499 (1949259842) AIA® Document A132™ – 2019 Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition AIA Document A132™ – 2019. Copyright © 1975, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:03 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Documents A232™– 2019, General Conditions of the Contract for Construction, 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. AIA Document A232™–2019 is adopted in this document by reference. Do not use with other general conditions unless this document is modified. ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AGREEMENT made as of the «29th » day of «October » in the year «Two Thousand Twenty-Five » (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 Contractor: (Name, legal status, address, and other information) «Aqua Logic, Inc. 501 Industrial Blvd. Waconia, MN 55387 952-856-7550» for the following Project: (Name, location, and detailed description) «Veterans Park Improvements - Aquatics» «6335 Portland Ave, Richfield, MN 55423 This includes improvements to the pool, supporting areas and building improvements. » 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» The Architect: (Name, legal status, address, and other information) «JLG Architects 710 S 2nd St 8th Floor Minneapolis, MN 55401 Phone: (612) 746-4260 The Owner and Contractor agree as follows. Page 189 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 2 / User Notes: (1949259842) 212397v2 TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 DATE OF COMMENCEMENT AND DATES OF SUBSTANTIAL COMPLETION 4 CONTRACT SUM 5 PAYMENTS 6 DISPUTE RESOLUTION 7 TERMINATION OR SUSPENSION 8 MISCELLANEOUS PROVISIONS 9 ENUMERATION OF CONTRACT DOCUMENTS EXHIBIT A INSURANCE AND BONDS EXHIBIT B DETERMINATION OF THE COST OF THE WORK ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary, and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 9. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 3 DATE OF COMMENCEMENT AND DATES OF SUBSTANTIAL COMPLETION § 3.1 The date of commencement of the Work shall be: (Check one of the following boxes.) [ « X » ] The date of this Agreement. [ « » ] 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.) « » If a date of commencement of the Work is not selected, then the date of commencement shall be the date of this Agreement. § 3.2 The Contract Time shall be measured from the date of commencement of the Work. Page 190 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 3 / User Notes: (1949259842) 212397v2 § 3.3 Substantial Completion of the Project or Portions Thereof § 3.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the date of Substantial Completion of the Work of all of the Contractors for the Project will be: (Insert the date of Substantial Completion of the Work of all Contractors for the Project.) «Substantial Completion: 5/15/2026 Final Completion: 5/23/2026» § 3.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work of all of the Contractors for the Project are to be completed prior to Substantial Completion of the entire Work of all of the Contractors for the Project, the Contractors shall achieve Substantial Completion of such portions by the following dates: Portion of Work Substantial Completion Date TBD § 3.4 When the Work of this Contract, or any Portion Thereof, is Substantially Complete § 3.4.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall substantially complete the entire Work of this Contract: (Check one of the following boxes and complete the necessary information.) [ « » ] Not later than « » ( « » ) calendar days from the date of commencement of the Work. [ « X » ] By the following date: «5/15/2026» § 3.4.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work of this Contract are to be substantially complete prior to when the entire Work of this Contract shall be substantially complete, the Contractor shall substantially complete such portions by the following dates: Portion of Work Date to be substantially complete Replaster Main Pool 5/8/2026 § 3.4.3 If the Contractor fails to substantially complete the Work of this Contract, or portions thereof, as provided in this Section 3.4, liquidated damages, if any, shall be assessed as set forth in Section 4.5. ARTICLE 4 CONTRACT SUM § 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of the Contract. The Contract Sum shall be one of the following: (Check the appropriate box.) [ «X » ] Stipulated Sum, in accordance with Section 4.2 below § 4.2 Stipulated Sum § 4.2.1 The Contract Sum shall be «Seven hundred ninety eight thousand dollars even, $798,000 » ), subject to additions and deductions as provided in the Contract Documents. § 4.2.2 Alternates § 4.2.2.1 Alternates, if any, included in the Contract Sum: Item Price n/a Page 191 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 4 / User Notes: (1949259842) 212397v2 § 4.2.2.2 Subject to the conditions noted below, the following alternates may be accepted by the Owner following execution of this Agreement. Upon acceptance, the Owner shall issue a Modification to this Agreement. (Insert below each alternate and the conditions that must be met for the Owner to accept the alternate.) Item Price Conditions for Acceptance n/a § 4.2.3 Allowances, if any, included in the Contract Sum: (Identify each allowance.) Item Price 100 labor hours @ $88.50/hr Temporary Protection & Materials $8,850.00 $10,000.00 § 4.2.4 Unit prices, if any: (Identify the item and state the unit price, and quantity limitations, if any, to which the unit price will be applicable.) Item Units and Limitations Price per Unit ($0.00) Journeyman labor Foreman labor Gen. Foreman labor Per Hour Per Hour Per Hour $82.00 regular $85.50 regular $88.50 regular § 4.3 INTENTIONALLY OMITTED § 4.4 INTENTIONALLY OMITTED § 4.5 Liquidated damages, if any: (Insert terms and conditions for liquidated damages, if any, to be assessed in accordance with Section 3.4.) «See Section 8.8.2 » § 4.6 Other: (Insert provisions for bonus, cost savings or other incentives, if any, that might result in a change to the Contract Sum.) « N/A » ARTICLE 5 PAYMENTS § 5.1 Progress Payments § 5.1.1 Based upon Applications for Payment submitted to the Construction Manager by the Contractor, and Certificates for Payment issued by the Construction Manager and Architect, the Owner shall make progress payments on account of the Contract Sum, to the Contractor, as provided below and elsewhere in the Contract Documents. § 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: « » § 5.1.3 When an Application for Payment is received by the Construction Manager, payment of the amount certified shall be made by the Owner not later than «thirty-five » ( «35 » ) days after the Construction Manager receives and certifies the Application for Payment. Unless expressly otherwise agreed in this Page 192 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 5 / User Notes: (1949259842) 212397v2 Contract, payments and payment disputes shall be governed by the Prompt Payment of Local Government Bills, Minn. Stat. Sec. 471.425 (“Prompt Payment Act”). (Federal, state or local laws may require payment within a certain period of time.) § 5.1.3.1 Prompt Payment to Subcontractors Required by MN Law. The Contractor shall pay each Subcontractor no later than ten 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. Per 471.425 Minnesota Statutes, the prime contractor must pay any subcontractor within ten days of the prime contractor’s receipt of payment from the Public Body/Owner for undisputed services provided by the subcontractor. The prime contractor must pay the subcontractor interest of 1 ½ percent per month on any disputed amounts not paid on time. The minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. For an unpaid balance of less than $100, the prime contractor shall pay the actual penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from a prime contractor must be awarded its costs and disbursements, including attorney’s fees, incurred in bringing the action. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub- subcontractors in a similar manner. § 5.1.4 Progress Payments Where the Contract Sum is Based on a Stipulated Sum § 5.1.4.1 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form, and supported by such data to substantiate its accuracy, as the Construction Manager and Architect may require. This schedule of values shall be used as a basis for reviewing the Contractor’s Applications for Payment. § 5.1.4.2 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. § 5.1.4.3 In accordance with AIA Document A232™–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition, as modified, and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: § 5.1.4.3.1 The amount of each progress payment shall first include: .1 That portion of the Contract Sum properly allocable to completed Work; .2 That portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction, or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing; and .3 That portion of Construction Change Directives that the Architect determines, in the Architect’s professional judgment, to be reasonably justified. § 5.1.4.3.2 The amount of each progress payment shall then be reduced by: .1 The aggregate of any amounts previously paid by the Owner; .2 The amount, if any, for Work that remains uncorrected and for which the Architect has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A232–2019; .3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Contractor intends to pay; .4 For Work performed or defects discovered since the last payment application, any amount for which the Architect may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A232–2019; and .5 Retainage withheld pursuant to Section 5.1.7. § 5.1.5 INTENTIONALLY OMITTED Page 193 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 6 / User Notes: (1949259842) 212397v2 § 5.1.6 INTENTIONALLY OMITTED § 5.1.7 Retainage § 5.1.7.1 For each progress payment made prior to when the Work of this Contract is substantially complete, the Owner may withhold the following amount, as retainage, from the payment otherwise due: (Insert a percentage or amount to be withheld as retainage from each Application for Payment. The amount of retainage may be limited by governing law.) «Five percent (5%) » § 5.1.7.1.1 The following items are not subject to retainage: (Insert any items not subject to the withholding of retainage, such as general conditions, insurance, etc.) « » § 5.1.7.2 Reduction or limitation of retainage, if any, shall be as follows: (If the retainage established in Section 5.1.7.1 is to be modified prior to when the entire Work of this Contract is substantially complete, including modifications for completion of portions of the Work as provided in Section 3.4.2, insert provisions for such modifications.) «No reduction in retainage until substantial completion » § 5.1.7.3 Except as set forth in this Section 5.1.7.3, when the Work of this Contract is substantially complete, the Contractor may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 5.1.7. The Application for Payment submitted when the Work of this Contract is substantially complete shall not include retainage as follows: (Insert any other conditions for release of retainage when the Work of this Contract is substantially complete, or upon Substantial Completion of the Work of all Contractors on the Project or portions thereof.) « As set forth in A232-2019 General Conditions Section 9.8.6 » § 5.2 Final Payment § 5.2.1 Final Payment Where the Contract Sum is Based on a Stipulated Sum § 5.2.1.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when .1 the Contractor has fully performed the Contract except for the Contractor’s responsibility to correct Work as provided in Article 12 of AIA Document A232–2019, and to satisfy other requirements, if any, which extend beyond final payment; and .2 a final Certificate for Payment or Project Certificate for Payment has been issued by the Architect. § 5.2.1.2 The Owner’s final payment to the Contractor shall be made no later than 30 days after the issuance of the final Certificate for Payment or Project Certificate for Payment § 5.3 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if any.) « 4 » % « per annum » « » Page 194 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 7 / User Notes: (1949259842) 212397v2 ARTICLE 6 DISPUTE RESOLUTION § 6.1 Initial Decision Maker The Architect will serve as Initial Decision Maker pursuant to Article 15 of AIA Document A232–2019, unless the parties appoint below another individual, not a party to this Agreement, to serve as Initial Decision Maker. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.) § 6.2 Binding Dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Article 15 of AIA Document A232– 2019, the method of binding dispute resolution shall be as follows: (Check the appropriate box.) [ «X » ] Litigation in a court of competent jurisdiction, in the county where the project is located. If the Owner and Contractor do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction. ARTICLE 7 TERMINATION OR SUSPENSION § 7.1 Where the Contract Sum is a Stipulated Sum § 7.1.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A232–2019. § 7.1.1.1 If the Contract is terminated for the Owner’s convenience in accordance with Article 14 of AIA Document A232–2019, then the Owner shall pay the Contractor a termination fee as follows: (Insert the amount of, or method for determining, the fee, if any, payable to the Contractor following a termination for the Owner’s convenience.) «N/A. » § 7.1.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A232–2019. § 7.2 INTENTIONALLY OMITTED § 7.3 Suspension The Work may be suspended by the Owner as provided in Article 14 of AIA Document A232–2019; in such case, the Contract Sum and Contract Time shall be increased as provided in Article 14 of AIA Document A232–2019, except that the term “profit” shall be understood to mean the Contractor’s Fee as described in Section 4.3.2 or 4.4.2, as applicable, of this Agreement. ARTICLE 8 MISCELLANEOUS PROVISIONS § 8.1 Where reference is made in this Agreement to a provision of AIA Document A232–2019 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 8.2 The Owner’s representative: (Name, address, email address, and other information) «Karl Huemiller Recreation Services Director 7000 Nicollet Ave. Richfield, MN 55423 (P) 612-861-9387 Page 195 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 8 / User Notes: (1949259842) 212397v2 khuemiller@richfieldmn.gov» § 8.3 The Contractor’s representative: (Name, address, email address, and other information) « Ryan Johnson, PM Aqua Logic, Inc. 501 Industrial Blvd. Waconia, MN 55387 763-568-8642 rkjohnson@aquali.com » § 8.4 Neither the Owner’s nor the Contractor’s representative shall be changed without ten days’ prior notice to the other party. § 8.5 Insurance and Bonds § 8.5.1 The Owner and the Contractor shall purchase and maintain insurance as set forth in AIA Document A132™–2019, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition, Exhibit A, Insurance and Bonds, and elsewhere in the Contract Documents. § 8.5.2 The Contractor shall provide bonds as set forth in AIA Document A132™–2019, Exhibit A, and elsewhere in the Contract Documents. § 8.6 Notice in electronic format, pursuant to Article 1 of AIA Document A232–2019, may be given in accordance with AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, if completed, or as otherwise set forth below: (If other than in accordance with AIA Document E203–2013, insert requirements for delivering notice in electronic format such as name, title, and email address of the recipient and whether and how the system will be required to generate a read receipt for the transmission.) « » § 8.7 Relationship of the Parties Where the Contract is based on the Cost of the Work plus the Contractor’s Fee, with or without a Guaranteed Maximum Price, the Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Contractor’s skill and judgment in furthering the interests of the Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner’s interests. The Owner agrees to furnish and approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents. § 8.8 Other provisions: § 8.8.1 MN PREVAILING WAGE § 8.8.1.1 Wage Determination This is a prevailing wage project. All contractor and subcontractors shall pay at least the minimum prevailing wage as published by the State of Minnesota and conform to the labor laws of the State of Minnesota and all other laws, ordinances, and legal requirements affecting their work in Minnesota. § 8.8.1.2 Pursuant to Minnesota Statutes 177.43, “No laborer or mechanic employed directly upon the project worksite by the contractor or any subcontractor, agent, or other person doing or contracting to do all or a part of the work on the project, shall be permitted or required to work more hours than the prevailing hours of labor unless such laborer or mechanic is paid for all hours in excess of the prevailing hours at a rate of at least 1-1/2 times his hourly basic rate of pay; nor shall he be paid a lesser rate of wages than the Page 196 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 9 / User Notes: (1949259842) 212397v2 prevailing wage rate in the same or most similar trade or occupation area.” Nothing in this contract shall be construed as prohibiting the contractor or subcontractor from paying the negotiated wage rate. § 8.8.1.3 Any project with an estimated total cost of more than $25,000 must comply with Minnesota Statute 177.41-44, which is commonly known as The Little Davis Bacon Act. To facilitate compliance pursuant to the Statute, wage determinations were prepared for different trades for each county from which labor for said project would be secured. It is the stated public policy of M.S. 177.41 as follows: “It is in the public interest that public buildings and other public works be constructed and maintained by the best means and highest quality of labor reasonably available, and that persons working on public works be compensated according to the real value of the services they perform. It is therefore declared to be the public policy of this State that wages of laborers, workmen, and mechanics engaged in State project would be comparable to wages paid for similar work in the community as a whole.” Any wage determinations which are found not to be so promulgated do not relieve the contractor from any responsibility for paying the prevailing wage rate of the trade in question. Additional classifications may develop between certification by the Minnesota Department of Labor and Industry. Therefore, no inferences may be drawn from the omission of a classification which has local usage. Further, the Owner will not be liable for increased labor cost, errors in the rates of classifications, or changes to same prior to the awarding of contracts. § 8.8.1.4 Information pertaining to the prevailing wage rates, prevailing hours of labor and hourly basic rates may be obtained from the Minnesota Department of Labor and Industry. Said wage rates must be posted in at least one conspicuous place for the employees working on the project. Failure to do so, by any Contractor, subcontractor, or agent, who, after executing a contract in compliance with this section, pays to any laborer, workman, or mechanic employed directly on the project, a lesser wage for work done on the project than the prevailing wage rate, shall be fined $3700 or imprisoned for not more than 90 days or both. Each day any violation of this section continues shall be a separate offense. Prevailing wage rates for this project are attached at the end of this section. § 8.8.1.5 Specification Section marked “PREVAILING WAGES” contains the Minnesota Department of Labor and Industry prevailing wages for this project. § 8.8.1.6 Any violation of Minnesota Statue 177.42-44 shall be reported to the Minnesota Department of Labor and Industry. § 8.8.1.7 The Contractor shall also furnish with each Application for Payment Certified Payroll Statements, setting forth the wages and benefits paid each employee during the time period covered by the Application for Payment, specifying for each employee: name; identifying number; prevailing wage master job classification; hours worked each day; total hours; rate of pay; gross amount earned; each deduction for taxes; total deductions; net pay for week; dollars contributed per hour for each benefit, including name and address of administrator; benefit account number; and telephone number for health and welfare, vacation or holiday, apprenticeship training, pension, and other benefit programs. § 8.8.2 LIQUIDATED DAMAGES § 8.8.2.1 Contractor acknowledges that delays in completion of the Project beyond substantial completion, subject to adjustments as provided in the Contract Documents (the “Substantial Completion Date") would result in the loss of certain benefits to Owner and its constituents, which would be difficult or impracticable to fix or ascertain under presently known and anticipated facts and circumstances. Accordingly, the parties hereby agree that if Contractor fails to achieve Substantial Completion of the Project by the scheduled Substantial Completion Date, then for delays the Owner shall be entitled to recover from Contractor the following: .1 For each calendar day that Substantial Completion of the Project is delayed beyond the Scheduled Substantial Completion Date: $500.00 per day for contracts valued at or under $500,000.00 or will be $1,000.00 per day for contracts that exceed $500,000.01 in total value. Page 197 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 10 / User Notes: (1949259842) 212397v2 § 8.8.2.2 For purpose of this Section, Substantial Completion shall have occurred when the Architect certifies that the project is Substantially Complete in accordance with the General Conditions of Contract. If all work is not finally completed by TBD, Owner shall be entitled to actual damages for damages occurring after that date, and liquidated damages for damages prior to that date. § 8.8.2.3 Contractor shall pay any liquidated damages to Owner within fifteen (15) days of Owner’s invoice. Owner has the right to submit invoices for liquidated damages on a weekly basis. Payment of liquidated damages shall not relieve the Contractor of its other obligations under the parties’ Agreement. Owner, at its option, may deduct the amounts of any liquidated damages from amounts otherwise due to Contractor. § 8.8.2.4 The parties agree that the amount of liquidated damages fixed in this Section is a reasonable forecast of just compensation for harm to the Owner resulting from the Contractor’s failure to meet the Project schedule, and is not a penalty. The parties further agree that in the event the amount of liquidated damages set forth in this Section is held to be unenforceable or challenged by the Contractor as unenforceable for any reason, the Owner shall be entitled to recover its actual, direct, and consequential damages, if any, resulting from Contractor’s delay in achieving Substantial Completion of the Work by the scheduled Substantial Completion Date. § 8.8.3 Certificate of Substantial Completion When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time which the Contractor shall complete all items on the list accompanying the Certificate to sixty (60) calendar days. The Contractor will submit a punch list completion schedule within ten (10) days of receipt of Certificate of Substantial Completion. Any cost incurred by the Architect or Architect’s consultants (after 60 calendar days of substantial completion) to close out the project will be deducted from the Contractor’s contract by change order. 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. Warranties on punch list items will commence on the date of final payment. § 8.8.4 The Contractor, prior to contract award, shall submit electronically to the architect a notarized copy of MN Responsible Contractor Compliance Affidavit from each subcontractor. If a subcontractor is substituted during the project, a new MN Responsible Contractor Compliance Affidavit will be required. » § 8.8.5 INTENTIONALLY OMITTED § 8.8.6 INTENTIONALLY OMITTED § 8.8.7 NON-MINNESOTA CONTRACTOR. Non-Minnesota Contractors for contracts that exceed or can reasonably be expected to exceed $100,000 shall comply with the following Minnesota Department of Revenue Requirements (MN Law, MS 290.9705): § 8.8.7.1 File form SDE (Exemption from Surety Deposits for Non-Minnesota Contractors) with the Minnesota Revenue, Mail Station 6501, St. Paul, Minnesota 55146-6501. An exemption will be granted if: .1 The Contractor provides a cash surety or bond (8% of total contract), secured by an Insurance Company licensed in Minnesota, which guarantees compliance with all provisions of Minnesota withholding, sales and corporate income tax laws, or: .2 The Contractor provides evidence of full compliance with such laws on previous construction work in Minnesota during the last three years. § 8.8.7.2 Submit a copy of form SDE, certified by the Department of Revenue, with the Contractor’s initial Application for Payment. § 8.8.7.3 If an exemption is not granted, 8 percent of each Application for Payment will be withheld as surety and deposited with the Department of Revenue, to be refunded with interest after the Contractor’s State tax obligations are fulfilled. Page 198 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 11 / User Notes: (1949259842) 212397v2 § 8.8.8 FIREARMS PROHIBITED § 8.8.8.1 No provider of services pursuant to this contract, including but not limited to employees, agents, suppliers or subcontractor’s of the Contractor shall carry or possess a firearm on the Owner’s premises or while acting on behalf of the Owner pursuant to the terms of this agreement. Violation of this provision shall be considered a substantial breach of the Agreement; and, in addition to any other remedy available to the Owner under law or equity. Violation of this provision is grounds for immediate suspension or termination of this contract. ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS § 9.1 This Agreement is comprised of the following documents: .1 AIA Document A132™–2019, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition, as modified .2 AIA Document A132™–2019, Exhibit A, Insurance and Bonds Exhibit .3 AIA Document A232™–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition .4 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.) « N/A » .5 Drawings Number Title Date See Exhibit B Drawing Log 9/26/2025 .6 Specifications Section Title Date Pages See Exhibit C Specifications Log 9/26/2025 4 .7 Addenda, if any: Number Date Pages 1 2 3 9/15/25 9/19/25 9/26/25 16 33 71 Portions of Addenda relating to bidding or proposal requirements are not part of the Contract Documents unless the bidding or proposal requirements are also enumerated in this Article 9. .8 Other Exhibits: (Check all boxes that apply and include appropriate information identifying the exhibit where required.) [ « » ] AIA Document A132™–2019, Exhibit B, Determination of the Cost of the Work [ « » ] 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.) « » Formatted: Indent: Left: 0.5", Hanging: 0.5" Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: 1" Formatted: Indent: Left: 0" Formatted: Indent: Left: 0.5", Hanging: 0.5" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 0.5", Hanging: 0.5" Formatted: Indent: Left: 0" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 0.5", Hanging: 0.5" Formatted: Indent: Left: 0" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 0.56", Hanging: 0.44" Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Page 199 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 12 / User Notes: (1949259842) 212397v2 [ « » ] The Sustainability Plan: Title Date Pages [ «X » ] Supplementary and other Conditions of the Contract: Document Title Date Pages Exhibit D Exhibit E Exhibit F *Bid Scope Schedule Logistics 9/26/25 9/26/25 9/26/25 4 2 1 .9 Other documents, if any, listed below: (List here any additional documents that are intended to form part of the Contract Documents. AIA Document A232–2019 provides that the advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor’s bid or proposal, portions of Addenda relating to bidding or proposal requirements, and other information furnished by the Owner in anticipation of receiving bids or proposals, are not part of the Contract Documents unless enumerated in this Agreement. Any such documents should be listed here only if intended to be part of the Contract Documents.) « » This Agreement is entered into as of the day and year first written above. OWNER (Signature) CONTRACTOR (Signature) «By: Mary B. Supple, Mayor» «» (Printed name and title) (Printed name and title) OWNER (Signature) «By: Katie Rodriquez, City Manager» (Printed name and title) Formatted: Indent: Left: -0.33" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: -0.33" Formatted Table Page 200 of 499 AIA® Document A132™ – 2019 Exhibit A Insurance and Bonds AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Document A232™– 2019, General Conditions of the Contract for Construction. Article 11 of A232™–2019 contains additional insurance provisions ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. This Insurance and Bonds Exhibit is part of the Agreement, between the Owner and the Contractor, dated the «29th » day of « October » in the year «Two Thousand Twenty- Five » (In words, indicate day, month, and year.) for the following PROJECT: (Name and location or address) «Veterans Park Improvements - Aquatics» «6335 Portland Ave, Richfield, MN 55423 This includes improvements to the pool, supporting areas and building improvements. » THE OWNER: (Name, legal status, and address) «City of Richfield»« » « 6700 Portland Ave Richfield, MN 55423» THE CONTRACTOR: (Name, legal status, and address) «Per AIA A132» TABLE OF ARTICLES A.1 GENERAL A.2 OWNER’S INSURANCE A.3 CONTRACTOR’S INSURANCE AND BONDS A.4 SPECIAL TERMS AND CONDITIONS ARTICLE A.1 GENERAL The Owner and Contractor shall purchase and maintain insurance, and provide bonds, as set forth in this Exhibit. As used in this Exhibit, the term General Conditions refers to AIA Document A232™–2019, General Conditions of the Contract for Construction. ARTICLE A.2 OWNER’S INSURANCE § A.2.1 General Prior to commencement of the Work, the Owner shall secure the insurance, and provide evidence of the coverage, required under this Article A.2 and, upon the Contractor’s request, provide a copy of the property insurance policy or policies required by Section A.2.3. The copy of the policy or policies provided shall contain all applicable conditions, definitions, exclusions, and endorsements. Page 201 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 2 § A.2.2 Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner’s usual general liability insurance. § A.2.3 Required Property Insurance § A.2.3.1 Unless this obligation is placed on the Contractor pursuant to Section A.3.3.2.1, the Owner shall purchase and maintain, from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located, property insurance written on a builder's risk “all-risks” completed value or equivalent policy form and sufficient to cover the total value of the entire Project on a replacement cost basis. The Owner’s property insurance coverage shall be no less than the amount of the initial Contract Sum, plus the value of subsequent Modifications and labor performed and materials or equipment supplied by others. The property insurance shall be maintained until Substantial Completion and thereafter as provided in Section A.2.3.1.3, unless otherwise provided in the Contract Documents or otherwise agreed in writing by the parties to this Agreement. This insurance shall include the interests of the Owner, Contractor, Subcontractors, and Sub-subcontractors in the Project as insureds. This insurance shall include the interests of mortgagees as loss payees. § A.2.3.1.1 Causes of Loss. The insurance required by this Section A.2.3.1 shall provide coverage for direct physical loss or damage, and shall not exclude the risks of fire, explosion, theft, vandalism, malicious mischief, collapse, earthquake, flood, or windstorm. The insurance shall also provide coverage for ensuing loss or resulting damage from error, omission, or deficiency in construction methods, design, specifications, workmanship, or materials. Sub- limits, if any, are as follows: (Indicate below the cause of loss and any applicable sub-limit.) Causes of Loss Sub-Limit § A.2.3.1.2 Specific Required Coverages. The insurance required by this Section A.2.3.1 shall provide coverage for loss or damage to false work and other temporary structures, and to building systems from testing and startup. The insurance shall also cover debris removal, including demolition occasioned by enforcement of any applicable legal requirements, and reasonable compensation for the Architect’s, Construction Manager’s, and Contractor’s services and expenses required as a result of such insured loss, including claim preparation expenses. Sub-limits, if any, are as follows: (Indicate below type of coverage and any applicable sub-limit for specific required coverages.) Coverage Sub-Limit § A.2.3.1.3 Unless the parties agree otherwise, upon Substantial Completion, the Owner shall continue the insurance required by Section A.2.3.1 or, if necessary, replace the insurance policy required under Section A.2.3.1 with property insurance written for the total value of the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section 12.2.2 of the General Conditions. § A.2.3.1.4 Deductibles and Self-Insured Retentions. If the insurance required by this Section A.2.3 is subject to deductibles or self-insured retentions, the Owner shall be responsible for all loss not covered because of such deductibles or retentions. § A.2.3.2 Occupancy or Use Prior to Substantial Completion. The Owner’s occupancy or use of any completed or partially completed portion of the Work prior to Substantial Completion shall not commence until the insurance company or companies providing the insurance under Section A.2.3.1 have consented in writing to the continuance of coverage. The Owner and the Contractor shall take no action with respect to partial occupancy or use that would cause cancellation, lapse, or reduction of insurance, unless they agree otherwise in writing. § A.2.3.3 Insurance for Existing Structures If the Work involves remodeling an existing structure or constructing an addition to an existing structure, the Owner shall purchase and maintain, until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, “all-risks” property insurance, on a replacement cost basis, protecting the existing structure against direct physical loss or damage from the causes of loss identified in Section A.2.3.1, notwithstanding the undertaking of the Work. The Owner shall be responsible for all co-insurance penalties. Page 202 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 3 § A.2.4 Optional Extended Property Insurance. The Owner shall purchase and maintain the insurance selected and described below. (Select the types of insurance the Owner is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance. For each type of insurance selected, indicate applicable limits of coverage or other conditions in the fill point below the selected item.) [ « » ] § A.2.4.1 Loss of Use, Business Interruption, and Delay in Completion Insurance, to reimburse the Owner for loss of use of the Owner’s property, or the inability to conduct normal operations due to a covered cause of loss. « » [ « » ] § A.2.4.2 Ordinance or Law Insurance, for the reasonable and necessary costs to satisfy the minimum requirements of the enforcement of any law or ordinance regulating the demolition, construction, repair, replacement or use of the Project. « » [ « » ] § A.2.4.3 Expediting Cost Insurance, for the reasonable and necessary costs for the temporary repair of damage to insured property, and to expedite the permanent repair or replacement of the damaged property. « » [ « » ] § A.2.4.4 Extra Expense Insurance, to provide reimbursement of the reasonable and necessary excess costs incurred during the period of restoration or repair of the damaged property that are over and above the total costs that would normally have been incurred during the same period of time had no loss or damage occurred. « » [ « » ] § A.2.4.5 Civil Authority Insurance, for losses or costs arising from an order of a civil authority prohibiting access to the Project, provided such order is the direct result of physical damage covered under the required property insurance. « » [ « » ] § A.2.4.6 Ingress/Egress Insurance, for loss due to the necessary interruption of the insured’s business due to physical prevention of ingress to, or egress from, the Project as a direct result of physical damage. « » [ « » ] § A.2.4.7 Soft Costs Insurance, to reimburse the Owner for costs due to the delay of completion of the Work, arising out of physical loss or damage covered by the required property insurance: including construction loan fees; leasing and marketing expenses; additional fees, including those of architects, engineers, consultants, attorneys and accountants, needed for the completion of the construction, repairs, or reconstruction; and carrying costs such as property taxes, building permits, additional interest on loans, realty taxes, and insurance premiums over and above normal expenses. « » § A.2.5 Other Optional Insurance. The Owner shall purchase and maintain the insurance selected below. Page 203 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 4 (Select the types of insurance the Owner is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance.) [ « » ] § A.2.5.1 Cyber Security Insurance for loss to the Owner due to data security and privacy breach, including costs of investigating a potential or actual breach of confidential or private information. (Indicate applicable limits of coverage or other conditions in the fill point below.) « » [ « » ] § A.2.5.2 Other Insurance (List below any other insurance coverage to be provided by the Owner and any applicable limits.) Coverage Limits ARTICLE A.3 CONTRACTOR’S INSURANCE AND BONDS § A.3.1 General § A.3.1.1 Certificates of Insurance. The Contractor shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article A.3 at the following times: (1) prior to commencement of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon the Owner’s written request. An additional certificate evidencing continuation of commercial liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment and thereafter upon renewal or replacement of such coverage until the expiration of the periods required by Section A.3.2.1 and Section A.3.3.1. The certificates will show the Owner as an additional insured on the Contractor’s Commercial General Liability and excess or umbrella liability policy or policies. § A.3.1.2 Deductibles and Self-Insured Retentions. The Contractor shall disclose to the Owner any deductible or self- insured retentions applicable to any insurance required to be provided by the Contractor. § A.3.1.3 Additional Insured Obligations. To the fullest extent permitted by law, the Contractor shall cause the commercial general liability coverage to include (1) the Owner, the Architect and the Architect’s consultants, and the Construction Manager and the Construction Manager’s consultants, as additional insureds for claims caused in whole or in part by the Contractor’s negligent acts or omissions during the Contractor’s operations; and (2) the Owner as an additional insured for claims caused in whole or in part by the Contractor’s negligent acts or omissions for which loss occurs during completed operations. The additional insured coverage shall be primary and non- contributory to any of the Owner’s general liability insurance policies and shall apply to both ongoing and completed operations. To the extent commercially available, the additional insured coverage shall be no less than that provided by Insurance Services Office, Inc. (ISO) forms CG 20 10 07 04, CG 20 37 07 04, and, with respect to the Architect and the Architect’s consultants, and the Construction Manager and the Construction Manager’s consultants, CG 20 32 07 04. § A.3.2 Contractor’s Required Insurance Coverage § A.3.2.1 The Contractor shall purchase and maintain the following types and limits of insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Contractor shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, unless a different duration is stated below: (If the Contractor is required to maintain insurance for a duration other than the expiration of the period for correction of Work, state the duration.) « » § A.3.2.2 Commercial General Liability § A.3.2.2.1 Commercial General Liability insurance for the Project written on an occurrence form with policy limits of not less than «One Million Dollars » ($ «1,000,000 » ) each occurrence, «Two Million » ($ «2,000,000 » ) general aggregate, and « Two Million » ($ «$2,000,000 » ) aggregate for products-completed operations hazard, providing coverage for claims including Page 204 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 5 .1 damages because of bodily injury, sickness or disease, including occupational sickness or disease, and death of any person; .2 personal injury and advertising injury; .3 damages because of physical damage to or destruction of tangible property, including the loss of use of such property; .4 bodily injury or property damage arising out of completed operations; and .5 the Contractor’s indemnity obligations under Section 3.18 of the General Conditions. § A.3.2.2.2 The Contractor’s Commercial General Liability policy under this Section A.3.2.2 shall not contain an exclusion or restriction of coverage for the following: .1 Claims by one insured against another insured, if the exclusion or restriction is based solely on the fact that the claimant is an insured, and there would otherwise be coverage for the claim. .2 Claims for property damage to the Contractor’s Work arising out of the products-completed operations hazard where the damaged Work or the Work out of which the damage arises was performed by a Subcontractor. .3 Claims for bodily injury other than to employees of the insured. .4 Claims for indemnity under Section 3.18 of the General Conditions arising out of injury to employees of the insured. .5 Claims or loss excluded under a prior work endorsement or other similar exclusionary language. .6 Claims or loss due to physical damage under a prior injury endorsement or similar exclusionary language. .7 Claims related to residential, multi-family, or other habitational projects, if the Work is to be performed on such a project. .8 Claims related to roofing, if the Work involves roofing. .9 Claims related to exterior insulation finish systems (EIFS), synthetic stucco or similar exterior coatings or surfaces, if the Work involves such coatings or surfaces. .10 Claims related to earth subsidence or movement, where the Work involves such hazards. .11 Claims related to explosion, collapse and underground hazards, where the Work involves such hazards. § A.3.2.3 Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Contractor, with policy limits of not less than « One Million » ($ « $1,000,000 » ) per accident, for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles along with any other statutorily required automobile coverage. § A.3.2.4 The Contractor may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella insurance policies result in the same or greater coverage as the coverages required under Section A.3.2.2 and A.3.2.3, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § A.3.2.5 Workers’ Compensation at statutory limits. § A.3.2.6 Employers’ Liability with policy limits not less than «One Million Dollars » ($ « 1,000,000 » ) each accident, « One Million Dollars » ($ «1,000,000 » ) each employee, and « One Million Dollars » ($ « 1,000,000 » ) policy limit. § A.3.2.7 Jones Act, and the Longshore & Harbor Workers’ Compensation Act, as required, if the Work involves hazards arising from work on or near navigable waterways, including vessels and docks § A.3.2.8 If the Contractor is required to furnish professional services as part of the Work, the Contractor shall procure Professional Liability insurance covering performance of the professional services, with policy limits of not less than « One Million Dollars » ($ « 1,000,000 » ) per claim and « Two Million Dollars » ($ «2,000,000 » ) in the aggregate. Page 205 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 6 § A.3.2.9 If the Work involves the transport, dissemination, use, or release of pollutants, the Contractor shall procure Pollution Liability insurance, with policy limits of not less than «One Million Dollars » ($ « 1,000,000 » ) per claim and « Two Millions Dollars » ($ «2,000,000 » ) in the aggregate. § A.3.2.10 Coverage under Sections A.3.2.8 and A.3.2.9 may be procured through a Combined Professional Liability and Pollution Liability insurance policy, with combined policy limits of not less than «Two Million » ($ « 2,000,000 » ) per claim and «Four Million Dollars » ($ « 4,000,000 » ) in the aggregate. § A.3.2.11 Insurance for maritime liability risks associated with the operation of a vessel, if the Work requires such activities, with policy limits of not less than «One Million » ($ « 1,000,000 » ) per claim and « One Million » ($ « » ) in the aggregate. § A.3.2.12 Insurance for the use or operation of manned or unmanned aircraft, if the Work requires such activities, with policy limits of not less than « One Million » ($ « 1,000,000 » ) per claim and « One Million » ($ «1,000,000 » ) in the aggregate. § A.3.3 Contractor’s Other Insurance Coverage § A.3.3.1 Insurance selected and described in this Section A.3.3 shall be purchased from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Contractor shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, unless a different duration is stated below: (If the Contractor is required to maintain any of the types of insurance selected below for a duration other than the expiration of the period for correction of Work, state the duration.) « » § A.3.3.2 The Contractor shall purchase and maintain the following types and limits of insurance in accordance with Section A.3.3.1. (Select the types of insurance the Contractor is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance. Where policy limits are provided, include the policy limit in the appropriate fill point.) [ « » ] § A.3.3.2.1 If there is only one Contractor performing the Work on the Project, property insurance of the same type and scope satisfying the requirements identified in Section A.2.3, which, if selected in this section A.3.3.2.1, relieves the Owner of the responsibility to purchase and maintain such insurance except insurance required by Section A.2.3.1.3 and Section A.2.3.3. The Contractor shall comply with all obligations of the Owner under Section A.2.3 except to the extent provided below. The Contractor shall disclose to the Owner the amount of any deductible, and the Owner shall be responsible for losses within the deductible. Upon request, the Contractor shall provide the Owner with a copy of the property insurance policy or policies required. The Owner shall adjust and settle the loss with the insurer and be the trustee of the proceeds of the property insurance in accordance with Article 11 of the General Conditions unless otherwise set forth below: (Where the Contractor’s obligation to provide property insurance differs from the Owner’s obligations as described under Section A.2.3, indicate such differences in the space below. Additionally, if a party other than the Owner will be responsible for adjusting and settling a loss with the insurer and acting as the trustee of the proceeds of property insurance in accordance with Article 11 of the General Conditions, indicate the responsible party below.) « » [ « » ] § A.3.3.2.2 Railroad Protective Liability Insurance, with policy limits of not less than « » ($ « » ) per claim and « » ($ « » ) in the aggregate, for Work within fifty (50) feet of railroad property. [ « » ] § A.3.3.2.3 Asbestos Abatement Liability Insurance, with policy limits of not less than « » ($ « » ) per claim and « » ($ « » ) in the aggregate, for liability arising from the encapsulation, removal, handling, storage, transportation, and disposal of asbestos-containing materials. Page 206 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 7 [ « » ] § A.3.3.2.4 Insurance for physical damage to property while it is in storage and in transit to the construction site on an “all-risks” completed value form. [ « » ] § A.3.3.2.5 Property insurance on an “all-risks” completed value form, covering property owned by the Contractor and used on the Project, including scaffolding and other equipment. [ « » ] § A.3.3.2.6 Other Insurance (List below any other insurance coverage to be provided by the Contractor and any applicable limits.) Coverage Limits § A.3.4 Performance Bond and Payment Bond The Contractor 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 « 100% of Total Contract Amount» Performance Bond « 100% of Total Contract Amount» Payment and Performance Bonds shall be AIA Document A312™, Payment Bond and Performance Bond, or contain provisions identical to AIA Document A312™, current as of the date of this Agreement. ARTICLE A.4 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Insurance and Bonds Exhibit, if any, are as follows: 1. « « « Contractor’s policies shall be primary insurance to any other valid and collectible insurance available to the City with respect to any claim arising out of Contractor’s performance under this contract. 2. Contractor’s policies and Certificate of Insurance shall contain a provision that coverage afforded under the policies shall not be cancelled without at least thirty (30) days’ advanced written notice to the City, or ten (10) days’ written notice for non-payment of premium. 3. Contractor is responsible for payment of Contract related insurance premiums and deductibles. 4. If Contractor is self-insured, a Certificate of Self-Insurance must be attached. 5. Contractor’s policies shall include legal defense fees in addition to its liability policy limits, with the exception of the professional liability insurance. 6. Contractor 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. 7. An Umbrella or Excess Liability insurance policy may be used to supplement the Contractor’s policy limits on a follow-form basis to satisfy the full policy limits required by the Contract. 8. The City reserves the right to immediately terminate the contract if the Contractor is not in compliance with the insurance requirements and retains all rights to pursue any legal remedies against the contractor. 9. All insurance policies must be open to inspection by the City, and copies of policies must be submitted to the City’s authorized representative upon written request. 10. The Contractor is required to submit a Certificates of Insurance acceptable to the City as evidence of the required insurance coverage requirements. 11. The City reserves the right to modify the insurance requirements for a particular project. » Page 207 of 499 AIA® Document A232™ – 2019 General Conditions of the Contract for Construction, Construction Manager as Adviser Edition AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA 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. ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. for the following PROJECT: (Name, and location or address) Veterans Park Improvements - Aquatics 6335 Portland Ave, Richfield, MN 55423 This includes improvements to the pool, supporting areas 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) JLG Architects 710 S 2nd St 8th Floor Minneapolis, MN 55401 Phone: (612) 746-4260» Page 208 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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 Page 209 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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. Page 210 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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 Page 211 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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. § 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 Page 212 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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. 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 Page 213 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 7 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 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 Page 214 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 8 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 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. Page 215 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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. § 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 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, Page 216 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 10 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. Page 217 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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 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 218 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 12 § 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. § 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. Page 219 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 13 § 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. 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. Page 220 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 14 § 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. § 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 Page 221 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 15 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 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 Page 222 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 16 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. § 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 Page 223 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 17 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. § 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. Page 224 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 18 § 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. § 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. Page 225 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 19 § 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: .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; Page 226 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 20 .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. § 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. Page 227 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 21 § 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. 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. Page 228 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 22 § 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. § 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, Page 229 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 23 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, 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. Page 230 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 24 § 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. § 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 Page 231 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 25 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. § 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. Page 232 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 26 § 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. § 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 Page 233 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 27 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; .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 Page 234 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 28 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 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. Page 235 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 29 § 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. § 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. Page 236 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 30 § 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 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 Page 237 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 31 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 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 Page 238 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 32 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. § 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. Page 239 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 33 § 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 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 Page 240 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 34 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 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. Page 241 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 35 § 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 .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. Page 242 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 36 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. § 15.1.6 Claims for Additional Time § 15.1.6.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, notice as provided in Section 15.1.3 shall be given. The Contractor’s Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay only one Claim is necessary. § 15.1.6.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled construction. § 15.2 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, Page 243 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 37 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. § 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. 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 Page 244 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 38 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. Page 245 of 499 Exhibit B Page 246 of 499 Page 247 of 499 Page 248 of 499 Exhibit C Page 249 of 499 Page 250 of 499 Page 251 of 499 Page 252 of 499 SectioĲ ͏͏ ͓͑ ͏͏ SCOPES OF WORr Richfield Pool IıpŘoveıeĲts – BP#͐ AddeĲduı #͑ ͏͏ ͓͑ ͏͏ - ͐ SCOPES OF WORr PART ͐ – GENERAL ͐.͏͐ - IĲstŘuctioĲs ͐. SubcoĲtŘactoŘs should Řeview all scopes oċ woŘk aĲd Ĳotiċƅ the CoĲstŘuctioĲ MaĲaČeŘ oċ aĲƅ ıissiĲČ, oveŘlappiĲČ oŘ uĲcleaŘ eƄpectatioĲs. ͑. Scope ċoŘıs will be iĲcluded as aĲ eƄhibit to subcoĲtŘacts aĲd shall Ĳot be ıodified. ͒. Coıplete the bid ċoŘı as diŘected aĲd attach ’͏.͏ - GeĲeŘal ReŗuiŘeıeĲts ċoŘ All Scope oċ WoŘk’ aĲd attached the scopeϼsϽ oċ woŘk that aŘe iĲcluded iĲ ƅouŘ pŘoposal. ͐.͏͑ – Related SectioĲs A. ͏͏ ͓͐ ͏͏ - Bid FoŘı PART ͑ – WORr SCOPES ͏.͏ - GeĲeŘal ReŗuiŘeıeĲts ċoŘ All Scope oċ WoŘk ͐. TŘade CoĲtŘactoŘ has Řeviewed DivisioĲs ͏͏ aĲd ͏͐ aĲd iĲcludes all ĲecessaŘƅ costs to coıplƅ with the ŘeŗuiŘeıeĲts oċ these sectioĲs. ͑. TŘade CoĲtŘactoŘ has Řeviewed all plaĲs aĲd specificatioĲs. ͒. TŘade CoĲtŘactoŘ to assuıe staĲdaŘd daƅtiıe woŘkiĲČ houŘs uĲless Ĳoted otheŘwise. ͓. TŘade CoĲtŘactoŘ shall field veŘiċƅ eƄistiĲČ coĲditioĲs ċoŘ deficieĲcies, uĲsatisċactoŘƅ coĲditioĲs, uĲacceptable diıeĲsioĲal toleŘaĲces, aĲd Ĳotiċƅ the CoĲtŘactoŘ oċ such pŘioŘ to iĲstalliĲČ woŘk. RepaiŘs oŘ coŘŘectioĲs ŘeŗuiŘed due to uĲsatisċactoŘƅ substŘate, aċteŘ acceptaĲce shall be peŘċoŘıed at the sole eƄpeĲse oċ this TŘade CoĲtŘactoŘ. ͔. TŘade CoĲtŘactoŘ to cooŘdiĲate with otheŘ TŘade CoĲtŘactoŘs ċoŘ all coĲstŘuctioĲ puŘposes. ͕. TŘade CoĲtŘactoŘ has cŘoss ŘeċeŘeĲced all GeĲeŘal, Civil, AŘchitectuŘal, StŘuctuŘal, MechaĲical, ElectŘical, aĲd DeıolitioĲ DŘawiĲČs, aĲd iĲclude all ŘeŗuiŘed costs ċoŘ a coıplete scope peŘ the bid packaČes aĲd specificatioĲ sectioĲs beiĲČ pŘoposed upoĲ. Iċ a discŘepaĲcƅ eƄists oĲ the plaĲs, eitheŘ Ĳotiċƅ LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ iĲ wŘitiĲČ pŘioŘ to the bid date so that the issue caĲ be Řesolved via aĲ addeĲduı, oŘ iĲclude the ıoŘe eƄpeĲsive optioĲ iĲ the base bid. ͖. LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ will pŘovide each TŘade CoĲtŘactoŘ with electŘoĲic files oċ the plaĲs aĲd specificatioĲs. It will be this TŘade CoĲtŘactoŘ’s ŘespoĲsibilitƅ to pŘiĲt haŘd copies oċ the plaĲs aĲd aĲƅ subseŗueĲt chaĲČe docuıeĲts as Ĳeeded iċ awaŘded the pŘoject. ͗. At a ıiĲiıuı, TŘade CoĲtŘactoŘ will coıplƅ with OSHA ŘeČulatioĲs aĲd LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ’s Saċetƅ xŘoČŘaı duŘiĲČ the couŘse oċ the pŘoject ϼiĲcludiĲČ leadiĲČ edČe ŘetŘactable ċoŘ all leadiĲČ-edČe woŘkϽ Page 253 of 499 SectioĲ ͏͏ ͓͑ ͏͏ SCOPES OF WORr Richfield Pool IıpŘoveıeĲts – BP#͐ AddeĲduı #͑ ͏͏ ͓͑ ͏͏ - ͑ SCOPES OF WORr ͘. TŘade CoĲtŘactoŘ ıust cooŘdiĲate all woŘk aĲd deliveŘies with LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ’s oĲsite SupeŘiĲteĲdeĲt. ͐͏. TŘade CoĲtŘactoŘ shall stoŘe ıateŘials iĲ a saċe ıaĲĲeŘ which will be secuŘe, dŘƅ, aĲd peŘıit easƅ access ċoŘ iĲspectioĲ aĲd ideĲtificatioĲ. LocatioĲ shall be cooŘdiĲated with the CoĲtŘactoŘ pŘioŘ to deliveŘƅ. ͐͐. TŘade CoĲtŘactoŘ aČŘees that stoŘaČe space oĲsite is liıited aĲd Ĳot ČuaŘaĲteed, aĲd iċ such stoŘaČe is allowed, all iteıs shall be Řelocated as ĲecessaŘƅ ċoŘ the pŘoČŘess oċ the WoŘk as deteŘıiĲed bƅ the CoĲtŘactoŘ. Such ŘelocatioĲ shall be doĲe bƅ this TŘade CoĲtŘactoŘ at Ĳo additioĲal cost. ͐͑. TŘade CoĲtŘactoŘ is ŘespoĲsible ċoŘ all oƯloadiĲČ shall have oĲ-site ŘepŘeseĲtatioĲ ċoŘ Řeceipt oċ all deliveŘies to iĲclude oƯloadiĲČ. AĲƅ oƯloadiĲČ peŘċoŘıed bƅ the CoĲtŘactoŘ shall be paid ċoŘ bƅ TŘade CoĲtŘactoŘ. ͐͒. TŘade CoĲtŘactoŘ shall iĲclude all ċees, peŘıits, iĲspectioĲs, hoistiĲČ, liċtiĲČ, scaƯoldiĲČ, aĲd eŗuipıeĲt ŘeŗuiŘed to coıplete this Scope oċ WoŘk. ͓͐. LoeƯleŘ ıakes Ĳo ČuaŘaĲtee that teıpoŘaŘƅ poweŘ will be opeŘatioĲal at the staŘt aĲd duŘatioĲ oċ the TŘade CoĲtŘactoŘs scope oċ woŘk. TŘade CoĲtŘactoŘs shall pŘovide a ıeaĲs oċ poweŘ to peŘċoŘı theiŘ woŘk, iċ teıpoŘaŘƅ poweŘ is Ĳot available. ͔͐. TŘade CoĲtŘactoŘ shall take all ĲecessaŘƅ ıeasuŘes to pŘotect eƄistiĲČ coĲstŘuctioĲ aĲd eŗuipıeĲt ċŘoı daıaČe aĲd shall ŘepaiŘ daıaČe caused bƅ theiŘ eıploƅees aĲd eŗuipıeĲt. ͕͐. TŘade CoĲtŘactoŘ shall be ŘespoĲsible ċoŘ the cost oċ Ře-woŘk aĲd Ře-iĲspectioĲ ċees because oċ testiĲČ oŘ iĲspectioĲ ċailuŘe. ͖͐. All Close-Out docuıeĲts ıust be subıitted to LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ withiĲ ͐͏ daƅs oċ the pŘoject SubstaĲtial CoıpletioĲ date. FiĲal paƅıeĲt aĲd ŘetaiĲaČe will be held uĲtil all Close-Out docuıeĲts have beeĲ Řeceived. All Close-Out docuıeĲts shall be issued iĲ both haŘd copƅ aĲd electŘoĲic ċoŘıat ϼxDFϽ. ͐͗. Each TŘade CoĲtŘactoŘ will pŘovide dailƅ cleaĲiĲČ oċ theiŘ woŘk aŘeas. DebŘis shall be placed iĲ duıpsteŘs pŘovided bƅ LoeƯleŘ. This shall be cooŘdiĲated with the xŘoject SupeŘiĲteĲdeĲt. Iċ ƅouŘ coıpaĲƅ ċails to ıeet this ŘeŗuiŘeıeĲt, LoeƯleŘ will back chaŘČe accoŘdiĲČlƅ. ͐͘. TŘade CoĲtŘactoŘ xŘoject MaĲaČeŘ aĲd theiŘ FoŘeıaĲ shall paŘticipate iĲ a ıaĲdatoŘƅ pŘe- iĲstallatioĲ ıeetiĲČ pŘioŘ to beČiĲĲiĲČ aĲƅ woŘk. ͑͏. TŘade CoĲtŘactoŘ uĲdeŘstaĲd that LoeƯleŘ ċollows COVD-͐͘ ČuidaĲce as pŘepaŘed bƅ the CDC, OSHA aĲd otheŘ public oƯicials. ͑͐. IĲclude ıultiple ıobilizatioĲs as ĲecessaŘƅ to coıplete ƅouŘ Řespective scopeϼsϽ oċ woŘk. ͑͑. TŘade CoĲtŘactoŘs peŘċoŘıiĲČ aĲƅ stŘuctuŘal peĲetŘatioĲs shall iĲclude GxR scaĲĲiĲČ pŘioŘ to staŘtiĲČ. Page 254 of 499 SectioĲ ͏͏ ͓͑ ͏͏ SCOPES OF WORr Richfield Pool IıpŘoveıeĲts – BP#͐ AddeĲduı #͑ ͏͏ ͓͑ ͏͏ - ͒ SCOPES OF WORr ͐͒.͐ - SwiııiĲČ Pools SpecificatioĲs IĲcluded: ͐͒ ͐͐ ͐͒ ͐͒ ͐͐ ͓͐ ͐͒ ͐͐ ͔͐ ͐͒ ͐͐ ͕͐ ͐͒ ͐͐ ͖͐ Scope oċ WoŘk: ͐. IĲclude keƅĲotes D͐-D͗, D͐͐, aĲd D͐͑ oĲ paČe AQD͐͏͏ aĲd A-D, H, aĲd I oĲ AQ͐͑͏. ϼNotes E, F, aĲd G bƅ OtheŘsϽ ͑. IĲclude iteıs ͑͏͏-͑͏͖ oĲ AQ͐͒͏. ͒. IĲcludes iteıs ͐͏͏-͐͐͐ as showĲ oĲ AQ͐͑͏. ͓. IĲclude 9eƅĲotes A, B, C, aĲd G peŘ sheet AQ͐͒͏. ͔. IĲclude alteŘĲate pŘice ċoŘ ŘeıoviĲČ aĲd ŘeplaciĲČ the eƄistiĲČ AxU ċoŘ a Ĳew AxU peŘ 9eƅĲote E oĲ AQ͐͒͏. ͕. IĲclude ıultiple ıobilizatioĲs as ŘeŗuiŘed to coıplete this scope oċ woŘk. ͖. IĲclude ıeaĲs aĲd ıethods ċoŘ teıpoŘaŘƅ pŘotectioĲ oċ fiĲished pŘoducts as ŘeŗuiŘed to coıplete the scope oċ woŘk. ͗. Applƅ, paƅ ċoŘ, aĲd pŘocuŘe all ŘeŗuiŘed peŘıits ċoŘ this scope oċ woŘk. ͘. IĲclude uĲloadiĲČ, haĲdliĲČ aĲd pŘotectioĲ oċ all ƅouŘ owĲ ıateŘial aĲd eŗuipıeĲt. ͐͏. IĲclude all tools, ıateŘial, hoistiĲČ aĲd eŗuipıeĲt as ŘeŗuiŘed to coıplete this scope oċ woŘk. ͐͐. All peŘsoĲĲel eŘectiĲČ aĲd disıaĲtliĲČ scaƯold aĲd eŗuipıeĲt ıust be tied oƯ with the appŘopŘiate ċall pŘotectioĲ sƅsteıs peŘ OSHA aĲd LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ ŘeŗuiŘeıeĲts. ͐͑. IĲclude laƅout ċoŘ all woŘk. ͐͒. IĲcludes coŘe dŘilliĲČ, cuttiĲČ, sawcuttiĲČ, haĲČeŘs aĲd suppoŘts ċoŘ this scope oċ woŘk. IĲcludes GxR scaĲĲiĲČ ċoŘ all peĲetŘatioĲs. ͓͐. xŘovide shop dŘawiĲČs aĲd subıittals iĲ a tiıelƅ ıaĲĲeŘ peŘ the specificatioĲs oŘ as aČŘeed to bƅ the aŘchitect. ͔͐. IĲclude the cleaĲ up oċ aĲƅ eƄcess ıateŘials oŘ debŘis pŘoduced bƅ this scope oċ woŘk. ͕͐. TŘade CoĲtŘactoŘ ackĲowledČes that stoŘaČe oĲsite is liıited aĲd aČŘees that ıateŘials will be stoŘed oƯsite uĲtil theƅ aŘe Řeadƅ to be iĲstalled as deteŘıiĲed bƅ the LoeƯleŘ SupeŘiĲteĲdeĲt. ͖͐. IĲclude all as builts, iĲspectioĲs, staŘt up ŘepoŘts, waŘŘaĲties, test/balaĲce ŘepoŘts aĲd OwĲeŘ tŘaiĲiĲČ peŘ the peŘıits, plaĲs aĲd specs. ͐͗. TŘade CoĲtŘactoŘ is ŘespoĲsible iĲ pŘovidiĲČ all peŘsoĲĲel aĲd ċoŘeıaĲ oĲ-site ċoŘ uĲloadiĲČ oċ all theiŘ deliveŘies. ͐͘. IĲclude cooŘdiĲatioĲ oċ pool fill with OwĲeŘ aĲd CoĲstŘuctioĲ MaĲaČeŘ. ͑͏. IĲclude ϼ͐͏͏Ͻ houŘs ċoŘ a LaboŘeŘ to be utilized thŘouČhout the duŘatioĲ oċ the pŘoject at the diŘectioĲ aĲd discŘetioĲ oċ the CoĲstŘuctioĲ MaĲaČeŘ SupeŘiĲteĲdeĲt. Page 255 of 499 SectioĲ ͏͏ ͓͑ ͏͏ SCOPES OF WORr Richfield Pool IıpŘoveıeĲts – BP#͐ AddeĲduı #͑ ͏͏ ͓͑ ͏͏ - ͓ SCOPES OF WORr ͑͐. IĲclude aĲ additioĲal $͐͏,͏͏͏ ċoŘ teıpoŘaŘƅ pŘotectioĲ aĲd ıiscellaĲeous ıateŘials Ĳot cuŘŘeĲtlƅ showĲ oĲ plaĲs. To be utilized thŘouČhout the duŘatioĲ oċ the pŘoject at the diŘectioĲ aĲd discŘetioĲ oċ the LoeƯleŘ SupeŘiĲteĲdeĲt. UĲit PŘices: #: DescŘiptioĲ: Total AıouĲt: CiŘcle Add / Deduct: ͐ IĲclude alteŘĲate pŘice ċoŘ ŘeıoviĲČ aĲd ŘeplaciĲČ the eƄistiĲČ AxU ċoŘ a Ĳew AxU peŘ 9eƅĲote E oĲ AQ͐͒͏ $ ADD $ ADD / DEDUCT Page 256 of 499 ID Task Name Duration Start Finish % Complete 0 RiĐhfield VeteƌaŶs Paƌk IŵpƌoveŵeŶts - AƋuatiĐs Aƌea Ϯϲϰ daǇsMoŶ ϱ/ϭϮ/ϮϱSat ϱ/Ϯϯ/Ϯϲ ϵ% 51 Pool PƌeĐoŶstƌuĐtioŶ ϭϳϭ daǇsMoŶ ϱ/ϭϮ/ϮϱTue ϭ/ϭϯ/Ϯϲ Ϯϭ% 52 DesigŶ SeƌviĐes ϴϭ daǇs MoŶ ϱ/ϭϮ/ϮϱThu ϵ/ϰ/Ϯϱ ϲϱ% 55 EstiŵatiŶg ϭϱ daǇs Tue ϲ/ϭϬ/Ϯϱ MoŶ ϲ/ϯϬ/Ϯϱ ϭϬ... 57 Tƌade CoŶtƌaĐtoƌ BiddiŶg ϯϬ daǇs Fƌi ϵ/ϱ/Ϯϱ Thu ϭϬ/ϭϲ/Ϯϱ Ϭ% 58 BiddiŶg Period ϯ ǁks Fri ϵ/ϱ/Ϯϱ Thu ϵ/Ϯϱ/Ϯϱ Ϭ% 59 CoŶtraĐtiŶg ϯ ǁks Fri ϵ/Ϯϲ/Ϯϱ Thu ϭϬ/ϭϲ/Ϯϱ Ϭ% 60 PƌoĐuƌeŵeŶt ϲϬ daǇs Fƌi ϭϬ/ϭϳ/Ϯϱ Tue ϭ/ϭϯ/Ϯϲ Ϭ% 61 Pool LiŶer ;PlasterͿ ϰ ǁks Fri ϭϬ/ϭϳ/Ϯϱ Thu ϭϭ/ϭϯ/Ϯϱ Ϭ% 62 Site LightiŶg ϲ ǁks Fri ϭϬ/ϭϳ/Ϯϱ Fri ϭϭ/Ϯϴ/Ϯϱ Ϭ% 63 MaiŶ Pool PlaǇ Features ϭϮ ǁks Fri ϭϬ/ϭϳ/Ϯϱ Tue ϭ/ϭϯ/Ϯϲ Ϭ% 64 )ero Depth Pool PlaǇ Features ϭϮ ǁks Fri ϭϬ/ϭϳ/Ϯϱ Tue ϭ/ϭϯ/Ϯϲ Ϭ% 1 CoŶstƌuĐtioŶ - Pool ;SĐhedule to ďe CoŶfiƌŵedͿ ϭϳϳ daǇsSuŶ ϵ/ϳ/Ϯϱ Fƌi ϱ/ϭϱ/Ϯϲ Ϭ% 25 Pool ClosiŶg Ϭ daǇs SuŶ ϵ/ϳ/Ϯϱ SuŶ ϵ/ϳ/Ϯϱ Ϭ% 2 MoďilizatioŶ ϯ daǇs Fri ϭϬ/ϭϳ/Ϯϱ Tue ϭϬ/Ϯϭ/Ϯϱ Ϭ% 27 Eǆteƌioƌ Site Woƌk ϭϯϴ daǇsWed ϭϬ/ϮϮ/ϮϱWed ϱ/ϲ/Ϯϲ Ϭ% 28 Culǀert Repair ϭ ǁk Wed ϭϬ/ϮϮ/ϮϱTue ϭϬ/Ϯϴ/Ϯϱ Ϭ% 29 GradiŶg / RetaiŶiŶg Wall ϯ ǁks Wed ϭϬ/ϮϮ/ϮϱTue ϭϭ/ϭϭ/Ϯϱ Ϭ% 33 Reŵoǀe aŶd ReplaĐe Pool FeŶĐiŶg ϯ ǁks Wed ϭϬ/ϮϮ/ϮϱTue ϭϭ/ϭϭ/Ϯϱ Ϭ% 31 IrrigatioŶ Ϯ ǁks Wed ϭϭ/ϭϮ/ϮϱTue ϭϭ/Ϯϱ/Ϯϱ Ϭ% 30 Sod ϴ daǇs MoŶ ϰ/Ϯϳ/ϮϲWed ϱ/ϲ/Ϯϲ Ϭ% 32 ReplaĐe Site LightiŶg ǁ/ LED Fiǆtures ϭ ǁk MoŶ ϰ/Ϯϳ/ϮϲFri ϱ/ϭ/Ϯϲ Ϭ% 34 AƋuatiĐs ϭϰϱ daǇsWed ϭϬ/ϮϮ/ϮϱFƌi ϱ/ϭϱ/Ϯϲ Ϭ% 35 Reŵoǀe EǆistiŶg PlaǇ Features / Drop Slide Ϯ ǁks Wed ϭϬ/ϮϮ/ϮϱTue ϭϭ/ϰ/Ϯϱ Ϭ% 36 Reŵoǀe EǆistiŶg Pool FiŶishes ϮϬ daǇs Wed ϭϬ/ϮϮ/ϮϱTue ϭϭ/ϭϴ/Ϯϱ Ϭ% 46 MaiŶ Pool - ReplaĐe MaiŶ DraiŶs ϭ ǁk Wed ϭϬ/ϮϮ/ϮϱTue ϭϬ/Ϯϴ/Ϯϱ Ϭ% 44 ReplaĐe LaŶe LiŶe AŶĐhors ϭ ǁk MoŶ ϭϬ/Ϯϳ/ϮϱFri ϭϬ/ϯϭ/Ϯϱ Ϭ% 45 )ero-Depth Pool - ReplaĐe MaiŶ DraiŶs ϭ ǁk Wed ϭϬ/Ϯϵ/ϮϱTue ϭϭ/ϰ/Ϯϱ Ϭ% 37 RestoratioŶ of Pool Slides ϭϲ ǁks MoŶ ϭ/ϱ/Ϯϲ MoŶ ϰ/Ϯϳ/Ϯϲ Ϭ% 38 Re-Plaster )ero-Depth Pool ϭ ǁk MoŶ ϰ/ϮϬ/ϮϲFri ϰ/Ϯϰ/Ϯϲ Ϭ% 49 ReplaĐeŵeŶt of filter saŶd Ϯ ǁks MoŶ ϰ/ϮϬ/ϮϲFri ϱ/ϭ/Ϯϲ Ϭ% 9/5 Bidding Period 9/26 Contracting 10/17 Pool Liner (Plaster) 10/17 Site Lighting 10/17 Main Pool Play Features 10/17 Zero Depth Pool Play Features 9/7 Pool Closing 10/17 Mobilization 10/22 Culvert Repair 10/22 Grading / Retaining Wall 10/22 Remove and Replace Pool Fencing 11/12 Irrigation 4/27 Sod 4/27 Replace Site Lighting w/ LED Fixtures 10/22 Remove Existing Play Features / Drop Slide 10/22 Remove Existing Pool Finishes 10/22 Main Pool - Replace Main Drains 10/27 Replace Lane Line Anchors 10/29 Zero-Depth Pool - Replace Main Drains 1/5 Restoration of Pool Slides 4/20 Re-Plaster Zero-Depth Pool 4/20 Replacement of filter sand Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep OctQtr 2, 2025 Qtr 3, 2025 Qtr 4, 2025 Qtr 1, 2026 Qtr 2, 2026 Qtr 3, 2026 Qtr 4, 2026 Richfield - Veteran' Park ImprovmentsPreliminary ScheduleTue 8/26/25 Page 1 Page 257 of 499 ID Task Name Duration Start Finish % Complete 39 Re-Plaster MaiŶ Pool Ϯ ǁks MoŶ ϰ/Ϯϳ/ϮϲFri ϱ/ϴ/Ϯϲ Ϭ% 42 )ero-Depth Pool Gutter / JoiŶt / IŶlet Repairs ϭ ǁk MoŶ ϰ/Ϯϳ/ϮϲFri ϱ/ϭ/Ϯϲ Ϭ% 43 )ero Depth - IŶstall Pool PlaǇ Features ϭ ǁk MoŶ ϰ/Ϯϳ/ϮϲFri ϱ/ϭ/Ϯϲ Ϭ% 40 MaiŶ Pool PlaǇ Features ϭ ǁk MoŶ ϱ/ϰ/Ϯϲ Fri ϱ/ϴ/Ϯϲ Ϭ% 47 Restore Waterslide Toǁer ;Re-paiŶtͿ Ϯ ǁks MoŶ ϱ/ϰ/Ϯϲ Fri ϱ/ϭϱ/Ϯϲ Ϭ% 41 ReĐaulk Pool CopiŶg JoiŶts ϭ ǁk MoŶ ϱ/ϭϭ/ϮϲFri ϱ/ϭϱ/Ϯϲ Ϭ% 48 Waterproof Gutters ϭ ǁk MoŶ ϱ/ϭϭ/ϮϲFri ϱ/ϭϱ/Ϯϲ Ϭ% 3 Bath House IŵpƌoveŵeŶts ϴϬ daǇs MoŶ ϭ/ϱ/Ϯϲ Fƌi ϰ/Ϯϰ/Ϯϲ Ϭ% 4 DeŵolitioŶ / Reŵoǀals Ϯ ǁks MoŶ ϭ/ϱ/Ϯϲ Fri ϭ/ϭϲ/Ϯϲ Ϭ% 5 TeŵpoƌaƌǇ HeatiŶg ϲϲ daǇs MoŶ ϭ/ϱ/Ϯϲ MoŶ ϰ/ϲ/Ϯϲ Ϭ% 17 MEP DisĐoŶŶeĐts / Make Safe ϭ ǁk MoŶ ϭ/ϱ/Ϯϲ Fri ϭ/ϵ/Ϯϲ Ϭ% 18 MeĐhaŶiĐal RoughiŶs ϯ ǁks MoŶ ϭ/ϭϵ/ϮϲFri Ϯ/ϲ/Ϯϲ Ϭ% 24 MasoŶrǇ Walls / PatĐhiŶg Ϯ ǁks MoŶ ϭ/ϭϵ/ϮϲFri ϭ/ϯϬ/Ϯϲ Ϭ% 15 IŶterior PaiŶtiŶg ϭ ǁk MoŶ Ϯ/Ϯ/Ϯϲ Fri Ϯ/ϲ/Ϯϲ Ϭ% 20 EleĐtriĐal RoughiŶ Ϯ ǁks MoŶ Ϯ/Ϯ/Ϯϲ Fri Ϯ/ϭϯ/Ϯϲ Ϭ% 8 IŶterior Slaď PatĐhiŶg ϭ ǁk MoŶ Ϯ/ϵ/Ϯϲ Fri Ϯ/ϭϯ/Ϯϲ Ϭ% 10 Oǀerhead CoiliŶg Door Shroud ϭ daǇ MoŶ Ϯ/ϵ/Ϯϲ MoŶ Ϯ/ϵ/Ϯϲ Ϭ% 11 QuarrǇ Tile FlooriŶg ǁ/QuarrǇ Tile Base ϴ daǇs MoŶ Ϯ/ϵ/Ϯϲ Wed Ϯ/ϭϴ/Ϯϲ Ϭ% 21 MeĐhaŶiĐal - DuĐt CleaŶiŶg Ϯ daǇs MoŶ Ϯ/ϵ/Ϯϲ Tue Ϯ/ϭϬ/Ϯϲ Ϭ% 12 ϮǆϮ ViŶǇl Coated ACT Grid ;CoŶĐessioŶͿ Ϯ daǇs MoŶ Ϯ/ϭϲ/ϮϲTue Ϯ/ϭϳ/Ϯϲ Ϭ% 19 MeĐhaŶiĐal Triŵ & FiŶish Ϯ ǁks Wed Ϯ/ϭϴ/ϮϲTue ϯ/ϯ/Ϯϲ Ϭ% 22 EleĐtriĐal - Neǁ LightiŶg Ϯ ǁks Wed Ϯ/ϭϴ/ϮϲTue ϯ/ϯ/Ϯϲ Ϭ% 9 ReiŶstall / IŶstall Neǁ SpeĐialties ϭ ǁk Thu Ϯ/ϭϵ/Ϯϲ Wed Ϯ/Ϯϱ/Ϯϲ Ϭ% 13 ϮǆϮ ViŶǇl Coated ACT ;CoŶĐessioŶͿ ϯ daǇs Wed ϯ/ϰ/Ϯϲ Fri ϯ/ϲ/Ϯϲ Ϭ% 14 EpoǆǇ Floor Ϯ ǁks Wed ϯ/ϰ/Ϯϲ Tue ϯ/ϭϳ/Ϯϲ Ϭ% 23 EleĐtriĐal Triŵ & FiŶish Ϯ ǁks Wed ϯ/ϭϴ/ϮϲTue ϯ/ϯϭ/Ϯϲ Ϭ% 16 Eǆterior PaiŶtiŶg ϭ ǁk MoŶ ϰ/ϮϬ/ϮϲFri ϰ/Ϯϰ/Ϯϲ Ϭ% 26 SuďstaŶtial CoŵpletioŶ Ϭ daǇs Fƌi ϱ/ϭϱ/Ϯϲ Fƌi ϱ/ϭϱ/Ϯϲ Ϭ% 65 CitǇ Pool Fill & CoŵŵissioŶiŶg ϳ daǇs MoŶ ϱ/ϭϭ/ϮϲTue ϱ/ϭϵ/Ϯϲ Ϭ% 50 Pool GƌaŶd OpeŶiŶg Ϭ daǇs Sat ϱ/Ϯϯ/Ϯϲ Sat ϱ/Ϯϯ/Ϯϲ Ϭ% 4/27 Re-Plaster Main Pool 4/27 Zero-Depth Pool Gutter / Joint / Inlet Repairs 4/27 Zero Depth - Install Pool Play Features 5/4 Main Pool Play Features 5/4 Restore Waterslide Tower (Re-paint) 5/11 Recaulk Pool Coping Joints 5/11 Waterproof Gutters 1/5 Demolition / Removals 1/5 MEP Disconnects / Make Safe 1/19 Mechanical Roughins 1/19 Masonry Walls / Patching 2/2 Interior Painting 2/2 Electrical Roughin 2/9 Interior Slab Patching 2/9 Overhead Coiling Door Shroud 2/9 Quarry Tile Flooring w/Quarry Tile Base 2/9 Mechanical - Duct Cleaning 2/16 2x2 Vinyl Coated ACT Grid (Concession) 2/18 Mechanical Trim & Finish 2/18 Electrical - New Lighting 2/19 Reinstall / Install New Specialties 3/4 2x2 Vinyl Coated ACT (Concession) 3/4 Epoxy Floor 3/18 Electrical Trim & Finish 4/20 Exterior Painting 5/15 Substantial Completion 5/11 City Pool Fill & Commissioning 5/23 Pool Grand Opening Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep OctQtr 2, 2025 Qtr 3, 2025 Qtr 4, 2025 Qtr 1, 2026 Qtr 2, 2026 Qtr 3, 2026 Qtr 4, 2026 Richfield - Veteran' Park ImprovmentsPreliminary ScheduleTue 8/26/25 Page 2 Page 258 of 499 Contractor parking, staging and dumpster location Material & Equipment access/egress options. Protect existing surfaces as necessary New Splash Pad 8' wide access path. Prep and repair turf upon completion in addition to other turf repairs per plans. Maintain security fencing as needed with existing, new, or temporary fence through project duration. Site shall be secure at all times. Assume a minimum of 250 LF of temporary fencing panels and bases are needed throughout duration of the project. Site Logistics - Richfield Pool Renovation Protect existing sprinkler lines and heads. Repair if necessary. Page 259 of 499 (1949259842) AIA® Document A132™ – 2019 Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition AIA Document A132™ – 2019. Copyright © 1975, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:03 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Documents A232™– 2019, General Conditions of the Contract for Construction, 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. AIA Document A232™–2019 is adopted in this document by reference. Do not use with other general conditions unless this document is modified. ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AGREEMENT made as of the «29th » day of «October » in the year «Two Thousand Twenty-Five » (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 Contractor: (Name, legal status, address, and other information) «Davis Mechanical Systems 21225 Hamburg Ave. Suite 3 Lakeville, MN 55044 507-251-7552» for the following Project: (Name, location, and detailed description) «Veterans Park Improvements - Aquatics» «6335 Portland Ave, Richfield, MN 55423 This includes improvements to the pool, supporting areas and building improvements. » 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» The Architect: (Name, legal status, address, and other information) «JLG Architects 710 S 2nd St 8th Floor Minneapolis, MN 55401 Phone: (612) 746-4260 The Owner and Contractor agree as follows. Page 260 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 2 / User Notes: (1949259842) 212397v2 TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 DATE OF COMMENCEMENT AND DATES OF SUBSTANTIAL COMPLETION 4 CONTRACT SUM 5 PAYMENTS 6 DISPUTE RESOLUTION 7 TERMINATION OR SUSPENSION 8 MISCELLANEOUS PROVISIONS 9 ENUMERATION OF CONTRACT DOCUMENTS EXHIBIT A INSURANCE AND BONDS EXHIBIT B DETERMINATION OF THE COST OF THE WORK ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary, and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 9. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 3 DATE OF COMMENCEMENT AND DATES OF SUBSTANTIAL COMPLETION § 3.1 The date of commencement of the Work shall be: (Check one of the following boxes.) [ « X » ] The date of this Agreement. [ « » ] 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.) « » If a date of commencement of the Work is not selected, then the date of commencement shall be the date of this Agreement. § 3.2 The Contract Time shall be measured from the date of commencement of the Work. Page 261 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 3 / User Notes: (1949259842) 212397v2 § 3.3 Substantial Completion of the Project or Portions Thereof § 3.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the date of Substantial Completion of the Work of all of the Contractors for the Project will be: (Insert the date of Substantial Completion of the Work of all Contractors for the Project.) «Substantial Completion: 5/15/2026 Final Completion: 5/23/2026» § 3.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work of all of the Contractors for the Project are to be completed prior to Substantial Completion of the entire Work of all of the Contractors for the Project, the Contractors shall achieve Substantial Completion of such portions by the following dates: Portion of Work Substantial Completion Date TBD § 3.4 When the Work of this Contract, or any Portion Thereof, is Substantially Complete § 3.4.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall substantially complete the entire Work of this Contract: (Check one of the following boxes and complete the necessary information.) [ « » ] Not later than « » ( « » ) calendar days from the date of commencement of the Work. [ « X » ] By the following date: «5/15/2026» § 3.4.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work of this Contract are to be substantially complete prior to when the entire Work of this Contract shall be substantially complete, the Contractor shall substantially complete such portions by the following dates: Portion of Work Date to be substantially complete Make temp heating operational MEP disconnects/make safe Mechanical rough ins Mechanical duct cleaning Mechanical trim & finish 1/5/26 1/9/26 2/6/26 2/10/26 3/31/26 § 3.4.3 If the Contractor fails to substantially complete the Work of this Contract, or portions thereof, as provided in this Section 3.4, liquidated damages, if any, shall be assessed as set forth in Section 4.5. ARTICLE 4 CONTRACT SUM § 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of the Contract. The Contract Sum shall be one of the following: (Check the appropriate box.) [ «X » ] Stipulated Sum, in accordance with Section 4.2 below § 4.2 Stipulated Sum § 4.2.1 The Contract Sum shall be «Two hundred seventy five thousand dollars even, $275,000.00 » ), subject to additions and deductions as provided in the Contract Documents. § 4.2.2 Alternates § 4.2.2.1 Alternates, if any, included in the Contract Sum: Page 262 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 4 / User Notes: (1949259842) 212397v2 Item Price n/a § 4.2.2.2 Subject to the conditions noted below, the following alternates may be accepted by the Owner following execution of this Agreement. Upon acceptance, the Owner shall issue a Modification to this Agreement. (Insert below each alternate and the conditions that must be met for the Owner to accept the alternate.) Item Price Conditions for Acceptance n/a § 4.2.3 Allowances, if any, included in the Contract Sum: (Identify each allowance.) Item Price (20) hour labor allowance @ $129.00/hr Temp protection and misc. materials $2,580.00 $10,000.00 § 4.2.4 Unit prices, if any: (Identify the item and state the unit price, and quantity limitations, if any, to which the unit price will be applicable.) Item Units and Limitations Price per Unit ($0.00) Pipe fitter Plumber Sheetmetal Per Hour Per Hour Per Hour $129.00 regular $125.00 regular $120.00 regular § 4.3 INTENTIONALLY OMITTED § 4.4 INTENTIONALLY OMITTED § 4.5 Liquidated damages, if any: (Insert terms and conditions for liquidated damages, if any, to be assessed in accordance with Section 3.4.) «See Section 8.8.2 » § 4.6 Other: (Insert provisions for bonus, cost savings or other incentives, if any, that might result in a change to the Contract Sum.) « N/A » ARTICLE 5 PAYMENTS § 5.1 Progress Payments § 5.1.1 Based upon Applications for Payment submitted to the Construction Manager by the Contractor, and Certificates for Payment issued by the Construction Manager and Architect, the Owner shall make progress payments on account of the Contract Sum, to the Contractor, as provided below and elsewhere in the Contract Documents. § 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: « » Page 263 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 5 / User Notes: (1949259842) 212397v2 § 5.1.3 When an Application for Payment is received by the Construction Manager, payment of the amount certified shall be made by the Owner not later than «thirty-five » ( «35 » ) days after the Construction Manager receives and certifies the Application for Payment. Unless expressly otherwise agreed in this Contract, payments and payment disputes shall be governed by the Prompt Payment of Local Government Bills, Minn. Stat. Sec. 471.425 (“Prompt Payment Act”). (Federal, state or local laws may require payment within a certain period of time.) § 5.1.3.1 Prompt Payment to Subcontractors Required by MN Law. The Contractor shall pay each Subcontractor no later than ten 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. Per 471.425 Minnesota Statutes, the prime contractor must pay any subcontractor within ten days of the prime contractor’s receipt of payment from the Public Body/Owner for undisputed services provided by the subcontractor. The prime contractor must pay the subcontractor interest of 1 ½ percent per month on any disputed amounts not paid on time. The minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. For an unpaid balance of less than $100, the prime contractor shall pay the actual penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from a prime contractor must be awarded its costs and disbursements, including attorney’s fees, incurred in bringing the action. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub- subcontractors in a similar manner. § 5.1.4 Progress Payments Where the Contract Sum is Based on a Stipulated Sum § 5.1.4.1 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form, and supported by such data to substantiate its accuracy, as the Construction Manager and Architect may require. This schedule of values shall be used as a basis for reviewing the Contractor’s Applications for Payment. § 5.1.4.2 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. § 5.1.4.3 In accordance with AIA Document A232™–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition, as modified, and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: § 5.1.4.3.1 The amount of each progress payment shall first include: .1 That portion of the Contract Sum properly allocable to completed Work; .2 That portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction, or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing; and .3 That portion of Construction Change Directives that the Architect determines, in the Architect’s professional judgment, to be reasonably justified. § 5.1.4.3.2 The amount of each progress payment shall then be reduced by: .1 The aggregate of any amounts previously paid by the Owner; .2 The amount, if any, for Work that remains uncorrected and for which the Architect has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A232–2019; .3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Contractor intends to pay; .4 For Work performed or defects discovered since the last payment application, any amount for which the Architect may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A232–2019; and Page 264 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 6 / User Notes: (1949259842) 212397v2 .5 Retainage withheld pursuant to Section 5.1.7. § 5.1.5 INTENTIONALLY OMITTED § 5.1.6 INTENTIONALLY OMITTED § 5.1.7 Retainage § 5.1.7.1 For each progress payment made prior to when the Work of this Contract is substantially complete, the Owner may withhold the following amount, as retainage, from the payment otherwise due: (Insert a percentage or amount to be withheld as retainage from each Application for Payment. The amount of retainage may be limited by governing law.) «Five percent (5%) » § 5.1.7.1.1 The following items are not subject to retainage: (Insert any items not subject to the withholding of retainage, such as general conditions, insurance, etc.) « » § 5.1.7.2 Reduction or limitation of retainage, if any, shall be as follows: (If the retainage established in Section 5.1.7.1 is to be modified prior to when the entire Work of this Contract is substantially complete, including modifications for completion of portions of the Work as provided in Section 3.4.2, insert provisions for such modifications.) «No reduction in retainage until substantial completion » § 5.1.7.3 Except as set forth in this Section 5.1.7.3, when the Work of this Contract is substantially complete, the Contractor may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 5.1.7. The Application for Payment submitted when the Work of this Contract is substantially complete shall not include retainage as follows: (Insert any other conditions for release of retainage when the Work of this Contract is substantially complete, or upon Substantial Completion of the Work of all Contractors on the Project or portions thereof.) « As set forth in A232-2019 General Conditions Section 9.8.6 » § 5.2 Final Payment § 5.2.1 Final Payment Where the Contract Sum is Based on a Stipulated Sum § 5.2.1.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when .1 the Contractor has fully performed the Contract except for the Contractor’s responsibility to correct Work as provided in Article 12 of AIA Document A232–2019, and to satisfy other requirements, if any, which extend beyond final payment; and .2 a final Certificate for Payment or Project Certificate for Payment has been issued by the Architect. § 5.2.1.2 The Owner’s final payment to the Contractor shall be made no later than 30 days after the issuance of the final Certificate for Payment or Project Certificate for Payment § 5.3 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if any.) « 4 » % « per annum » « » Page 265 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 7 / User Notes: (1949259842) 212397v2 ARTICLE 6 DISPUTE RESOLUTION § 6.1 Initial Decision Maker The Architect will serve as Initial Decision Maker pursuant to Article 15 of AIA Document A232–2019, unless the parties appoint below another individual, not a party to this Agreement, to serve as Initial Decision Maker. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.) § 6.2 Binding Dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Article 15 of AIA Document A232– 2019, the method of binding dispute resolution shall be as follows: (Check the appropriate box.) [ «X » ] Litigation in a court of competent jurisdiction, in the county where the project is located. If the Owner and Contractor do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction. ARTICLE 7 TERMINATION OR SUSPENSION § 7.1 Where the Contract Sum is a Stipulated Sum § 7.1.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A232–2019. § 7.1.1.1 If the Contract is terminated for the Owner’s convenience in accordance with Article 14 of AIA Document A232–2019, then the Owner shall pay the Contractor a termination fee as follows: (Insert the amount of, or method for determining, the fee, if any, payable to the Contractor following a termination for the Owner’s convenience.) «N/A. » § 7.1.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A232–2019. § 7.2 INTENTIONALLY OMITTED § 7.3 Suspension The Work may be suspended by the Owner as provided in Article 14 of AIA Document A232–2019; in such case, the Contract Sum and Contract Time shall be increased as provided in Article 14 of AIA Document A232–2019, except that the term “profit” shall be understood to mean the Contractor’s Fee as described in Section 4.3.2 or 4.4.2, as applicable, of this Agreement. ARTICLE 8 MISCELLANEOUS PROVISIONS § 8.1 Where reference is made in this Agreement to a provision of AIA Document A232–2019 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 8.2 The Owner’s representative: (Name, address, email address, and other information) «Karl Huemiller Recreation Services Director 7000 Nicollet Ave. Richfield, MN 55423 Page 266 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 8 / User Notes: (1949259842) 212397v2 (P) 612-861-9387 khuemiller@richfieldmn.gov» § 8.3 The Contractor’s representative: (Name, address, email address, and other information) « Jeremy Roethler Davis Mechanical Systems 21225 Hamburg Ave. Suite 3 Lakeville, MN 55044 507-251-7552 jroethler@davismechmn.com» § 8.4 Neither the Owner’s nor the Contractor’s representative shall be changed without ten days’ prior notice to the other party. § 8.5 Insurance and Bonds § 8.5.1 The Owner and the Contractor shall purchase and maintain insurance as set forth in AIA Document A132™–2019, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition, Exhibit A, Insurance and Bonds, and elsewhere in the Contract Documents. § 8.5.2 The Contractor shall provide bonds as set forth in AIA Document A132™–2019, Exhibit A, and elsewhere in the Contract Documents. § 8.6 Notice in electronic format, pursuant to Article 1 of AIA Document A232–2019, may be given in accordance with AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, if completed, or as otherwise set forth below: (If other than in accordance with AIA Document E203–2013, insert requirements for delivering notice in electronic format such as name, title, and email address of the recipient and whether and how the system will be required to generate a read receipt for the transmission.) « » § 8.7 Relationship of the Parties Where the Contract is based on the Cost of the Work plus the Contractor’s Fee, with or without a Guaranteed Maximum Price, the Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Contractor’s skill and judgment in furthering the interests of the Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner’s interests. The Owner agrees to furnish and approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents. § 8.8 Other provisions: § 8.8.1 MN PREVAILING WAGE § 8.8.1.1 Wage Determination This is a prevailing wage project. All contractor and subcontractors shall pay at least the minimum prevailing wage as published by the State of Minnesota and conform to the labor laws of the State of Minnesota and all other laws, ordinances, and legal requirements affecting their work in Minnesota. § 8.8.1.2 Pursuant to Minnesota Statutes 177.43, “No laborer or mechanic employed directly upon the project worksite by the contractor or any subcontractor, agent, or other person doing or contracting to do all or a part of the work on the project, shall be permitted or required to work more hours than the prevailing hours of labor unless such laborer or mechanic is paid for all hours in excess of the prevailing hours at a rate of at least 1-1/2 times his hourly basic rate of pay; nor shall he be paid a lesser rate of wages than the Page 267 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 9 / User Notes: (1949259842) 212397v2 prevailing wage rate in the same or most similar trade or occupation area.” Nothing in this contract shall be construed as prohibiting the contractor or subcontractor from paying the negotiated wage rate. § 8.8.1.3 Any project with an estimated total cost of more than $25,000 must comply with Minnesota Statute 177.41-44, which is commonly known as The Little Davis Bacon Act. To facilitate compliance pursuant to the Statute, wage determinations were prepared for different trades for each county from which labor for said project would be secured. It is the stated public policy of M.S. 177.41 as follows: “It is in the public interest that public buildings and other public works be constructed and maintained by the best means and highest quality of labor reasonably available, and that persons working on public works be compensated according to the real value of the services they perform. It is therefore declared to be the public policy of this State that wages of laborers, workmen, and mechanics engaged in State project would be comparable to wages paid for similar work in the community as a whole.” Any wage determinations which are found not to be so promulgated do not relieve the contractor from any responsibility for paying the prevailing wage rate of the trade in question. Additional classifications may develop between certification by the Minnesota Department of Labor and Industry. Therefore, no inferences may be drawn from the omission of a classification which has local usage. Further, the Owner will not be liable for increased labor cost, errors in the rates of classifications, or changes to same prior to the awarding of contracts. § 8.8.1.4 Information pertaining to the prevailing wage rates, prevailing hours of labor and hourly basic rates may be obtained from the Minnesota Department of Labor and Industry. Said wage rates must be posted in at least one conspicuous place for the employees working on the project. Failure to do so, by any Contractor, subcontractor, or agent, who, after executing a contract in compliance with this section, pays to any laborer, workman, or mechanic employed directly on the project, a lesser wage for work done on the project than the prevailing wage rate, shall be fined $3700 or imprisoned for not more than 90 days or both. Each day any violation of this section continues shall be a separate offense. Prevailing wage rates for this project are attached at the end of this section. § 8.8.1.5 Specification Section marked “PREVAILING WAGES” contains the Minnesota Department of Labor and Industry prevailing wages for this project. § 8.8.1.6 Any violation of Minnesota Statue 177.42-44 shall be reported to the Minnesota Department of Labor and Industry. § 8.8.1.7 The Contractor shall also furnish with each Application for Payment Certified Payroll Statements, setting forth the wages and benefits paid each employee during the time period covered by the Application for Payment, specifying for each employee: name; identifying number; prevailing wage master job classification; hours worked each day; total hours; rate of pay; gross amount earned; each deduction for taxes; total deductions; net pay for week; dollars contributed per hour for each benefit, including name and address of administrator; benefit account number; and telephone number for health and welfare, vacation or holiday, apprenticeship training, pension, and other benefit programs. § 8.8.2 LIQUIDATED DAMAGES § 8.8.2.1 Contractor acknowledges that delays in completion of the Project beyond substantial completion, subject to adjustments as provided in the Contract Documents (the “Substantial Completion Date") would result in the loss of certain benefits to Owner and its constituents, which would be difficult or impracticable to fix or ascertain under presently known and anticipated facts and circumstances. Accordingly, the parties hereby agree that if Contractor fails to achieve Substantial Completion of the Project by the scheduled Substantial Completion Date, then for delays the Owner shall be entitled to recover from Contractor the following: .1 For each calendar day that Substantial Completion of the Project is delayed beyond the Scheduled Substantial Completion Date: $500.00 per day for contracts valued at or under $500,000.00 or will be $1,000.00 per day for contracts that exceed $500,000.01 in total value. Page 268 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 10 / User Notes: (1949259842) 212397v2 § 8.8.2.2 For purpose of this Section, Substantial Completion shall have occurred when the Architect certifies that the project is Substantially Complete in accordance with the General Conditions of Contract. If all work is not finally completed by TBD, Owner shall be entitled to actual damages for damages occurring after that date, and liquidated damages for damages prior to that date. § 8.8.2.3 Contractor shall pay any liquidated damages to Owner within fifteen (15) days of Owner’s invoice. Owner has the right to submit invoices for liquidated damages on a weekly basis. Payment of liquidated damages shall not relieve the Contractor of its other obligations under the parties’ Agreement. Owner, at its option, may deduct the amounts of any liquidated damages from amounts otherwise due to Contractor. § 8.8.2.4 The parties agree that the amount of liquidated damages fixed in this Section is a reasonable forecast of just compensation for harm to the Owner resulting from the Contractor’s failure to meet the Project schedule, and is not a penalty. The parties further agree that in the event the amount of liquidated damages set forth in this Section is held to be unenforceable or challenged by the Contractor as unenforceable for any reason, the Owner shall be entitled to recover its actual, direct, and consequential damages, if any, resulting from Contractor’s delay in achieving Substantial Completion of the Work by the scheduled Substantial Completion Date. § 8.8.3 Certificate of Substantial Completion When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time which the Contractor shall complete all items on the list accompanying the Certificate to sixty (60) calendar days. The Contractor will submit a punch list completion schedule within ten (10) days of receipt of Certificate of Substantial Completion. Any cost incurred by the Architect or Architect’s consultants (after 60 calendar days of substantial completion) to close out the project will be deducted from the Contractor’s contract by change order. 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. Warranties on punch list items will commence on the date of final payment. § 8.8.4 The Contractor, prior to contract award, shall submit electronically to the architect a notarized copy of MN Responsible Contractor Compliance Affidavit from each subcontractor. If a subcontractor is substituted during the project, a new MN Responsible Contractor Compliance Affidavit will be required. » § 8.8.5 INTENTIONALLY OMITTED § 8.8.6 INTENTIONALLY OMITTED § 8.8.7 NON-MINNESOTA CONTRACTOR. Non-Minnesota Contractors for contracts that exceed or can reasonably be expected to exceed $100,000 shall comply with the following Minnesota Department of Revenue Requirements (MN Law, MS 290.9705): § 8.8.7.1 File form SDE (Exemption from Surety Deposits for Non-Minnesota Contractors) with the Minnesota Revenue, Mail Station 6501, St. Paul, Minnesota 55146-6501. An exemption will be granted if: .1 The Contractor provides a cash surety or bond (8% of total contract), secured by an Insurance Company licensed in Minnesota, which guarantees compliance with all provisions of Minnesota withholding, sales and corporate income tax laws, or: .2 The Contractor provides evidence of full compliance with such laws on previous construction work in Minnesota during the last three years. § 8.8.7.2 Submit a copy of form SDE, certified by the Department of Revenue, with the Contractor’s initial Application for Payment. § 8.8.7.3 If an exemption is not granted, 8 percent of each Application for Payment will be withheld as surety and deposited with the Department of Revenue, to be refunded with interest after the Contractor’s State tax obligations are fulfilled. Page 269 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 11 / User Notes: (1949259842) 212397v2 § 8.8.8 FIREARMS PROHIBITED § 8.8.8.1 No provider of services pursuant to this contract, including but not limited to employees, agents, suppliers or subcontractor’s of the Contractor shall carry or possess a firearm on the Owner’s premises or while acting on behalf of the Owner pursuant to the terms of this agreement. Violation of this provision shall be considered a substantial breach of the Agreement; and, in addition to any other remedy available to the Owner under law or equity. Violation of this provision is grounds for immediate suspension or termination of this contract. ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS § 9.1 This Agreement is comprised of the following documents: .1 AIA Document A132™–2019, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition, as modified .2 AIA Document A132™–2019, Exhibit A, Insurance and Bonds Exhibit .3 AIA Document A232™–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition .4 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.) « N/A » .5 Drawings Number Title Date See Exhibit B Drawing Log 9/26/2025 .6 Specifications Section Title Date Pages See Exhibit C Specifications Log 9/26/2025 4 .7 Addenda, if any: Number Date Pages 1 2 3 9/15/25 9/19/25 9/26/25 16 33 71 Portions of Addenda relating to bidding or proposal requirements are not part of the Contract Documents unless the bidding or proposal requirements are also enumerated in this Article 9. .8 Other Exhibits: (Check all boxes that apply and include appropriate information identifying the exhibit where required.) [ « » ] AIA Document A132™–2019, Exhibit B, Determination of the Cost of the Work [ « » ] 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.) « » Formatted: Indent: Left: 0.5", Hanging: 0.5" Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: 1" Formatted: Indent: Left: 0" Formatted: Indent: Left: 0.5", Hanging: 0.5" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 0.5", Hanging: 0.5" Formatted: Indent: Left: 0" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 0.5", Hanging: 0.5" Formatted: Indent: Left: 0" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 0.56", Hanging: 0.44" Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Page 270 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 12 / User Notes: (1949259842) 212397v2 [ « » ] The Sustainability Plan: Title Date Pages [ «X » ] Supplementary and other Conditions of the Contract: Document Title Date Pages Exhibit D Exhibit E Exhibit F *Bid Scope Schedule Logistics 9/26/25 9/26/25 9/26/25 4 2 1 .9 Other documents, if any, listed below: (List here any additional documents that are intended to form part of the Contract Documents. AIA Document A232–2019 provides that the advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor’s bid or proposal, portions of Addenda relating to bidding or proposal requirements, and other information furnished by the Owner in anticipation of receiving bids or proposals, are not part of the Contract Documents unless enumerated in this Agreement. Any such documents should be listed here only if intended to be part of the Contract Documents.) « » This Agreement is entered into as of the day and year first written above. OWNER (Signature) CONTRACTOR (Signature) «By: Mary B. Supple, Mayor» «» (Printed name and title) (Printed name and title) OWNER (Signature) «By: Katie Rodriguez, City Manager» (Printed name and title) Formatted: Indent: Left: -0.33" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: -0.33" Formatted Table Page 271 of 499 AIA® Document A132™ – 2019 Exhibit A Insurance and Bonds AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Document A232™– 2019, General Conditions of the Contract for Construction. Article 11 of A232™–2019 contains additional insurance provisions ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. This Insurance and Bonds Exhibit is part of the Agreement, between the Owner and the Contractor, dated the «29th » day of « October » in the year «Two Thousand Twenty- Five » (In words, indicate day, month, and year.) for the following PROJECT: (Name and location or address) «Veterans Park Improvements - Aquatics» «6335 Portland Ave, Richfield, MN 55423 This includes improvements to the pool, supporting areas and building improvements. » THE OWNER: (Name, legal status, and address) «City of Richfield»« » « 6700 Portland Ave Richfield, MN 55423» THE CONTRACTOR: (Name, legal status, and address) «Per AIA A132-2019» TABLE OF ARTICLES A.1 GENERAL A.2 OWNER’S INSURANCE A.3 CONTRACTOR’S INSURANCE AND BONDS A.4 SPECIAL TERMS AND CONDITIONS ARTICLE A.1 GENERAL The Owner and Contractor shall purchase and maintain insurance, and provide bonds, as set forth in this Exhibit. As used in this Exhibit, the term General Conditions refers to AIA Document A232™–2019, General Conditions of the Contract for Construction. ARTICLE A.2 OWNER’S INSURANCE § A.2.1 General Prior to commencement of the Work, the Owner shall secure the insurance, and provide evidence of the coverage, required under this Article A.2 and, upon the Contractor’s request, provide a copy of the property insurance policy or policies required by Section A.2.3. The copy of the policy or policies provided shall contain all applicable conditions, definitions, exclusions, and endorsements. Page 272 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 2 § A.2.2 Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner’s usual general liability insurance. § A.2.3 Required Property Insurance § A.2.3.1 Unless this obligation is placed on the Contractor pursuant to Section A.3.3.2.1, the Owner shall purchase and maintain, from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located, property insurance written on a builder's risk “all-risks” completed value or equivalent policy form and sufficient to cover the total value of the entire Project on a replacement cost basis. The Owner’s property insurance coverage shall be no less than the amount of the initial Contract Sum, plus the value of subsequent Modifications and labor performed and materials or equipment supplied by others. The property insurance shall be maintained until Substantial Completion and thereafter as provided in Section A.2.3.1.3, unless otherwise provided in the Contract Documents or otherwise agreed in writing by the parties to this Agreement. This insurance shall include the interests of the Owner, Contractor, Subcontractors, and Sub-subcontractors in the Project as insureds. This insurance shall include the interests of mortgagees as loss payees. § A.2.3.1.1 Causes of Loss. The insurance required by this Section A.2.3.1 shall provide coverage for direct physical loss or damage, and shall not exclude the risks of fire, explosion, theft, vandalism, malicious mischief, collapse, earthquake, flood, or windstorm. The insurance shall also provide coverage for ensuing loss or resulting damage from error, omission, or deficiency in construction methods, design, specifications, workmanship, or materials. Sub- limits, if any, are as follows: (Indicate below the cause of loss and any applicable sub-limit.) Causes of Loss Sub-Limit § A.2.3.1.2 Specific Required Coverages. The insurance required by this Section A.2.3.1 shall provide coverage for loss or damage to false work and other temporary structures, and to building systems from testing and startup. The insurance shall also cover debris removal, including demolition occasioned by enforcement of any applicable legal requirements, and reasonable compensation for the Architect’s, Construction Manager’s, and Contractor’s services and expenses required as a result of such insured loss, including claim preparation expenses. Sub-limits, if any, are as follows: (Indicate below type of coverage and any applicable sub-limit for specific required coverages.) Coverage Sub-Limit § A.2.3.1.3 Unless the parties agree otherwise, upon Substantial Completion, the Owner shall continue the insurance required by Section A.2.3.1 or, if necessary, replace the insurance policy required under Section A.2.3.1 with property insurance written for the total value of the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section 12.2.2 of the General Conditions. § A.2.3.1.4 Deductibles and Self-Insured Retentions. If the insurance required by this Section A.2.3 is subject to deductibles or self-insured retentions, the Owner shall be responsible for all loss not covered because of such deductibles or retentions. § A.2.3.2 Occupancy or Use Prior to Substantial Completion. The Owner’s occupancy or use of any completed or partially completed portion of the Work prior to Substantial Completion shall not commence until the insurance company or companies providing the insurance under Section A.2.3.1 have consented in writing to the continuance of coverage. The Owner and the Contractor shall take no action with respect to partial occupancy or use that would cause cancellation, lapse, or reduction of insurance, unless they agree otherwise in writing. § A.2.3.3 Insurance for Existing Structures If the Work involves remodeling an existing structure or constructing an addition to an existing structure, the Owner shall purchase and maintain, until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, “all-risks” property insurance, on a replacement cost basis, protecting the existing structure against direct physical loss or damage from the causes of loss identified in Section A.2.3.1, notwithstanding the undertaking of the Work. The Owner shall be responsible for all co-insurance penalties. Page 273 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 3 § A.2.4 Optional Extended Property Insurance. The Owner shall purchase and maintain the insurance selected and described below. (Select the types of insurance the Owner is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance. For each type of insurance selected, indicate applicable limits of coverage or other conditions in the fill point below the selected item.) [ « » ] § A.2.4.1 Loss of Use, Business Interruption, and Delay in Completion Insurance, to reimburse the Owner for loss of use of the Owner’s property, or the inability to conduct normal operations due to a covered cause of loss. « » [ « » ] § A.2.4.2 Ordinance or Law Insurance, for the reasonable and necessary costs to satisfy the minimum requirements of the enforcement of any law or ordinance regulating the demolition, construction, repair, replacement or use of the Project. « » [ « » ] § A.2.4.3 Expediting Cost Insurance, for the reasonable and necessary costs for the temporary repair of damage to insured property, and to expedite the permanent repair or replacement of the damaged property. « » [ « » ] § A.2.4.4 Extra Expense Insurance, to provide reimbursement of the reasonable and necessary excess costs incurred during the period of restoration or repair of the damaged property that are over and above the total costs that would normally have been incurred during the same period of time had no loss or damage occurred. « » [ « » ] § A.2.4.5 Civil Authority Insurance, for losses or costs arising from an order of a civil authority prohibiting access to the Project, provided such order is the direct result of physical damage covered under the required property insurance. « » [ « » ] § A.2.4.6 Ingress/Egress Insurance, for loss due to the necessary interruption of the insured’s business due to physical prevention of ingress to, or egress from, the Project as a direct result of physical damage. « » [ « » ] § A.2.4.7 Soft Costs Insurance, to reimburse the Owner for costs due to the delay of completion of the Work, arising out of physical loss or damage covered by the required property insurance: including construction loan fees; leasing and marketing expenses; additional fees, including those of architects, engineers, consultants, attorneys and accountants, needed for the completion of the construction, repairs, or reconstruction; and carrying costs such as property taxes, building permits, additional interest on loans, realty taxes, and insurance premiums over and above normal expenses. « » § A.2.5 Other Optional Insurance. The Owner shall purchase and maintain the insurance selected below. Page 274 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 4 (Select the types of insurance the Owner is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance.) [ « » ] § A.2.5.1 Cyber Security Insurance for loss to the Owner due to data security and privacy breach, including costs of investigating a potential or actual breach of confidential or private information. (Indicate applicable limits of coverage or other conditions in the fill point below.) « » [ « » ] § A.2.5.2 Other Insurance (List below any other insurance coverage to be provided by the Owner and any applicable limits.) Coverage Limits ARTICLE A.3 CONTRACTOR’S INSURANCE AND BONDS § A.3.1 General § A.3.1.1 Certificates of Insurance. The Contractor shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article A.3 at the following times: (1) prior to commencement of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon the Owner’s written request. An additional certificate evidencing continuation of commercial liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment and thereafter upon renewal or replacement of such coverage until the expiration of the periods required by Section A.3.2.1 and Section A.3.3.1. The certificates will show the Owner as an additional insured on the Contractor’s Commercial General Liability and excess or umbrella liability policy or policies. § A.3.1.2 Deductibles and Self-Insured Retentions. The Contractor shall disclose to the Owner any deductible or self- insured retentions applicable to any insurance required to be provided by the Contractor. § A.3.1.3 Additional Insured Obligations. To the fullest extent permitted by law, the Contractor shall cause the commercial general liability coverage to include (1) the Owner, the Architect and the Architect’s consultants, and the Construction Manager and the Construction Manager’s consultants, as additional insureds for claims caused in whole or in part by the Contractor’s negligent acts or omissions during the Contractor’s operations; and (2) the Owner as an additional insured for claims caused in whole or in part by the Contractor’s negligent acts or omissions for which loss occurs during completed operations. The additional insured coverage shall be primary and non- contributory to any of the Owner’s general liability insurance policies and shall apply to both ongoing and completed operations. To the extent commercially available, the additional insured coverage shall be no less than that provided by Insurance Services Office, Inc. (ISO) forms CG 20 10 07 04, CG 20 37 07 04, and, with respect to the Architect and the Architect’s consultants, and the Construction Manager and the Construction Manager’s consultants, CG 20 32 07 04. § A.3.2 Contractor’s Required Insurance Coverage § A.3.2.1 The Contractor shall purchase and maintain the following types and limits of insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Contractor shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, unless a different duration is stated below: (If the Contractor is required to maintain insurance for a duration other than the expiration of the period for correction of Work, state the duration.) « » § A.3.2.2 Commercial General Liability § A.3.2.2.1 Commercial General Liability insurance for the Project written on an occurrence form with policy limits of not less than «One Million Dollars » ($ «1,000,000 » ) each occurrence, «Two Million » ($ «2,000,000 » ) general aggregate, and « Two Million » ($ «$2,000,000 » ) aggregate for products-completed operations hazard, providing coverage for claims including Page 275 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 5 .1 damages because of bodily injury, sickness or disease, including occupational sickness or disease, and death of any person; .2 personal injury and advertising injury; .3 damages because of physical damage to or destruction of tangible property, including the loss of use of such property; .4 bodily injury or property damage arising out of completed operations; and .5 the Contractor’s indemnity obligations under Section 3.18 of the General Conditions. § A.3.2.2.2 The Contractor’s Commercial General Liability policy under this Section A.3.2.2 shall not contain an exclusion or restriction of coverage for the following: .1 Claims by one insured against another insured, if the exclusion or restriction is based solely on the fact that the claimant is an insured, and there would otherwise be coverage for the claim. .2 Claims for property damage to the Contractor’s Work arising out of the products-completed operations hazard where the damaged Work or the Work out of which the damage arises was performed by a Subcontractor. .3 Claims for bodily injury other than to employees of the insured. .4 Claims for indemnity under Section 3.18 of the General Conditions arising out of injury to employees of the insured. .5 Claims or loss excluded under a prior work endorsement or other similar exclusionary language. .6 Claims or loss due to physical damage under a prior injury endorsement or similar exclusionary language. .7 Claims related to residential, multi-family, or other habitational projects, if the Work is to be performed on such a project. .8 Claims related to roofing, if the Work involves roofing. .9 Claims related to exterior insulation finish systems (EIFS), synthetic stucco or similar exterior coatings or surfaces, if the Work involves such coatings or surfaces. .10 Claims related to earth subsidence or movement, where the Work involves such hazards. .11 Claims related to explosion, collapse and underground hazards, where the Work involves such hazards. § A.3.2.3 Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Contractor, with policy limits of not less than « One Million » ($ « $1,000,000 » ) per accident, for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles along with any other statutorily required automobile coverage. § A.3.2.4 The Contractor may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella insurance policies result in the same or greater coverage as the coverages required under Section A.3.2.2 and A.3.2.3, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § A.3.2.5 Workers’ Compensation at statutory limits. § A.3.2.6 Employers’ Liability with policy limits not less than «One Million Dollars » ($ « 1,000,000 » ) each accident, « One Million Dollars » ($ «1,000,000 » ) each employee, and « One Million Dollars » ($ « 1,000,000 » ) policy limit. § A.3.2.7 Jones Act, and the Longshore & Harbor Workers’ Compensation Act, as required, if the Work involves hazards arising from work on or near navigable waterways, including vessels and docks § A.3.2.8 If the Contractor is required to furnish professional services as part of the Work, the Contractor shall procure Professional Liability insurance covering performance of the professional services, with policy limits of not less than « One Million Dollars » ($ « 1,000,000 » ) per claim and « Two Million Dollars » ($ «2,000,000 » ) in the aggregate. Page 276 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 6 § A.3.2.9 If the Work involves the transport, dissemination, use, or release of pollutants, the Contractor shall procure Pollution Liability insurance, with policy limits of not less than «One Million Dollars » ($ « 1,000,000 » ) per claim and « Two Millions Dollars » ($ «2,000,000 » ) in the aggregate. § A.3.2.10 Coverage under Sections A.3.2.8 and A.3.2.9 may be procured through a Combined Professional Liability and Pollution Liability insurance policy, with combined policy limits of not less than «Two Million » ($ « 2,000,000 » ) per claim and «Four Million Dollars » ($ « 4,000,000 » ) in the aggregate. § A.3.2.11 Insurance for maritime liability risks associated with the operation of a vessel, if the Work requires such activities, with policy limits of not less than «One Million » ($ « 1,000,000 » ) per claim and « One Million » ($ « » ) in the aggregate. § A.3.2.12 Insurance for the use or operation of manned or unmanned aircraft, if the Work requires such activities, with policy limits of not less than « One Million » ($ « 1,000,000 » ) per claim and « One Million » ($ «1,000,000 » ) in the aggregate. § A.3.3 Contractor’s Other Insurance Coverage § A.3.3.1 Insurance selected and described in this Section A.3.3 shall be purchased from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Contractor shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, unless a different duration is stated below: (If the Contractor is required to maintain any of the types of insurance selected below for a duration other than the expiration of the period for correction of Work, state the duration.) « » § A.3.3.2 The Contractor shall purchase and maintain the following types and limits of insurance in accordance with Section A.3.3.1. (Select the types of insurance the Contractor is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance. Where policy limits are provided, include the policy limit in the appropriate fill point.) [ « » ] § A.3.3.2.1 If there is only one Contractor performing the Work on the Project, property insurance of the same type and scope satisfying the requirements identified in Section A.2.3, which, if selected in this section A.3.3.2.1, relieves the Owner of the responsibility to purchase and maintain such insurance except insurance required by Section A.2.3.1.3 and Section A.2.3.3. The Contractor shall comply with all obligations of the Owner under Section A.2.3 except to the extent provided below. The Contractor shall disclose to the Owner the amount of any deductible, and the Owner shall be responsible for losses within the deductible. Upon request, the Contractor shall provide the Owner with a copy of the property insurance policy or policies required. The Owner shall adjust and settle the loss with the insurer and be the trustee of the proceeds of the property insurance in accordance with Article 11 of the General Conditions unless otherwise set forth below: (Where the Contractor’s obligation to provide property insurance differs from the Owner’s obligations as described under Section A.2.3, indicate such differences in the space below. Additionally, if a party other than the Owner will be responsible for adjusting and settling a loss with the insurer and acting as the trustee of the proceeds of property insurance in accordance with Article 11 of the General Conditions, indicate the responsible party below.) « » [ « » ] § A.3.3.2.2 Railroad Protective Liability Insurance, with policy limits of not less than « » ($ « » ) per claim and « » ($ « » ) in the aggregate, for Work within fifty (50) feet of railroad property. [ « » ] § A.3.3.2.3 Asbestos Abatement Liability Insurance, with policy limits of not less than « » ($ « » ) per claim and « » ($ « » ) in the aggregate, for liability arising from the encapsulation, removal, handling, storage, transportation, and disposal of asbestos-containing materials. Page 277 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 7 [ « » ] § A.3.3.2.4 Insurance for physical damage to property while it is in storage and in transit to the construction site on an “all-risks” completed value form. [ « » ] § A.3.3.2.5 Property insurance on an “all-risks” completed value form, covering property owned by the Contractor and used on the Project, including scaffolding and other equipment. [ « » ] § A.3.3.2.6 Other Insurance (List below any other insurance coverage to be provided by the Contractor and any applicable limits.) Coverage Limits § A.3.4 Performance Bond and Payment Bond The Contractor 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 « 100% of Total Contract Amount» Performance Bond « 100% of Total Contract Amount» Payment and Performance Bonds shall be AIA Document A312™, Payment Bond and Performance Bond, or contain provisions identical to AIA Document A312™, current as of the date of this Agreement. ARTICLE A.4 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Insurance and Bonds Exhibit, if any, are as follows: 1. « « « Contractor’s policies shall be primary insurance to any other valid and collectible insurance available to the City with respect to any claim arising out of Contractor’s performance under this contract. 2. Contractor’s policies and Certificate of Insurance shall contain a provision that coverage afforded under the policies shall not be cancelled without at least thirty (30) days’ advanced written notice to the City, or ten (10) days’ written notice for non-payment of premium. 3. Contractor is responsible for payment of Contract related insurance premiums and deductibles. 4. If Contractor is self-insured, a Certificate of Self-Insurance must be attached. 5. Contractor’s policies shall include legal defense fees in addition to its liability policy limits, with the exception of the professional liability insurance. 6. Contractor 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. 7. An Umbrella or Excess Liability insurance policy may be used to supplement the Contractor’s policy limits on a follow-form basis to satisfy the full policy limits required by the Contract. 8. The City reserves the right to immediately terminate the contract if the Contractor is not in compliance with the insurance requirements and retains all rights to pursue any legal remedies against the contractor. 9. All insurance policies must be open to inspection by the City, and copies of policies must be submitted to the City’s authorized representative upon written request. 10. The Contractor is required to submit a Certificates of Insurance acceptable to the City as evidence of the required insurance coverage requirements. 11. The City reserves the right to modify the insurance requirements for a particular project. » Page 278 of 499 AIA® Document A232™ – 2019 General Conditions of the Contract for Construction, Construction Manager as Adviser Edition AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA 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. ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. for the following PROJECT: (Name, and location or address) Veterans Park Improvements - Aquatics 6335 Portland Ave, Richfield, MN 55423 This includes improvements to the pool, supporting areas 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) JLG Architects 710 S 2nd St 8th Floor Minneapolis, MN 55401 Phone: (612) 746-4260» Page 279 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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 Page 280 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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. Page 281 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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. Page 282 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 5 § 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 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. § 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. Page 283 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 6 § 2.3 Information and Services Required of the Owner § 2.3.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. 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. Page 284 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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 Page 285 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 8 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. § 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 Page 286 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 9 considered defective. The Contractor’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the 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 Page 287 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 10 authorization required to resume the operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. § 3.8 Allowances § 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. § 3.8.2 Unless otherwise provided in the Contract Documents: .1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 Contractor’s costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; and .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor’s costs under Section 3.8.2.2. § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. § 3.9 Superintendent § 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. The Superintendent must provide his or her email address and cell phone number to Owner, 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. Page 288 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 11 § 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. § 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, Page 289 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 12 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 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. Page 290 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 13 § 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. § 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 Page 291 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 14 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. 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 Page 292 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 15 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. § 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 Page 293 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 16 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 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. Page 294 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 17 § 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. § 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, Page 295 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 18 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. § 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. Page 296 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 19 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. § 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: Page 297 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 20 .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: .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. Page 298 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 21 § 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. § 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. Page 299 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 22 § 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. 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). Page 300 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 23 § 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. § 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 Page 301 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 24 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, 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; Page 302 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 25 .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. § 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 Page 303 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 26 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. § 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 Page 304 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 27 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. § 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. Page 305 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 28 § 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; .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; Page 306 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 29 .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 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 Page 307 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 30 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. § 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 Page 308 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 31 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 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 Page 309 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 32 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 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 Page 310 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 33 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. § 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. Page 311 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 34 § 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 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: Page 312 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 35 .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 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. Page 313 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 36 § 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 .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 Page 314 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 37 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. § 15.1.6 Claims for Additional Time § 15.1.6.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, notice as provided in Section 15.1.3 shall be given. The Contractor’s Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay only one Claim is necessary. § 15.1.6.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled construction. § 15.2 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 Page 315 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 38 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. § 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. 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. Page 316 of 499 Exhibit B Page 317 of 499 Page 318 of 499 Page 319 of 499 Exhibit C Page 320 of 499 Page 321 of 499 Page 322 of 499 Page 323 of 499 SectioĲ ͏͏ ͓͑ ͏͏ SCOPES OF WORr Richfield Pool IıpŘoveıeĲts – BP#͐ AddeĲduı #͑ ͏͏ ͓͑ ͏͏ - ͐ SCOPES OF WORr PART ͐ – GENERAL ͐.͏͐ - IĲstŘuctioĲs ͐. SubcoĲtŘactoŘs should Řeview all scopes oċ woŘk aĲd Ĳotiċƅ the CoĲstŘuctioĲ MaĲaČeŘ oċ aĲƅ ıissiĲČ, oveŘlappiĲČ oŘ uĲcleaŘ eƄpectatioĲs. ͑. Scope ċoŘıs will be iĲcluded as aĲ eƄhibit to subcoĲtŘacts aĲd shall Ĳot be ıodiƱed. ͒. Coıplete the bid ċoŘı as diŘected aĲd attach ’͏.͏ - GeĲeŘal ReŗuiŘeıeĲts ċoŘ All Scope oċ WoŘk’ aĲd attached the scopeϼsϽ oċ woŘk that aŘe iĲcluded iĲ ƅouŘ pŘoposal. ͐.͏͑ – Related SectioĲs A. ͏͏ ͓͐ ͏͏ - Bid FoŘı PART ͑ – WORr SCOPES ͏.͏ - GeĲeŘal ReŗuiŘeıeĲts foŘ All Scope of WoŘk ͐. TŘade CoĲtŘactoŘ has Řeviewed DivisioĲs ͏͏ aĲd ͏͐ aĲd iĲcludes all ĲecessaŘƅ costs to coıplƅ with the ŘeŗuiŘeıeĲts oċ these sectioĲs. ͑. TŘade CoĲtŘactoŘ has Řeviewed all plaĲs aĲd speciƱcatioĲs. ͒. TŘade CoĲtŘactoŘ to assuıe staĲdaŘd daƅtiıe woŘkiĲČ houŘs uĲless Ĳoted otheŘwise. ͓. TŘade CoĲtŘactoŘ shall Ʊeld veŘiċƅ eƄistiĲČ coĲditioĲs ċoŘ deƱcieĲcies, uĲsatisċactoŘƅ coĲditioĲs, uĲacceptable diıeĲsioĲal toleŘaĲces, aĲd Ĳotiċƅ the CoĲtŘactoŘ oċ such pŘioŘ to iĲstalliĲČ woŘk. RepaiŘs oŘ coŘŘectioĲs ŘeŗuiŘed due to uĲsatisċactoŘƅ substŘate, aċteŘ acceptaĲce shall be peŘċoŘıed at the sole eƄpeĲse oċ this TŘade CoĲtŘactoŘ. ͔. TŘade CoĲtŘactoŘ to cooŘdiĲate with otheŘ TŘade CoĲtŘactoŘs ċoŘ all coĲstŘuctioĲ puŘposes. ͕. TŘade CoĲtŘactoŘ has cŘoss ŘeċeŘeĲced all GeĲeŘal, Civil, AŘchitectuŘal, StŘuctuŘal, MechaĲical, ElectŘical, aĲd DeıolitioĲ DŘawiĲČs, aĲd iĲclude all ŘeŗuiŘed costs ċoŘ a coıplete scope peŘ the bid packaČes aĲd speciƱcatioĲ sectioĲs beiĲČ pŘoposed upoĲ. Iċ a discŘepaĲcƅ eƄists oĲ the plaĲs, eitheŘ Ĳotiċƅ LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ iĲ wŘitiĲČ pŘioŘ to the bid date so that the issue caĲ be Řesolved via aĲ addeĲduı, oŘ iĲclude the ıoŘe eƄpeĲsive optioĲ iĲ the base bid. ͖. LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ will pŘovide each TŘade CoĲtŘactoŘ with electŘoĲic Ʊles oċ the plaĲs aĲd speciƱcatioĲs. It will be this TŘade CoĲtŘactoŘ’s ŘespoĲsibilitƅ to pŘiĲt haŘd copies oċ the plaĲs aĲd aĲƅ subseŗueĲt chaĲČe docuıeĲts as Ĳeeded iċ awaŘded the pŘoject. ͗. At a ıiĲiıuı, TŘade CoĲtŘactoŘ will coıplƅ with OSHA ŘeČulatioĲs aĲd LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ’s Saċetƅ xŘoČŘaı duŘiĲČ the couŘse oċ the pŘoject ϼiĲcludiĲČ leadiĲČ edČe ŘetŘactable ċoŘ all leadiĲČ-edČe woŘkϽ Page 324 of 499 SectioĲ ͏͏ ͓͑ ͏͏ SCOPES OF WORr Richfield Pool IıpŘoveıeĲts – BP#͐ AddeĲduı #͑ ͏͏ ͓͑ ͏͏ - ͑ SCOPES OF WORr ͘. TŘade CoĲtŘactoŘ ıust cooŘdiĲate all woŘk aĲd deliveŘies with LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ’s oĲsite SupeŘiĲteĲdeĲt. ͐͏. TŘade CoĲtŘactoŘ shall stoŘe ıateŘials iĲ a saċe ıaĲĲeŘ which will be secuŘe, dŘƅ, aĲd peŘıit easƅ access ċoŘ iĲspectioĲ aĲd ideĲtiƱcatioĲ. LocatioĲ shall be cooŘdiĲated with the CoĲtŘactoŘ pŘioŘ to deliveŘƅ. ͐͐. TŘade CoĲtŘactoŘ aČŘees that stoŘaČe space oĲsite is liıited aĲd Ĳot ČuaŘaĲteed, aĲd iċ such stoŘaČe is allowed, all iteıs shall be Řelocated as ĲecessaŘƅ ċoŘ the pŘoČŘess oċ the WoŘk as deteŘıiĲed bƅ the CoĲtŘactoŘ. Such ŘelocatioĲ shall be doĲe bƅ this TŘade CoĲtŘactoŘ at Ĳo additioĲal cost. ͐͑. TŘade CoĲtŘactoŘ is ŘespoĲsible ċoŘ all oƯloadiĲČ shall have oĲ-site ŘepŘeseĲtatioĲ ċoŘ Řeceipt oċ all deliveŘies to iĲclude oƯloadiĲČ. AĲƅ oƯloadiĲČ peŘċoŘıed bƅ the CoĲtŘactoŘ shall be paid ċoŘ bƅ TŘade CoĲtŘactoŘ. ͐͒. TŘade CoĲtŘactoŘ shall iĲclude all ċees, peŘıits, iĲspectioĲs, hoistiĲČ, liċtiĲČ, scaƯoldiĲČ, aĲd eŗuipıeĲt ŘeŗuiŘed to coıplete this Scope oċ WoŘk. ͓͐. LoeƯleŘ ıakes Ĳo ČuaŘaĲtee that teıpoŘaŘƅ poweŘ will be opeŘatioĲal at the staŘt aĲd duŘatioĲ oċ the TŘade CoĲtŘactoŘs scope oċ woŘk. TŘade CoĲtŘactoŘs shall pŘovide a ıeaĲs oċ poweŘ to peŘċoŘı theiŘ woŘk, iċ teıpoŘaŘƅ poweŘ is Ĳot available. ͔͐. TŘade CoĲtŘactoŘ shall take all ĲecessaŘƅ ıeasuŘes to pŘotect eƄistiĲČ coĲstŘuctioĲ aĲd eŗuipıeĲt ċŘoı daıaČe aĲd shall ŘepaiŘ daıaČe caused bƅ theiŘ eıploƅees aĲd eŗuipıeĲt. ͕͐. TŘade CoĲtŘactoŘ shall be ŘespoĲsible ċoŘ the cost oċ Ře-woŘk aĲd Ře-iĲspectioĲ ċees because oċ testiĲČ oŘ iĲspectioĲ ċailuŘe. ͖͐. All Close-Out docuıeĲts ıust be subıitted to LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ withiĲ ͐͏ daƅs oċ the pŘoject SubstaĲtial CoıpletioĲ date. FiĲal paƅıeĲt aĲd ŘetaiĲaČe will be held uĲtil all Close-Out docuıeĲts have beeĲ Řeceived. All Close-Out docuıeĲts shall be issued iĲ both haŘd copƅ aĲd electŘoĲic ċoŘıat ϼxDFϽ. ͐͗. Each TŘade CoĲtŘactoŘ will pŘovide dailƅ cleaĲiĲČ oċ theiŘ woŘk aŘeas. DebŘis shall be placed iĲ duıpsteŘs pŘovided bƅ LoeƯleŘ. This shall be cooŘdiĲated with the xŘoject SupeŘiĲteĲdeĲt. Iċ ƅouŘ coıpaĲƅ ċails to ıeet this ŘeŗuiŘeıeĲt, LoeƯleŘ will back chaŘČe accoŘdiĲČlƅ. ͐͘. TŘade CoĲtŘactoŘ xŘoject MaĲaČeŘ aĲd theiŘ FoŘeıaĲ shall paŘticipate iĲ a ıaĲdatoŘƅ pŘe- iĲstallatioĲ ıeetiĲČ pŘioŘ to beČiĲĲiĲČ aĲƅ woŘk. ͑͏. TŘade CoĲtŘactoŘ uĲdeŘstaĲd that LoeƯleŘ ċollows COVD-͐͘ ČuidaĲce as pŘepaŘed bƅ the CDC, OSHA aĲd otheŘ public oƯicials. ͑͐. IĲclude ıultiple ıobilizatioĲs as ĲecessaŘƅ to coıplete ƅouŘ Řespective scopeϼsϽ oċ woŘk. ͑͑. TŘade CoĲtŘactoŘs peŘċoŘıiĲČ aĲƅ stŘuctuŘal peĲetŘatioĲs shall iĲclude GxR scaĲĲiĲČ pŘioŘ to staŘtiĲČ. Page 325 of 499 SectioĲ ͏͏ ͓͑ ͏͏ SCOPES OF WORr Richfield Pool IıpŘoveıeĲts – BP#͐ AddeĲduı #͑ ͏͏ ͓͑ ͏͏ - ͔ SCOPES OF WORr ͑͑.͏ - MechaĲical – CoıbiĲed SpeciƱcatioĲs IĲcluded: ͏͖ ͓͗ ͏͏ DivisioĲ ͑͏ Coıplete DivisioĲ ͑͑ Coıplete DivisioĲ ͑͒ Coıplete Scope oċ WoŘk: ͐. IĲclude coıplete pluıbiĲČ aĲd HVAC sƅsteıs peŘ plaĲs aĲd specs iĲcludiĲČ all eŗuipıeĲt, ƱƄtuŘes aĲd iteıs listed oĲ the xluıbiĲČ aĲd HVAC schedules. IĲcludes Řeıoval aĲd disposal oċ all ıechaĲical/pluıbiĲČ eŗuipıeĲt as called ċoŘ iĲ plaĲs aĲd specs. ͑. FuŘĲish aĲd iĲstall all ŘeŗuiŘed ıechaĲical louveŘs, diƯuseŘs, ŘeČisteŘs aĲd ČŘilles. ͒. The buildiĲČ will be uĲoccupied aĲd wiĲteŘized duŘiĲČ cold weatheŘ ıoĲths. ͓. IĲclude teıpoŘaŘƅ heat ŘeŗuiŘed ċoŘ iĲteŘioŘ woŘk duŘiĲČ cold weatheŘ ıoĲths. No eƄistiĲČ heatiĲČ sƅsteı is pŘeseĲt withiĲ the buildiĲČ. IĲclude iĲdiŘect ƱŘed heateŘs, hoses, ċuel, aĲd peŘıits ŘeŗuiŘed ċoŘ teıpoŘaŘƅ heat. ͔. BuildiĲČ wateŘ sƅsteı ıust be wiĲteŘized aČaiĲ bƅ this coĲtŘactoŘ upoĲ coıpletioĲ oċ woŘk aĲd Řeıoval oċ teıpoŘaŘƅ heat. ͕. FuŘĲish aĲd iĲstall all ıechaĲical access paĲels. ͖. IĲclude Řeıoval aĲd ŘeplaceıeĲt oċ eƄhaust ċaĲs aĲd ŘeČisteŘs/ČŘilles as called ċoŘ iĲ plaĲs aĲd speciƱcatioĲs. ͗. IĲcludes ıop siĲk aĲd ŘeŗuiŘed pipiĲČ/coĲĲectioĲs. IĲcludes uĲdeŘČŘouĲd tŘeĲchiĲČ to coıplete pluıbiĲČ ċoŘ Ĳew ıop siĲk. ͘. IĲcludes all discoĲĲects aĲd ıake-saċes ŘeŗuiŘed ċoŘ deıolitioĲ. ͐͏. FuŘĲish aĲd iĲstall all ƲooŘ dŘaiĲs aĲd tŘeĲch dŘaiĲs peŘ plaĲs aĲd specs. ͐͐. IĲclude all coĲdeĲsate liĲes aĲd Čas pipiĲČ peŘ plaĲs aĲd specs. ͐͑. IĲcludes cuttiĲČ, coŘedŘilliĲČ, sawcuttiĲČ, patchiĲČ aĲd sealaĲts as ŘeŗuiŘed to Řoute Ĳew pipe thŘouČh walls aĲd Řooċ peĲetŘatioĲs peŘ plaĲs aĲd specs. ͐͒. IĲclude all tools, ıateŘial, hoistiĲČ aĲd eŗuipıeĲt as ŘeŗuiŘed to coıplete this scope oċ woŘk. ͓͐. IĲclude supplƅ aĲd iĲstallatioĲ oċ Ĳew coĲdeĲsiĲČ uĲits, aiŘ coĲditioĲeŘs, aĲd wateŘ heateŘs peŘ plaĲs aĲd specs. IĲcludes all bŘackets, Čas pipiĲČ, valves, uĲioĲs, diŘt leČs, ŘeČulatoŘs aĲd ŘeċŘiČeŘaĲt pipiĲČ. IĲcludes coĲtŘols ċoŘ all Ĳew eŗuipıeĲt. ͔͐. IĲclude all ƱĲish caulkiĲČ ċoŘ ƱƄtuŘes aĲd ƱĲishes as Ĳeeded. ͕͐. IĲcludes eƄcavatioĲ, Řeıovals, pŘopeŘ pipe beddiĲČ, backƱll aĲd coıpactioĲ ċoŘ all pluıbiĲČ pipe. IĲcludes ıeaĲs aĲd ıethods to saċelƅ eƄcavate aĲd backƱll ċoŘ all pipe. ͖͐. IĲclude laƅout ċoŘ all woŘk. ͐͗. IĲcludes coŘe dŘilliĲČ, cuttiĲČ, sawcuttiĲČ, haĲČeŘs aĲd suppoŘts ċoŘ this scope oċ woŘk. IĲcludes GxR scaĲĲiĲČ ċoŘ all peĲetŘatioĲs. Page 326 of 499 SectioĲ ͏͏ ͓͑ ͏͏ SCOPES OF WORr Richfield Pool IıpŘoveıeĲts – BP#͐ AddeĲduı #͑ ͏͏ ͓͑ ͏͏ - ͕ SCOPES OF WORr ͐͘. xŘovide shop dŘawiĲČs aĲd subıittals iĲ a tiıelƅ ıaĲĲeŘ peŘ the speciƱcatioĲs oŘ as aČŘeed to bƅ the aŘchitect. ͑͏. IĲclude BAS sƅsteı peŘ plaĲs aĲd specs. IĲclude coĲĲectioĲs aĲd ıodiƱcatioĲs to eƄistiĲČ BAS iĲċŘastŘuctuŘe ċoŘ Ĳew aĲd Řeıoved eŗuipıeĲt. ͑͐. IĲcludes all coĲtŘol wiŘiĲČ peŘ plaĲs aĲd specs. ͑͑. IĲclude all testiĲČ, balaĲciĲČ, ıaiĲteĲaĲce aĲd docuıeĲtatioĲ as ŘeŗuiŘed peŘ the peŘıits, plaĲs aĲd specs. ͑͒. TŘade CoĲtŘactoŘ shall pŘovide OSHA appŘoved ċall pŘotectioĲ sƅsteıs as ŘeŗuiŘed ċoŘ the duŘatioĲ oċ theiŘ woŘk. ͓͑. This TŘade CoĲtŘactoŘ is to take the lead aĲd pŘovide cooŘdiĲatioĲ aĲd ideĲtiƱcatioĲ oċ all ıechaĲical aĲd electŘical iteıs above the ceiliĲČs that ıaƅ poteĲtiallƅ coĲƲict. RespoĲsibilities iĲclude leadiĲČ the cooŘdiĲatioĲ ıeetiĲČs, pŘovidiĲČ oveŘlaƅs aĲd ıaĲaČiĲČ poteĲtial space coĲƲicts with LoeƯleŘ aĲd otheŘ TŘade CoĲtŘactoŘs. ͔͑. Applƅ, paƅ ċoŘ, aĲd pŘocuŘe all ŘeŗuiŘed peŘıits ċoŘ this scope oċ woŘk. ͕͑. IĲcludes cooŘdiĲatioĲ oċ outaČes with CoĲstŘuctioĲ MaĲaČeŘ, OwĲeŘ aĲd otheŘ TŘade CoĲtŘactoŘs. ͖͑. IĲcludes cooŘdiĲatioĲ with DŘƅwall aĲd CoĲcŘete/MasoĲŘƅ coĲtŘactoŘ ċoŘ locatioĲs oċ peĲetŘatioĲs iĲ ƲooŘs aĲd walls. ͑͗. IĲclude the cleaĲ up oċ aĲƅ eƄcess ıateŘials oŘ debŘis pŘoduced bƅ this scope oċ woŘk. ͑͘. TŘade CoĲtŘactoŘ ackĲowledČes that stoŘaČe oĲsite is liıited aĲd aČŘees that ıateŘials will be stoŘed oƯsite uĲtil theƅ aŘe Řeadƅ to be iĲstalled as deteŘıiĲed bƅ the LoeƯleŘ SupeŘiĲteĲdeĲt. ͒͏. TŘade CoĲtŘactoŘ is ŘespoĲsible iĲ pŘovidiĲČ all peŘsoĲĲel aĲd ċoŘeıaĲ oĲ-site ċoŘ uĲloadiĲČ oċ all theiŘ deliveŘies. ͒͐. IĲclude ıeaĲs aĲd ıethods ċoŘ teıpoŘaŘƅ pŘotectioĲ oċ ƱĲished pŘoducts aĲd eƄistiĲČ iĲteŘioŘ/eƄteŘioŘ buildiĲČ eĲvelope as ŘeŗuiŘed to coıplete the scope oċ woŘk. ͒͑. IĲclude all as builts, iĲspectioĲs, staŘt up ŘepoŘts, waŘŘaĲties, test/balaĲce ŘepoŘts aĲd OwĲeŘ tŘaiĲiĲČ peŘ the peŘıits, plaĲs aĲd specs. ͒͒. xŘovide lead tiıe ċoŘ CoĲdeĲsiĲČ UĲits ϼ_______________ weeksϽ. ͓͒. IĲclude aĲ additioĲal ϼ͑͏Ͻ houŘs based oĲ hiČhest waČe Řate listed oĲ the Bid xŘoposal FoŘı. HouŘs to be used thŘouČhout the duŘatioĲ oċ the pŘoject at the diŘectioĲ aĲd discŘetioĲ oċ the CoĲstŘuctioĲ MaĲaČeŘ SupeŘiĲteĲdeĲt. ͔͒. IĲclude aĲ additioĲal $͐͏,͏͏͏ ċoŘ teıpoŘaŘƅ pŘotectioĲ aĲd ıisc ıateŘials Ĳot cuŘŘeĲtlƅ showĲ oĲ plaĲs. To be utilized thŘouČhout the duŘatioĲ oċ the pŘoject at the diŘectioĲ aĲd discŘetioĲ oċ the LoeƯleŘ SupeŘiĲteĲdeĲt. Page 327 of 499 ID Task Name Duration Start Finish % Complete 0 RiĐhfield VeteƌaŶs Paƌk IŵpƌoveŵeŶts - AƋuatiĐs Aƌea Ϯϲϰ daǇsMoŶ ϱ/ϭϮ/ϮϱSat ϱ/Ϯϯ/Ϯϲ ϵ% 51 Pool PƌeĐoŶstƌuĐtioŶ ϭϳϭ daǇsMoŶ ϱ/ϭϮ/ϮϱTue ϭ/ϭϯ/Ϯϲ Ϯϭ% 52 DesigŶ SeƌviĐes ϴϭ daǇs MoŶ ϱ/ϭϮ/ϮϱThu ϵ/ϰ/Ϯϱ ϲϱ% 55 EstiŵatiŶg ϭϱ daǇs Tue ϲ/ϭϬ/Ϯϱ MoŶ ϲ/ϯϬ/Ϯϱ ϭϬ... 57 Tƌade CoŶtƌaĐtoƌ BiddiŶg ϯϬ daǇs Fƌi ϵ/ϱ/Ϯϱ Thu ϭϬ/ϭϲ/Ϯϱ Ϭ% 58 BiddiŶg Period ϯ ǁks Fri ϵ/ϱ/Ϯϱ Thu ϵ/Ϯϱ/Ϯϱ Ϭ% 59 CoŶtraĐtiŶg ϯ ǁks Fri ϵ/Ϯϲ/Ϯϱ Thu ϭϬ/ϭϲ/Ϯϱ Ϭ% 60 PƌoĐuƌeŵeŶt ϲϬ daǇs Fƌi ϭϬ/ϭϳ/Ϯϱ Tue ϭ/ϭϯ/Ϯϲ Ϭ% 61 Pool LiŶer ;PlasterͿ ϰ ǁks Fri ϭϬ/ϭϳ/Ϯϱ Thu ϭϭ/ϭϯ/Ϯϱ Ϭ% 62 Site LightiŶg ϲ ǁks Fri ϭϬ/ϭϳ/Ϯϱ Fri ϭϭ/Ϯϴ/Ϯϱ Ϭ% 63 MaiŶ Pool PlaǇ Features ϭϮ ǁks Fri ϭϬ/ϭϳ/Ϯϱ Tue ϭ/ϭϯ/Ϯϲ Ϭ% 64 )ero Depth Pool PlaǇ Features ϭϮ ǁks Fri ϭϬ/ϭϳ/Ϯϱ Tue ϭ/ϭϯ/Ϯϲ Ϭ% 1 CoŶstƌuĐtioŶ - Pool ;SĐhedule to ďe CoŶfiƌŵedͿ ϭϳϳ daǇsSuŶ ϵ/ϳ/Ϯϱ Fƌi ϱ/ϭϱ/Ϯϲ Ϭ% 25 Pool ClosiŶg Ϭ daǇs SuŶ ϵ/ϳ/Ϯϱ SuŶ ϵ/ϳ/Ϯϱ Ϭ% 2 MoďilizatioŶ ϯ daǇs Fri ϭϬ/ϭϳ/Ϯϱ Tue ϭϬ/Ϯϭ/Ϯϱ Ϭ% 27 Eǆteƌioƌ Site Woƌk ϭϯϴ daǇsWed ϭϬ/ϮϮ/ϮϱWed ϱ/ϲ/Ϯϲ Ϭ% 28 Culǀert Repair ϭ ǁk Wed ϭϬ/ϮϮ/ϮϱTue ϭϬ/Ϯϴ/Ϯϱ Ϭ% 29 GradiŶg / RetaiŶiŶg Wall ϯ ǁks Wed ϭϬ/ϮϮ/ϮϱTue ϭϭ/ϭϭ/Ϯϱ Ϭ% 33 Reŵoǀe aŶd ReplaĐe Pool FeŶĐiŶg ϯ ǁks Wed ϭϬ/ϮϮ/ϮϱTue ϭϭ/ϭϭ/Ϯϱ Ϭ% 31 IrrigatioŶ Ϯ ǁks Wed ϭϭ/ϭϮ/ϮϱTue ϭϭ/Ϯϱ/Ϯϱ Ϭ% 30 Sod ϴ daǇs MoŶ ϰ/Ϯϳ/ϮϲWed ϱ/ϲ/Ϯϲ Ϭ% 32 ReplaĐe Site LightiŶg ǁ/ LED Fiǆtures ϭ ǁk MoŶ ϰ/Ϯϳ/ϮϲFri ϱ/ϭ/Ϯϲ Ϭ% 34 AƋuatiĐs ϭϰϱ daǇsWed ϭϬ/ϮϮ/ϮϱFƌi ϱ/ϭϱ/Ϯϲ Ϭ% 35 Reŵoǀe EǆistiŶg PlaǇ Features / Drop Slide Ϯ ǁks Wed ϭϬ/ϮϮ/ϮϱTue ϭϭ/ϰ/Ϯϱ Ϭ% 36 Reŵoǀe EǆistiŶg Pool FiŶishes ϮϬ daǇs Wed ϭϬ/ϮϮ/ϮϱTue ϭϭ/ϭϴ/Ϯϱ Ϭ% 46 MaiŶ Pool - ReplaĐe MaiŶ DraiŶs ϭ ǁk Wed ϭϬ/ϮϮ/ϮϱTue ϭϬ/Ϯϴ/Ϯϱ Ϭ% 44 ReplaĐe LaŶe LiŶe AŶĐhors ϭ ǁk MoŶ ϭϬ/Ϯϳ/ϮϱFri ϭϬ/ϯϭ/Ϯϱ Ϭ% 45 )ero-Depth Pool - ReplaĐe MaiŶ DraiŶs ϭ ǁk Wed ϭϬ/Ϯϵ/ϮϱTue ϭϭ/ϰ/Ϯϱ Ϭ% 37 RestoratioŶ of Pool Slides ϭϲ ǁks MoŶ ϭ/ϱ/Ϯϲ MoŶ ϰ/Ϯϳ/Ϯϲ Ϭ% 38 Re-Plaster )ero-Depth Pool ϭ ǁk MoŶ ϰ/ϮϬ/ϮϲFri ϰ/Ϯϰ/Ϯϲ Ϭ% 49 ReplaĐeŵeŶt of filter saŶd Ϯ ǁks MoŶ ϰ/ϮϬ/ϮϲFri ϱ/ϭ/Ϯϲ Ϭ% 9/5 Bidding Period 9/26 Contracting 10/17 Pool Liner (Plaster) 10/17 Site Lighting 10/17 Main Pool Play Features 10/17 Zero Depth Pool Play Features 9/7 Pool Closing 10/17 Mobilization 10/22 Culvert Repair 10/22 Grading / Retaining Wall 10/22 Remove and Replace Pool Fencing 11/12 Irrigation 4/27 Sod 4/27 Replace Site Lighting w/ LED Fixtures 10/22 Remove Existing Play Features / Drop Slide 10/22 Remove Existing Pool Finishes 10/22 Main Pool - Replace Main Drains 10/27 Replace Lane Line Anchors 10/29 Zero-Depth Pool - Replace Main Drains 1/5 Restoration of Pool Slides 4/20 Re-Plaster Zero-Depth Pool 4/20 Replacement of filter sand Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep OctQtr 2, 2025 Qtr 3, 2025 Qtr 4, 2025 Qtr 1, 2026 Qtr 2, 2026 Qtr 3, 2026 Qtr 4, 2026 Richfield - Veteran' Park ImprovmentsPreliminary ScheduleTue 8/26/25 Page 1 Page 328 of 499 ID Task Name Duration Start Finish % Complete 39 Re-Plaster MaiŶ Pool Ϯ ǁks MoŶ ϰ/Ϯϳ/ϮϲFri ϱ/ϴ/Ϯϲ Ϭ% 42 )ero-Depth Pool Gutter / JoiŶt / IŶlet Repairs ϭ ǁk MoŶ ϰ/Ϯϳ/ϮϲFri ϱ/ϭ/Ϯϲ Ϭ% 43 )ero Depth - IŶstall Pool PlaǇ Features ϭ ǁk MoŶ ϰ/Ϯϳ/ϮϲFri ϱ/ϭ/Ϯϲ Ϭ% 40 MaiŶ Pool PlaǇ Features ϭ ǁk MoŶ ϱ/ϰ/Ϯϲ Fri ϱ/ϴ/Ϯϲ Ϭ% 47 Restore Waterslide Toǁer ;Re-paiŶtͿ Ϯ ǁks MoŶ ϱ/ϰ/Ϯϲ Fri ϱ/ϭϱ/Ϯϲ Ϭ% 41 ReĐaulk Pool CopiŶg JoiŶts ϭ ǁk MoŶ ϱ/ϭϭ/ϮϲFri ϱ/ϭϱ/Ϯϲ Ϭ% 48 Waterproof Gutters ϭ ǁk MoŶ ϱ/ϭϭ/ϮϲFri ϱ/ϭϱ/Ϯϲ Ϭ% 3 Bath House IŵpƌoveŵeŶts ϴϬ daǇs MoŶ ϭ/ϱ/Ϯϲ Fƌi ϰ/Ϯϰ/Ϯϲ Ϭ% 4 DeŵolitioŶ / Reŵoǀals Ϯ ǁks MoŶ ϭ/ϱ/Ϯϲ Fri ϭ/ϭϲ/Ϯϲ Ϭ% 5 TeŵpoƌaƌǇ HeatiŶg ϲϲ daǇs MoŶ ϭ/ϱ/Ϯϲ MoŶ ϰ/ϲ/Ϯϲ Ϭ% 17 MEP DisĐoŶŶeĐts / Make Safe ϭ ǁk MoŶ ϭ/ϱ/Ϯϲ Fri ϭ/ϵ/Ϯϲ Ϭ% 18 MeĐhaŶiĐal RoughiŶs ϯ ǁks MoŶ ϭ/ϭϵ/ϮϲFri Ϯ/ϲ/Ϯϲ Ϭ% 24 MasoŶrǇ Walls / PatĐhiŶg Ϯ ǁks MoŶ ϭ/ϭϵ/ϮϲFri ϭ/ϯϬ/Ϯϲ Ϭ% 15 IŶterior PaiŶtiŶg ϭ ǁk MoŶ Ϯ/Ϯ/Ϯϲ Fri Ϯ/ϲ/Ϯϲ Ϭ% 20 EleĐtriĐal RoughiŶ Ϯ ǁks MoŶ Ϯ/Ϯ/Ϯϲ Fri Ϯ/ϭϯ/Ϯϲ Ϭ% 8 IŶterior Slaď PatĐhiŶg ϭ ǁk MoŶ Ϯ/ϵ/Ϯϲ Fri Ϯ/ϭϯ/Ϯϲ Ϭ% 10 Oǀerhead CoiliŶg Door Shroud ϭ daǇ MoŶ Ϯ/ϵ/Ϯϲ MoŶ Ϯ/ϵ/Ϯϲ Ϭ% 11 QuarrǇ Tile FlooriŶg ǁ/QuarrǇ Tile Base ϴ daǇs MoŶ Ϯ/ϵ/Ϯϲ Wed Ϯ/ϭϴ/Ϯϲ Ϭ% 21 MeĐhaŶiĐal - DuĐt CleaŶiŶg Ϯ daǇs MoŶ Ϯ/ϵ/Ϯϲ Tue Ϯ/ϭϬ/Ϯϲ Ϭ% 12 ϮǆϮ ViŶǇl Coated ACT Grid ;CoŶĐessioŶͿ Ϯ daǇs MoŶ Ϯ/ϭϲ/ϮϲTue Ϯ/ϭϳ/Ϯϲ Ϭ% 19 MeĐhaŶiĐal Triŵ & FiŶish Ϯ ǁks Wed Ϯ/ϭϴ/ϮϲTue ϯ/ϯ/Ϯϲ Ϭ% 22 EleĐtriĐal - Neǁ LightiŶg Ϯ ǁks Wed Ϯ/ϭϴ/ϮϲTue ϯ/ϯ/Ϯϲ Ϭ% 9 ReiŶstall / IŶstall Neǁ SpeĐialties ϭ ǁk Thu Ϯ/ϭϵ/Ϯϲ Wed Ϯ/Ϯϱ/Ϯϲ Ϭ% 13 ϮǆϮ ViŶǇl Coated ACT ;CoŶĐessioŶͿ ϯ daǇs Wed ϯ/ϰ/Ϯϲ Fri ϯ/ϲ/Ϯϲ Ϭ% 14 EpoǆǇ Floor Ϯ ǁks Wed ϯ/ϰ/Ϯϲ Tue ϯ/ϭϳ/Ϯϲ Ϭ% 23 EleĐtriĐal Triŵ & FiŶish Ϯ ǁks Wed ϯ/ϭϴ/ϮϲTue ϯ/ϯϭ/Ϯϲ Ϭ% 16 Eǆterior PaiŶtiŶg ϭ ǁk MoŶ ϰ/ϮϬ/ϮϲFri ϰ/Ϯϰ/Ϯϲ Ϭ% 26 SuďstaŶtial CoŵpletioŶ Ϭ daǇs Fƌi ϱ/ϭϱ/Ϯϲ Fƌi ϱ/ϭϱ/Ϯϲ Ϭ% 65 CitǇ Pool Fill & CoŵŵissioŶiŶg ϳ daǇs MoŶ ϱ/ϭϭ/ϮϲTue ϱ/ϭϵ/Ϯϲ Ϭ% 50 Pool GƌaŶd OpeŶiŶg Ϭ daǇs Sat ϱ/Ϯϯ/Ϯϲ Sat ϱ/Ϯϯ/Ϯϲ Ϭ% 4/27 Re-Plaster Main Pool 4/27 Zero-Depth Pool Gutter / Joint / Inlet Repairs 4/27 Zero Depth - Install Pool Play Features 5/4 Main Pool Play Features 5/4 Restore Waterslide Tower (Re-paint) 5/11 Recaulk Pool Coping Joints 5/11 Waterproof Gutters 1/5 Demolition / Removals 1/5 MEP Disconnects / Make Safe 1/19 Mechanical Roughins 1/19 Masonry Walls / Patching 2/2 Interior Painting 2/2 Electrical Roughin 2/9 Interior Slab Patching 2/9 Overhead Coiling Door Shroud 2/9 Quarry Tile Flooring w/Quarry Tile Base 2/9 Mechanical - Duct Cleaning 2/16 2x2 Vinyl Coated ACT Grid (Concession) 2/18 Mechanical Trim & Finish 2/18 Electrical - New Lighting 2/19 Reinstall / Install New Specialties 3/4 2x2 Vinyl Coated ACT (Concession) 3/4 Epoxy Floor 3/18 Electrical Trim & Finish 4/20 Exterior Painting 5/15 Substantial Completion 5/11 City Pool Fill & Commissioning 5/23 Pool Grand Opening Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep OctQtr 2, 2025 Qtr 3, 2025 Qtr 4, 2025 Qtr 1, 2026 Qtr 2, 2026 Qtr 3, 2026 Qtr 4, 2026 Richfield - Veteran' Park ImprovmentsPreliminary ScheduleTue 8/26/25 Page 2 Page 329 of 499 Contractor parking, staging and dumpster location Material & Equipment access/egress options. Protect existing surfaces as necessary New Splash Pad 8' wide access path. Prep and repair turf upon completion in addition to other turf repairs per plans. Maintain security fencing as needed with existing, new, or temporary fence through project duration. Site shall be secure at all times. Assume a minimum of 250 LF of temporary fencing panels and bases are needed throughout duration of the project. Site Logistics - Richfield Pool Renovation Protect existing sprinkler lines and heads. Repair if necessary. Page 330 of 499 (1949259842) AIA® Document A132™ – 2019 Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition AIA Document A132™ – 2019. Copyright © 1975, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:03 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Documents A232™– 2019, General Conditions of the Contract for Construction, 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. AIA Document A232™–2019 is adopted in this document by reference. Do not use with other general conditions unless this document is modified. ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AGREEMENT made as of the «29th » day of «October » in the year «Two Thousand Twenty-Five » (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 Contractor: (Name, legal status, address, and other information) «Fischer Bros. LLC 4750 W. Park Ave. Chippewa Falls, WI 54729 715-214-8152» for the following Project: (Name, location, and detailed description) «Veterans Park Improvements - Aquatics» «6335 Portland Ave, Richfield, MN 55423 This includes improvements to the pool, supporting areas and building improvements. » 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» The Architect: (Name, legal status, address, and other information) «JLG Architects 710 S 2nd St 8th Floor Minneapolis, MN 55401 Phone: (612) 746-4260 The Owner and Contractor agree as follows. Page 331 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 2 / User Notes: (1949259842) 212397v2 TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 DATE OF COMMENCEMENT AND DATES OF SUBSTANTIAL COMPLETION 4 CONTRACT SUM 5 PAYMENTS 6 DISPUTE RESOLUTION 7 TERMINATION OR SUSPENSION 8 MISCELLANEOUS PROVISIONS 9 ENUMERATION OF CONTRACT DOCUMENTS EXHIBIT A INSURANCE AND BONDS EXHIBIT B DETERMINATION OF THE COST OF THE WORK ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary, and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 9. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 3 DATE OF COMMENCEMENT AND DATES OF SUBSTANTIAL COMPLETION § 3.1 The date of commencement of the Work shall be: (Check one of the following boxes.) [ « X » ] The date of this Agreement. [ « » ] 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.) « » If a date of commencement of the Work is not selected, then the date of commencement shall be the date of this Agreement. § 3.2 The Contract Time shall be measured from the date of commencement of the Work. Page 332 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 3 / User Notes: (1949259842) 212397v2 § 3.3 Substantial Completion of the Project or Portions Thereof § 3.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the date of Substantial Completion of the Work of all of the Contractors for the Project will be: (Insert the date of Substantial Completion of the Work of all Contractors for the Project.) «Substantial Completion: 5/15/2026 Final Completion: 5/23/2026» § 3.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work of all of the Contractors for the Project are to be completed prior to Substantial Completion of the entire Work of all of the Contractors for the Project, the Contractors shall achieve Substantial Completion of such portions by the following dates: Portion of Work Substantial Completion Date TBD § 3.4 When the Work of this Contract, or any Portion Thereof, is Substantially Complete § 3.4.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall substantially complete the entire Work of this Contract: (Check one of the following boxes and complete the necessary information.) [ « » ] Not later than « » ( « » ) calendar days from the date of commencement of the Work. [ « X » ] By the following date: «5/15/2026» § 3.4.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work of this Contract are to be substantially complete prior to when the entire Work of this Contract shall be substantially complete, the Contractor shall substantially complete such portions by the following dates: Portion of Work Date to be substantially complete Main pool zip line Restore waterslide tower Restore pool slides Bride refurbishment 5/8/2026 5/15/2026 4/27/2026 5/15/2026 § 3.4.3 If the Contractor fails to substantially complete the Work of this Contract, or portions thereof, as provided in this Section 3.4, liquidated damages, if any, shall be assessed as set forth in Section 4.5. ARTICLE 4 CONTRACT SUM § 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of the Contract. The Contract Sum shall be one of the following: (Check the appropriate box.) [ «X » ] Stipulated Sum, in accordance with Section 4.2 below § 4.2 Stipulated Sum § 4.2.1 The Contract Sum shall be «Three hundred four thousand four hundred fifty dollars even, $304,450.00 » ), subject to additions and deductions as provided in the Contract Documents. § 4.2.2 Alternates § 4.2.2.1 Alternates, if any, included in the Contract Sum: Item Price Sandblast/paint existing bridge $21,900.00 Page 333 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 4 / User Notes: (1949259842) 212397v2 Provide new zipline (Scope 13.3) $28,650.00 § 4.2.2.2 Subject to the conditions noted below, the following alternates may be accepted by the Owner following execution of this Agreement. Upon acceptance, the Owner shall issue a Modification to this Agreement. (Insert below each alternate and the conditions that must be met for the Owner to accept the alternate.) Item Price Conditions for Acceptance Alt 1A Refurbish APU at Zero depth Alt 1B Replace APU at Zero depth Alt 1C Install new play feature Alt 2A Remove bridge over slides Alt 2B Replace bridge with new AL Alt 3 Install (2) new shade structures Replace bridge like for like Life floor installed on steps of tower $114,300.00 $364,790.00 $63,200.00 $11,250.00 $102,750.00 $118,000.00 $71,140.00 $19,080.00 TBD TBD TBD TBD TBD TBD TBD TBD § 4.2.3 Allowances, if any, included in the Contract Sum: (Identify each allowance.) Item Price n/a § 4.2.4 Unit prices, if any: (Identify the item and state the unit price, and quantity limitations, if any, to which the unit price will be applicable.) Item Units and Limitations Price per Unit ($0.00) Laborer Blaster labor Painter labor Per Hour Per Hour Per Hour $68.13 regular $54.75 regular $71.69 regular § 4.3 INTENTIONALLY OMITTED § 4.4 INTENTIONALLY OMITTED § 4.5 Liquidated damages, if any: (Insert terms and conditions for liquidated damages, if any, to be assessed in accordance with Section 3.4.) «See Section 8.8.2 » § 4.6 Other: (Insert provisions for bonus, cost savings or other incentives, if any, that might result in a change to the Contract Sum.) « N/A » ARTICLE 5 PAYMENTS § 5.1 Progress Payments § 5.1.1 Based upon Applications for Payment submitted to the Construction Manager by the Contractor, and Certificates for Payment issued by the Construction Manager and Architect, the Owner shall make progress payments on account of the Contract Sum, to the Contractor, as provided below and elsewhere in the Contract Documents. Page 334 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 5 / User Notes: (1949259842) 212397v2 § 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: « » § 5.1.3 When an Application for Payment is received by the Construction Manager, payment of the amount certified shall be made by the Owner not later than «thirty-five » ( «35 » ) days after the Construction Manager receives and certifies the Application for Payment. Unless expressly otherwise agreed in this Contract, payments and payment disputes shall be governed by the Prompt Payment of Local Government Bills, Minn. Stat. Sec. 471.425 (“Prompt Payment Act”). (Federal, state or local laws may require payment within a certain period of time.) § 5.1.3.1 Prompt Payment to Subcontractors Required by MN Law. The Contractor shall pay each Subcontractor no later than ten 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. Per 471.425 Minnesota Statutes, the prime contractor must pay any subcontractor within ten days of the prime contractor’s receipt of payment from the Public Body/Owner for undisputed services provided by the subcontractor. The prime contractor must pay the subcontractor interest of 1 ½ percent per month on any disputed amounts not paid on time. The minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. For an unpaid balance of less than $100, the prime contractor shall pay the actual penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from a prime contractor must be awarded its costs and disbursements, including attorney’s fees, incurred in bringing the action. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub- subcontractors in a similar manner. § 5.1.4 Progress Payments Where the Contract Sum is Based on a Stipulated Sum § 5.1.4.1 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form, and supported by such data to substantiate its accuracy, as the Construction Manager and Architect may require. This schedule of values shall be used as a basis for reviewing the Contractor’s Applications for Payment. § 5.1.4.2 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. § 5.1.4.3 In accordance with AIA Document A232™–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition, as modified, and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: § 5.1.4.3.1 The amount of each progress payment shall first include: .1 That portion of the Contract Sum properly allocable to completed Work; .2 That portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction, or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing; and .3 That portion of Construction Change Directives that the Architect determines, in the Architect’s professional judgment, to be reasonably justified. § 5.1.4.3.2 The amount of each progress payment shall then be reduced by: .1 The aggregate of any amounts previously paid by the Owner; .2 The amount, if any, for Work that remains uncorrected and for which the Architect has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A232–2019; Page 335 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 6 / User Notes: (1949259842) 212397v2 .3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Contractor intends to pay; .4 For Work performed or defects discovered since the last payment application, any amount for which the Architect may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A232–2019; and .5 Retainage withheld pursuant to Section 5.1.7. § 5.1.5 INTENTIONALLY OMITTED § 5.1.6 INTENTIONALLY OMITTED § 5.1.7 Retainage § 5.1.7.1 For each progress payment made prior to when the Work of this Contract is substantially complete, the Owner may withhold the following amount, as retainage, from the payment otherwise due: (Insert a percentage or amount to be withheld as retainage from each Application for Payment. The amount of retainage may be limited by governing law.) «Five percent (5%) » § 5.1.7.1.1 The following items are not subject to retainage: (Insert any items not subject to the withholding of retainage, such as general conditions, insurance, etc.) « » § 5.1.7.2 Reduction or limitation of retainage, if any, shall be as follows: (If the retainage established in Section 5.1.7.1 is to be modified prior to when the entire Work of this Contract is substantially complete, including modifications for completion of portions of the Work as provided in Section 3.4.2, insert provisions for such modifications.) «No reduction in retainage until substantial completion » § 5.1.7.3 Except as set forth in this Section 5.1.7.3, when the Work of this Contract is substantially complete, the Contractor may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 5.1.7. The Application for Payment submitted when the Work of this Contract is substantially complete shall not include retainage as follows: (Insert any other conditions for release of retainage when the Work of this Contract is substantially complete, or upon Substantial Completion of the Work of all Contractors on the Project or portions thereof.) « As set forth in A232-2019 General Conditions Section 9.8.6 » § 5.2 Final Payment § 5.2.1 Final Payment Where the Contract Sum is Based on a Stipulated Sum § 5.2.1.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when .1 the Contractor has fully performed the Contract except for the Contractor’s responsibility to correct Work as provided in Article 12 of AIA Document A232–2019, and to satisfy other requirements, if any, which extend beyond final payment; and .2 a final Certificate for Payment or Project Certificate for Payment has been issued by the Architect. § 5.2.1.2 The Owner’s final payment to the Contractor shall be made no later than 30 days after the issuance of the final Certificate for Payment or Project Certificate for Payment § 5.3 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. Page 336 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 7 / User Notes: (1949259842) 212397v2 (Insert rate of interest agreed upon, if any.) « 4 » % « per annum » « » ARTICLE 6 DISPUTE RESOLUTION § 6.1 Initial Decision Maker The Architect will serve as Initial Decision Maker pursuant to Article 15 of AIA Document A232–2019, unless the parties appoint below another individual, not a party to this Agreement, to serve as Initial Decision Maker. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.) § 6.2 Binding Dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Article 15 of AIA Document A232– 2019, the method of binding dispute resolution shall be as follows: (Check the appropriate box.) [ «X » ] Litigation in a court of competent jurisdiction, in the county where the project is located. If the Owner and Contractor do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction. ARTICLE 7 TERMINATION OR SUSPENSION § 7.1 Where the Contract Sum is a Stipulated Sum § 7.1.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A232–2019. § 7.1.1.1 If the Contract is terminated for the Owner’s convenience in accordance with Article 14 of AIA Document A232–2019, then the Owner shall pay the Contractor a termination fee as follows: (Insert the amount of, or method for determining, the fee, if any, payable to the Contractor following a termination for the Owner’s convenience.) «N/A. » § 7.1.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A232–2019. § 7.2 INTENTIONALLY OMITTED § 7.3 Suspension The Work may be suspended by the Owner as provided in Article 14 of AIA Document A232–2019; in such case, the Contract Sum and Contract Time shall be increased as provided in Article 14 of AIA Document A232–2019, except that the term “profit” shall be understood to mean the Contractor’s Fee as described in Section 4.3.2 or 4.4.2, as applicable, of this Agreement. ARTICLE 8 MISCELLANEOUS PROVISIONS § 8.1 Where reference is made in this Agreement to a provision of AIA Document A232–2019 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 8.2 The Owner’s representative: Page 337 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 8 / User Notes: (1949259842) 212397v2 (Name, address, email address, and other information) «Karl Huemiller Recreation Services Director 7000 Nicollet Ave. Richfield, MN 55423 (P) 612-861-9387 khuemiller@richfieldmn.gov» § 8.3 The Contractor’s representative: (Name, address, email address, and other information) « Andrew Fischer Fischer Bros. LLC 4750 W. Park Ave. Chippewa Falls, WI 54729 715-214-8152 office@watersliderestoration.com» § 8.4 Neither the Owner’s nor the Contractor’s representative shall be changed without ten days’ prior notice to the other party. § 8.5 Insurance and Bonds § 8.5.1 The Owner and the Contractor shall purchase and maintain insurance as set forth in AIA Document A132™–2019, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition, Exhibit A, Insurance and Bonds, and elsewhere in the Contract Documents. § 8.5.2 The Contractor shall provide bonds as set forth in AIA Document A132™–2019, Exhibit A, and elsewhere in the Contract Documents. § 8.6 Notice in electronic format, pursuant to Article 1 of AIA Document A232–2019, may be given in accordance with AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, if completed, or as otherwise set forth below: (If other than in accordance with AIA Document E203–2013, insert requirements for delivering notice in electronic format such as name, title, and email address of the recipient and whether and how the system will be required to generate a read receipt for the transmission.) « » § 8.7 Relationship of the Parties Where the Contract is based on the Cost of the Work plus the Contractor’s Fee, with or without a Guaranteed Maximum Price, the Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Contractor’s skill and judgment in furthering the interests of the Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner’s interests. The Owner agrees to furnish and approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents. § 8.8 Other provisions: § 8.8.1 MN PREVAILING WAGE § 8.8.1.1 Wage Determination This is a prevailing wage project. All contractor and subcontractors shall pay at least the minimum prevailing wage as published by the State of Minnesota and conform to the labor laws of the State of Minnesota and all other laws, ordinances, and legal requirements affecting their work in Minnesota. Page 338 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 9 / User Notes: (1949259842) 212397v2 § 8.8.1.2 Pursuant to Minnesota Statutes 177.43, “No laborer or mechanic employed directly upon the project worksite by the contractor or any subcontractor, agent, or other person doing or contracting to do all or a part of the work on the project, shall be permitted or required to work more hours than the prevailing hours of labor unless such laborer or mechanic is paid for all hours in excess of the prevailing hours at a rate of at least 1-1/2 times his hourly basic rate of pay; nor shall he be paid a lesser rate of wages than the prevailing wage rate in the same or most similar trade or occupation area.” Nothing in this contract shall be construed as prohibiting the contractor or subcontractor from paying the negotiated wage rate. § 8.8.1.3 Any project with an estimated total cost of more than $25,000 must comply with Minnesota Statute 177.41-44, which is commonly known as The Little Davis Bacon Act. To facilitate compliance pursuant to the Statute, wage determinations were prepared for different trades for each county from which labor for said project would be secured. It is the stated public policy of M.S. 177.41 as follows: “It is in the public interest that public buildings and other public works be constructed and maintained by the best means and highest quality of labor reasonably available, and that persons working on public works be compensated according to the real value of the services they perform. It is therefore declared to be the public policy of this State that wages of laborers, workmen, and mechanics engaged in State project would be comparable to wages paid for similar work in the community as a whole.” Any wage determinations which are found not to be so promulgated do not relieve the contractor from any responsibility for paying the prevailing wage rate of the trade in question. Additional classifications may develop between certification by the Minnesota Department of Labor and Industry. Therefore, no inferences may be drawn from the omission of a classification which has local usage. Further, the Owner will not be liable for increased labor cost, errors in the rates of classifications, or changes to same prior to the awarding of contracts. § 8.8.1.4 Information pertaining to the prevailing wage rates, prevailing hours of labor and hourly basic rates may be obtained from the Minnesota Department of Labor and Industry. Said wage rates must be posted in at least one conspicuous place for the employees working on the project. Failure to do so, by any Contractor, subcontractor, or agent, who, after executing a contract in compliance with this section, pays to any laborer, workman, or mechanic employed directly on the project, a lesser wage for work done on the project than the prevailing wage rate, shall be fined $3700 or imprisoned for not more than 90 days or both. Each day any violation of this section continues shall be a separate offense. Prevailing wage rates for this project are attached at the end of this section. § 8.8.1.5 Specification Section marked “PREVAILING WAGES” contains the Minnesota Department of Labor and Industry prevailing wages for this project. § 8.8.1.6 Any violation of Minnesota Statue 177.42-44 shall be reported to the Minnesota Department of Labor and Industry. § 8.8.1.7 The Contractor shall also furnish with each Application for Payment Certified Payroll Statements, setting forth the wages and benefits paid each employee during the time period covered by the Application for Payment, specifying for each employee: name; identifying number; prevailing wage master job classification; hours worked each day; total hours; rate of pay; gross amount earned; each deduction for taxes; total deductions; net pay for week; dollars contributed per hour for each benefit, including name and address of administrator; benefit account number; and telephone number for health and welfare, vacation or holiday, apprenticeship training, pension, and other benefit programs. § 8.8.2 LIQUIDATED DAMAGES § 8.8.2.1 Contractor acknowledges that delays in completion of the Project beyond substantial completion, subject to adjustments as provided in the Contract Documents (the “Substantial Completion Date") would result in the loss of certain benefits to Owner and its constituents, which would be difficult or impracticable to fix or ascertain under presently known and anticipated facts and circumstances. Accordingly, the parties hereby agree that if Contractor fails to achieve Substantial Completion of the Project by the scheduled Substantial Completion Date, then for delays the Owner shall be entitled to recover from Contractor the following: Page 339 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 10 / User Notes: (1949259842) 212397v2 .1 For each calendar day that Substantial Completion of the Project is delayed beyond the Scheduled Substantial Completion Date: $500.00 per day for contracts valued at or under $500,000.00 or will be $1,000.00 per day for contracts that exceed $500,000.01 in total value. § 8.8.2.2 For purpose of this Section, Substantial Completion shall have occurred when the Architect certifies that the project is Substantially Complete in accordance with the General Conditions of Contract. If all work is not finally completed by TBD, Owner shall be entitled to actual damages for damages occurring after that date, and liquidated damages for damages prior to that date. § 8.8.2.3 Contractor shall pay any liquidated damages to Owner within fifteen (15) days of Owner’s invoice. Owner has the right to submit invoices for liquidated damages on a weekly basis. Payment of liquidated damages shall not relieve the Contractor of its other obligations under the parties’ Agreement. Owner, at its option, may deduct the amounts of any liquidated damages from amounts otherwise due to Contractor. § 8.8.2.4 The parties agree that the amount of liquidated damages fixed in this Section is a reasonable forecast of just compensation for harm to the Owner resulting from the Contractor’s failure to meet the Project schedule, and is not a penalty. The parties further agree that in the event the amount of liquidated damages set forth in this Section is held to be unenforceable or challenged by the Contractor as unenforceable for any reason, the Owner shall be entitled to recover its actual, direct, and consequential damages, if any, resulting from Contractor’s delay in achieving Substantial Completion of the Work by the scheduled Substantial Completion Date. § 8.8.3 Certificate of Substantial Completion When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time which the Contractor shall complete all items on the list accompanying the Certificate to sixty (60) calendar days. The Contractor will submit a punch list completion schedule within ten (10) days of receipt of Certificate of Substantial Completion. Any cost incurred by the Architect or Architect’s consultants (after 60 calendar days of substantial completion) to close out the project will be deducted from the Contractor’s contract by change order. 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. Warranties on punch list items will commence on the date of final payment. § 8.8.4 The Contractor, prior to contract award, shall submit electronically to the architect a notarized copy of MN Responsible Contractor Compliance Affidavit from each subcontractor. If a subcontractor is substituted during the project, a new MN Responsible Contractor Compliance Affidavit will be required. » § 8.8.5 INTENTIONALLY OMITTED § 8.8.6 INTENTIONALLY OMITTED § 8.8.7 NON-MINNESOTA CONTRACTOR. Non-Minnesota Contractors for contracts that exceed or can reasonably be expected to exceed $100,000 shall comply with the following Minnesota Department of Revenue Requirements (MN Law, MS 290.9705): § 8.8.7.1 File form SDE (Exemption from Surety Deposits for Non-Minnesota Contractors) with the Minnesota Revenue, Mail Station 6501, St. Paul, Minnesota 55146-6501. An exemption will be granted if: .1 The Contractor provides a cash surety or bond (8% of total contract), secured by an Insurance Company licensed in Minnesota, which guarantees compliance with all provisions of Minnesota withholding, sales and corporate income tax laws, or: .2 The Contractor provides evidence of full compliance with such laws on previous construction work in Minnesota during the last three years. § 8.8.7.2 Submit a copy of form SDE, certified by the Department of Revenue, with the Contractor’s initial Application for Payment. Page 340 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 11 / User Notes: (1949259842) 212397v2 § 8.8.7.3 If an exemption is not granted, 8 percent of each Application for Payment will be withheld as surety and deposited with the Department of Revenue, to be refunded with interest after the Contractor’s State tax obligations are fulfilled. § 8.8.8 FIREARMS PROHIBITED § 8.8.8.1 No provider of services pursuant to this contract, including but not limited to employees, agents, suppliers or subcontractor’s of the Contractor shall carry or possess a firearm on the Owner’s premises or while acting on behalf of the Owner pursuant to the terms of this agreement. Violation of this provision shall be considered a substantial breach of the Agreement; and, in addition to any other remedy available to the Owner under law or equity. Violation of this provision is grounds for immediate suspension or termination of this contract. ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS § 9.1 This Agreement is comprised of the following documents: .1 AIA Document A132™–2019, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition, as modified .2 AIA Document A132™–2019, Exhibit A, Insurance and Bonds Exhibit .3 AIA Document A232™–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition .4 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.) « N/A » .5 Drawings Number Title Date See Exhibit B Drawing Log 9/26/2025 .6 Specifications Section Title Date Pages See Exhibit C Specifications Log 9/26/2025 4 .7 Addenda, if any: Number Date Pages 1 2 3 9/15/25 9/19/25 9/26/25 16 33 71 Portions of Addenda relating to bidding or proposal requirements are not part of the Contract Documents unless the bidding or proposal requirements are also enumerated in this Article 9. .8 Other Exhibits: (Check all boxes that apply and include appropriate information identifying the exhibit where required.) [ « » ] AIA Document A132™–2019, Exhibit B, Determination of the Cost of the Work [ « » ] AIA Document E235™–2019, Sustainable Projects Exhibit, Construction Manager as Adviser Edition, dated as indicated below: Formatted: Indent: Left: 0.5", Hanging: 0.5" Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: 1" Formatted: Indent: Left: 0" Formatted: Indent: Left: 0.5", Hanging: 0.5" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 0.5", Hanging: 0.5" Formatted: Indent: Left: 0" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 0.5", Hanging: 0.5" Formatted: Indent: Left: 0" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 0.56", Hanging: 0.44" Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Page 341 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 12 / User Notes: (1949259842) 212397v2 (Insert the date of the E235-2019 incorporated into this Agreement.) « » [ « » ] The Sustainability Plan: Title Date Pages [ «X » ] Supplementary and other Conditions of the Contract: Document Title Date Pages Exhibit D Exhibit E Exhibit F *Bid Scope Schedule Logistics 9/26/25 9/26/25 9/26/25 4 2 1 .9 Other documents, if any, listed below: (List here any additional documents that are intended to form part of the Contract Documents. AIA Document A232–2019 provides that the advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor’s bid or proposal, portions of Addenda relating to bidding or proposal requirements, and other information furnished by the Owner in anticipation of receiving bids or proposals, are not part of the Contract Documents unless enumerated in this Agreement. Any such documents should be listed here only if intended to be part of the Contract Documents.) « » This Agreement is entered into as of the day and year first written above. OWNER (Signature) CONTRACTOR (Signature) «By: Mary B. Supple, Mayor» «» (Printed name and title) (Printed name and title) OWNER (Signature) «By: Katie Rodriguez, City Manager» (Printed name and title) Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: -0.33" Formatted Table Page 342 of 499 AIA® Document A132™ – 2019 Exhibit A Insurance and Bonds AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Document A232™– 2019, General Conditions of the Contract for Construction. Article 11 of A232™–2019 contains additional insurance provisions ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. This Insurance and Bonds Exhibit is part of the Agreement, between the Owner and the Contractor, dated the «29th » day of « October » in the year «Two Thousand Twenty- Five » (In words, indicate day, month, and year.) for the following PROJECT: (Name and location or address) «Veterans Park Improvements - Aquatics» «6335 Portland Ave, Richfield, MN 55423 This includes improvements to the pool, supporting areas and building improvements. » THE OWNER: (Name, legal status, and address) «City of Richfield»« » « 6700 Portland Ave Richfield, MN 55423» THE CONTRACTOR: (Name, legal status, and address) «Per AIA A132-2019» TABLE OF ARTICLES A.1 GENERAL A.2 OWNER’S INSURANCE A.3 CONTRACTOR’S INSURANCE AND BONDS A.4 SPECIAL TERMS AND CONDITIONS ARTICLE A.1 GENERAL The Owner and Contractor shall purchase and maintain insurance, and provide bonds, as set forth in this Exhibit. As used in this Exhibit, the term General Conditions refers to AIA Document A232™–2019, General Conditions of the Contract for Construction. ARTICLE A.2 OWNER’S INSURANCE § A.2.1 General Prior to commencement of the Work, the Owner shall secure the insurance, and provide evidence of the coverage, required under this Article A.2 and, upon the Contractor’s request, provide a copy of the property insurance policy or policies required by Section A.2.3. The copy of the policy or policies provided shall contain all applicable conditions, definitions, exclusions, and endorsements. Page 343 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 2 § A.2.2 Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner’s usual general liability insurance. § A.2.3 Required Property Insurance § A.2.3.1 Unless this obligation is placed on the Contractor pursuant to Section A.3.3.2.1, the Owner shall purchase and maintain, from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located, property insurance written on a builder's risk “all-risks” completed value or equivalent policy form and sufficient to cover the total value of the entire Project on a replacement cost basis. The Owner’s property insurance coverage shall be no less than the amount of the initial Contract Sum, plus the value of subsequent Modifications and labor performed and materials or equipment supplied by others. The property insurance shall be maintained until Substantial Completion and thereafter as provided in Section A.2.3.1.3, unless otherwise provided in the Contract Documents or otherwise agreed in writing by the parties to this Agreement. This insurance shall include the interests of the Owner, Contractor, Subcontractors, and Sub-subcontractors in the Project as insureds. This insurance shall include the interests of mortgagees as loss payees. § A.2.3.1.1 Causes of Loss. The insurance required by this Section A.2.3.1 shall provide coverage for direct physical loss or damage, and shall not exclude the risks of fire, explosion, theft, vandalism, malicious mischief, collapse, earthquake, flood, or windstorm. The insurance shall also provide coverage for ensuing loss or resulting damage from error, omission, or deficiency in construction methods, design, specifications, workmanship, or materials. Sub- limits, if any, are as follows: (Indicate below the cause of loss and any applicable sub-limit.) Causes of Loss Sub-Limit § A.2.3.1.2 Specific Required Coverages. The insurance required by this Section A.2.3.1 shall provide coverage for loss or damage to false work and other temporary structures, and to building systems from testing and startup. The insurance shall also cover debris removal, including demolition occasioned by enforcement of any applicable legal requirements, and reasonable compensation for the Architect’s, Construction Manager’s, and Contractor’s services and expenses required as a result of such insured loss, including claim preparation expenses. Sub-limits, if any, are as follows: (Indicate below type of coverage and any applicable sub-limit for specific required coverages.) Coverage Sub-Limit § A.2.3.1.3 Unless the parties agree otherwise, upon Substantial Completion, the Owner shall continue the insurance required by Section A.2.3.1 or, if necessary, replace the insurance policy required under Section A.2.3.1 with property insurance written for the total value of the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section 12.2.2 of the General Conditions. § A.2.3.1.4 Deductibles and Self-Insured Retentions. If the insurance required by this Section A.2.3 is subject to deductibles or self-insured retentions, the Owner shall be responsible for all loss not covered because of such deductibles or retentions. § A.2.3.2 Occupancy or Use Prior to Substantial Completion. The Owner’s occupancy or use of any completed or partially completed portion of the Work prior to Substantial Completion shall not commence until the insurance company or companies providing the insurance under Section A.2.3.1 have consented in writing to the continuance of coverage. The Owner and the Contractor shall take no action with respect to partial occupancy or use that would cause cancellation, lapse, or reduction of insurance, unless they agree otherwise in writing. § A.2.3.3 Insurance for Existing Structures If the Work involves remodeling an existing structure or constructing an addition to an existing structure, the Owner shall purchase and maintain, until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, “all-risks” property insurance, on a replacement cost basis, protecting the existing structure against direct physical loss or damage from the causes of loss identified in Section A.2.3.1, notwithstanding the undertaking of the Work. The Owner shall be responsible for all co-insurance penalties. Page 344 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 3 § A.2.4 Optional Extended Property Insurance. The Owner shall purchase and maintain the insurance selected and described below. (Select the types of insurance the Owner is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance. For each type of insurance selected, indicate applicable limits of coverage or other conditions in the fill point below the selected item.) [ « » ] § A.2.4.1 Loss of Use, Business Interruption, and Delay in Completion Insurance, to reimburse the Owner for loss of use of the Owner’s property, or the inability to conduct normal operations due to a covered cause of loss. « » [ « » ] § A.2.4.2 Ordinance or Law Insurance, for the reasonable and necessary costs to satisfy the minimum requirements of the enforcement of any law or ordinance regulating the demolition, construction, repair, replacement or use of the Project. « » [ « » ] § A.2.4.3 Expediting Cost Insurance, for the reasonable and necessary costs for the temporary repair of damage to insured property, and to expedite the permanent repair or replacement of the damaged property. « » [ « » ] § A.2.4.4 Extra Expense Insurance, to provide reimbursement of the reasonable and necessary excess costs incurred during the period of restoration or repair of the damaged property that are over and above the total costs that would normally have been incurred during the same period of time had no loss or damage occurred. « » [ « » ] § A.2.4.5 Civil Authority Insurance, for losses or costs arising from an order of a civil authority prohibiting access to the Project, provided such order is the direct result of physical damage covered under the required property insurance. « » [ « » ] § A.2.4.6 Ingress/Egress Insurance, for loss due to the necessary interruption of the insured’s business due to physical prevention of ingress to, or egress from, the Project as a direct result of physical damage. « » [ « » ] § A.2.4.7 Soft Costs Insurance, to reimburse the Owner for costs due to the delay of completion of the Work, arising out of physical loss or damage covered by the required property insurance: including construction loan fees; leasing and marketing expenses; additional fees, including those of architects, engineers, consultants, attorneys and accountants, needed for the completion of the construction, repairs, or reconstruction; and carrying costs such as property taxes, building permits, additional interest on loans, realty taxes, and insurance premiums over and above normal expenses. « » § A.2.5 Other Optional Insurance. The Owner shall purchase and maintain the insurance selected below. Page 345 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 4 (Select the types of insurance the Owner is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance.) [ « » ] § A.2.5.1 Cyber Security Insurance for loss to the Owner due to data security and privacy breach, including costs of investigating a potential or actual breach of confidential or private information. (Indicate applicable limits of coverage or other conditions in the fill point below.) « » [ « » ] § A.2.5.2 Other Insurance (List below any other insurance coverage to be provided by the Owner and any applicable limits.) Coverage Limits ARTICLE A.3 CONTRACTOR’S INSURANCE AND BONDS § A.3.1 General § A.3.1.1 Certificates of Insurance. The Contractor shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article A.3 at the following times: (1) prior to commencement of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon the Owner’s written request. An additional certificate evidencing continuation of commercial liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment and thereafter upon renewal or replacement of such coverage until the expiration of the periods required by Section A.3.2.1 and Section A.3.3.1. The certificates will show the Owner as an additional insured on the Contractor’s Commercial General Liability and excess or umbrella liability policy or policies. § A.3.1.2 Deductibles and Self-Insured Retentions. The Contractor shall disclose to the Owner any deductible or self- insured retentions applicable to any insurance required to be provided by the Contractor. § A.3.1.3 Additional Insured Obligations. To the fullest extent permitted by law, the Contractor shall cause the commercial general liability coverage to include (1) the Owner, the Architect and the Architect’s consultants, and the Construction Manager and the Construction Manager’s consultants, as additional insureds for claims caused in whole or in part by the Contractor’s negligent acts or omissions during the Contractor’s operations; and (2) the Owner as an additional insured for claims caused in whole or in part by the Contractor’s negligent acts or omissions for which loss occurs during completed operations. The additional insured coverage shall be primary and non- contributory to any of the Owner’s general liability insurance policies and shall apply to both ongoing and completed operations. To the extent commercially available, the additional insured coverage shall be no less than that provided by Insurance Services Office, Inc. (ISO) forms CG 20 10 07 04, CG 20 37 07 04, and, with respect to the Architect and the Architect’s consultants, and the Construction Manager and the Construction Manager’s consultants, CG 20 32 07 04. § A.3.2 Contractor’s Required Insurance Coverage § A.3.2.1 The Contractor shall purchase and maintain the following types and limits of insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Contractor shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, unless a different duration is stated below: (If the Contractor is required to maintain insurance for a duration other than the expiration of the period for correction of Work, state the duration.) « » § A.3.2.2 Commercial General Liability § A.3.2.2.1 Commercial General Liability insurance for the Project written on an occurrence form with policy limits of not less than «One Million Dollars » ($ «1,000,000 » ) each occurrence, «Two Million » ($ «2,000,000 » ) general aggregate, and « Two Million » ($ «$2,000,000 » ) aggregate for products-completed operations hazard, providing coverage for claims including Page 346 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 5 .1 damages because of bodily injury, sickness or disease, including occupational sickness or disease, and death of any person; .2 personal injury and advertising injury; .3 damages because of physical damage to or destruction of tangible property, including the loss of use of such property; .4 bodily injury or property damage arising out of completed operations; and .5 the Contractor’s indemnity obligations under Section 3.18 of the General Conditions. § A.3.2.2.2 The Contractor’s Commercial General Liability policy under this Section A.3.2.2 shall not contain an exclusion or restriction of coverage for the following: .1 Claims by one insured against another insured, if the exclusion or restriction is based solely on the fact that the claimant is an insured, and there would otherwise be coverage for the claim. .2 Claims for property damage to the Contractor’s Work arising out of the products-completed operations hazard where the damaged Work or the Work out of which the damage arises was performed by a Subcontractor. .3 Claims for bodily injury other than to employees of the insured. .4 Claims for indemnity under Section 3.18 of the General Conditions arising out of injury to employees of the insured. .5 Claims or loss excluded under a prior work endorsement or other similar exclusionary language. .6 Claims or loss due to physical damage under a prior injury endorsement or similar exclusionary language. .7 Claims related to residential, multi-family, or other habitational projects, if the Work is to be performed on such a project. .8 Claims related to roofing, if the Work involves roofing. .9 Claims related to exterior insulation finish systems (EIFS), synthetic stucco or similar exterior coatings or surfaces, if the Work involves such coatings or surfaces. .10 Claims related to earth subsidence or movement, where the Work involves such hazards. .11 Claims related to explosion, collapse and underground hazards, where the Work involves such hazards. § A.3.2.3 Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Contractor, with policy limits of not less than « One Million » ($ « $1,000,000 » ) per accident, for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles along with any other statutorily required automobile coverage. § A.3.2.4 The Contractor may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella insurance policies result in the same or greater coverage as the coverages required under Section A.3.2.2 and A.3.2.3, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § A.3.2.5 Workers’ Compensation at statutory limits. § A.3.2.6 Employers’ Liability with policy limits not less than «One Million Dollars » ($ « 1,000,000 » ) each accident, « One Million Dollars » ($ «1,000,000 » ) each employee, and « One Million Dollars » ($ « 1,000,000 » ) policy limit. § A.3.2.7 Jones Act, and the Longshore & Harbor Workers’ Compensation Act, as required, if the Work involves hazards arising from work on or near navigable waterways, including vessels and docks § A.3.2.8 If the Contractor is required to furnish professional services as part of the Work, the Contractor shall procure Professional Liability insurance covering performance of the professional services, with policy limits of not less than « One Million Dollars » ($ « 1,000,000 » ) per claim and « Two Million Dollars » ($ «2,000,000 » ) in the aggregate. Page 347 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 6 § A.3.2.9 If the Work involves the transport, dissemination, use, or release of pollutants, the Contractor shall procure Pollution Liability insurance, with policy limits of not less than «One Million Dollars » ($ « 1,000,000 » ) per claim and « Two Millions Dollars » ($ «2,000,000 » ) in the aggregate. § A.3.2.10 Coverage under Sections A.3.2.8 and A.3.2.9 may be procured through a Combined Professional Liability and Pollution Liability insurance policy, with combined policy limits of not less than «Two Million » ($ « 2,000,000 » ) per claim and «Four Million Dollars » ($ « 4,000,000 » ) in the aggregate. § A.3.2.11 Insurance for maritime liability risks associated with the operation of a vessel, if the Work requires such activities, with policy limits of not less than «One Million » ($ « 1,000,000 » ) per claim and « One Million » ($ « » ) in the aggregate. § A.3.2.12 Insurance for the use or operation of manned or unmanned aircraft, if the Work requires such activities, with policy limits of not less than « One Million » ($ « 1,000,000 » ) per claim and « One Million » ($ «1,000,000 » ) in the aggregate. § A.3.3 Contractor’s Other Insurance Coverage § A.3.3.1 Insurance selected and described in this Section A.3.3 shall be purchased from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Contractor shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, unless a different duration is stated below: (If the Contractor is required to maintain any of the types of insurance selected below for a duration other than the expiration of the period for correction of Work, state the duration.) « » § A.3.3.2 The Contractor shall purchase and maintain the following types and limits of insurance in accordance with Section A.3.3.1. (Select the types of insurance the Contractor is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance. Where policy limits are provided, include the policy limit in the appropriate fill point.) [ « » ] § A.3.3.2.1 If there is only one Contractor performing the Work on the Project, property insurance of the same type and scope satisfying the requirements identified in Section A.2.3, which, if selected in this section A.3.3.2.1, relieves the Owner of the responsibility to purchase and maintain such insurance except insurance required by Section A.2.3.1.3 and Section A.2.3.3. The Contractor shall comply with all obligations of the Owner under Section A.2.3 except to the extent provided below. The Contractor shall disclose to the Owner the amount of any deductible, and the Owner shall be responsible for losses within the deductible. Upon request, the Contractor shall provide the Owner with a copy of the property insurance policy or policies required. The Owner shall adjust and settle the loss with the insurer and be the trustee of the proceeds of the property insurance in accordance with Article 11 of the General Conditions unless otherwise set forth below: (Where the Contractor’s obligation to provide property insurance differs from the Owner’s obligations as described under Section A.2.3, indicate such differences in the space below. Additionally, if a party other than the Owner will be responsible for adjusting and settling a loss with the insurer and acting as the trustee of the proceeds of property insurance in accordance with Article 11 of the General Conditions, indicate the responsible party below.) « » [ « » ] § A.3.3.2.2 Railroad Protective Liability Insurance, with policy limits of not less than « » ($ « » ) per claim and « » ($ « » ) in the aggregate, for Work within fifty (50) feet of railroad property. [ « » ] § A.3.3.2.3 Asbestos Abatement Liability Insurance, with policy limits of not less than « » ($ « » ) per claim and « » ($ « » ) in the aggregate, for liability arising from the encapsulation, removal, handling, storage, transportation, and disposal of asbestos-containing materials. Page 348 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 7 [ « » ] § A.3.3.2.4 Insurance for physical damage to property while it is in storage and in transit to the construction site on an “all-risks” completed value form. [ « » ] § A.3.3.2.5 Property insurance on an “all-risks” completed value form, covering property owned by the Contractor and used on the Project, including scaffolding and other equipment. [ « » ] § A.3.3.2.6 Other Insurance (List below any other insurance coverage to be provided by the Contractor and any applicable limits.) Coverage Limits § A.3.4 Performance Bond and Payment Bond The Contractor 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 « 100% of Total Contract Amount» Performance Bond « 100% of Total Contract Amount» Payment and Performance Bonds shall be AIA Document A312™, Payment Bond and Performance Bond, or contain provisions identical to AIA Document A312™, current as of the date of this Agreement. ARTICLE A.4 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Insurance and Bonds Exhibit, if any, are as follows: 1. « « « Contractor’s policies shall be primary insurance to any other valid and collectible insurance available to the City with respect to any claim arising out of Contractor’s performance under this contract. 2. Contractor’s policies and Certificate of Insurance shall contain a provision that coverage afforded under the policies shall not be cancelled without at least thirty (30) days’ advanced written notice to the City, or ten (10) days’ written notice for non-payment of premium. 3. Contractor is responsible for payment of Contract related insurance premiums and deductibles. 4. If Contractor is self-insured, a Certificate of Self-Insurance must be attached. 5. Contractor’s policies shall include legal defense fees in addition to its liability policy limits, with the exception of the professional liability insurance. 6. Contractor 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. 7. An Umbrella or Excess Liability insurance policy may be used to supplement the Contractor’s policy limits on a follow-form basis to satisfy the full policy limits required by the Contract. 8. The City reserves the right to immediately terminate the contract if the Contractor is not in compliance with the insurance requirements and retains all rights to pursue any legal remedies against the contractor. 9. All insurance policies must be open to inspection by the City, and copies of policies must be submitted to the City’s authorized representative upon written request. 10. The Contractor is required to submit a Certificates of Insurance acceptable to the City as evidence of the required insurance coverage requirements. 11. The City reserves the right to modify the insurance requirements for a particular project. » Page 349 of 499 AIA® Document A232™ – 2019 General Conditions of the Contract for Construction, Construction Manager as Adviser Edition AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA 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. ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. for the following PROJECT: (Name, and location or address) Veterans Park Improvements - Aquatics 6335 Portland Ave, Richfield, MN 55423 This includes improvements to the pool, supporting areas 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) JLG Architects 710 S 2nd St 8th Floor Minneapolis, MN 55401 Phone: (612) 746-4260» Page 350 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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 Page 351 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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. Page 352 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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. Page 353 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 5 § 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 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. § 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. Page 354 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 6 § 2.3 Information and Services Required of the Owner § 2.3.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. 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. Page 355 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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 Page 356 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 8 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. § 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 Page 357 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 9 considered defective. The Contractor’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the 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 Page 358 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 10 authorization required to resume the operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. § 3.8 Allowances § 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. § 3.8.2 Unless otherwise provided in the Contract Documents: .1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 Contractor’s costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; and .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor’s costs under Section 3.8.2.2. § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. § 3.9 Superintendent § 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. The Superintendent must provide his or her email address and cell phone number to Owner, 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. Page 359 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 11 § 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. § 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, Page 360 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 12 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 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. Page 361 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 13 § 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. § 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 Page 362 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 14 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. 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 Page 363 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 15 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. § 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 Page 364 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 16 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 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. Page 365 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 17 § 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. § 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, Page 366 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 18 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. § 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. Page 367 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 19 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. § 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: Page 368 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 20 .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: .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. Page 369 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 21 § 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. § 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. Page 370 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 22 § 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. 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). Page 371 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 23 § 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. § 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 Page 372 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 24 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, 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; Page 373 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 25 .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. § 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 Page 374 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 26 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. § 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 Page 375 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 27 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. § 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. Page 376 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 28 § 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; .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; Page 377 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 29 .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 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 Page 378 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 30 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. § 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 Page 379 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 31 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 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 Page 380 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 32 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 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 Page 381 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 33 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. § 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. Page 382 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 34 § 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 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: Page 383 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 35 .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 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. Page 384 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 36 § 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 .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 Page 385 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 37 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. § 15.1.6 Claims for Additional Time § 15.1.6.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, notice as provided in Section 15.1.3 shall be given. The Contractor’s Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay only one Claim is necessary. § 15.1.6.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled construction. § 15.2 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 Page 386 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 38 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. § 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. 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. Page 387 of 499 Exhibit B Page 388 of 499 Page 389 of 499 Page 390 of 499 Exhibit C Page 391 of 499 Page 392 of 499 Page 393 of 499 Page 394 of 499 SectioĲ ͏͏ ͓͑ ͏͏ SCOPES OF WORr Richfield Pool IıpŘoveıeĲts – RFQ#͐ AddeĲduı #͑ ͏͏ ͓͑ ͏͏ - ͐ SCOPES OF WORr PART ͐ – GENERAL ͐.͏͐ - IĲstŘuctioĲs ͐. SubcoĲtŘactoŘs should Řeview all scopes oċ woŘk aĲd Ĳotiċƅ the CoĲstŘuctioĲ MaĲaČeŘ oċ aĲƅ ıissiĲČ, oveŘlappiĲČ oŘ uĲcleaŘ eƄpectatioĲs. ͑. Scope ċoŘıs will be iĲcluded as aĲ eƄhibit to subcoĲtŘacts aĲd shall Ĳot be ıodified. ͒. Coıplete the bid ċoŘı as diŘected aĲd attach ’͏.͏ - GeĲeŘal ReŗuiŘeıeĲts ċoŘ All Scope oċ WoŘk’ aĲd attached the scopeϼsϽ oċ woŘk that aŘe iĲcluded iĲ ƅouŘ pŘoposal. ͐.͏͑ – Related SectioĲs A. ͏͏ ͓͐ ͏͏ - Bid FoŘı PART ͑ – WORr SCOPES ͏.͏ - GeĲeŘal ReŗuiŘeıeĲts foŘ All Scope of WoŘk ͐. TŘade CoĲtŘactoŘ has Řeviewed DivisioĲs ͏͏ aĲd ͏͐ aĲd iĲcludes all ĲecessaŘƅ costs to coıplƅ with the ŘeŗuiŘeıeĲts oċ these sectioĲs. ͑. TŘade CoĲtŘactoŘ has Řeviewed all plaĲs aĲd specificatioĲs. ͒. TŘade CoĲtŘactoŘ to assuıe staĲdaŘd daƅtiıe woŘkiĲČ houŘs uĲless Ĳoted otheŘwise. ͓. TŘade CoĲtŘactoŘ shall field veŘiċƅ eƄistiĲČ coĲditioĲs ċoŘ deficieĲcies, uĲsatisċactoŘƅ coĲditioĲs, uĲacceptable diıeĲsioĲal toleŘaĲces, aĲd Ĳotiċƅ the CoĲtŘactoŘ oċ such pŘioŘ to iĲstalliĲČ woŘk. RepaiŘs oŘ coŘŘectioĲs ŘeŗuiŘed due to uĲsatisċactoŘƅ substŘate, aċteŘ acceptaĲce shall be peŘċoŘıed at the sole eƄpeĲse oċ this TŘade CoĲtŘactoŘ. ͔. TŘade CoĲtŘactoŘ to cooŘdiĲate with otheŘ TŘade CoĲtŘactoŘs ċoŘ all coĲstŘuctioĲ puŘposes. ͕. TŘade CoĲtŘactoŘ has cŘoss ŘeċeŘeĲced all GeĲeŘal, Civil, AŘchitectuŘal, StŘuctuŘal, MechaĲical, ElectŘical, aĲd DeıolitioĲ DŘawiĲČs, aĲd iĲclude all ŘeŗuiŘed costs ċoŘ a coıplete scope peŘ the bid packaČes aĲd specificatioĲ sectioĲs beiĲČ pŘoposed upoĲ. Iċ a discŘepaĲcƅ eƄists oĲ the plaĲs, eitheŘ Ĳotiċƅ LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ iĲ wŘitiĲČ pŘioŘ to the bid date so that the issue caĲ be Řesolved via aĲ addeĲduı, oŘ iĲclude the ıoŘe eƄpeĲsive optioĲ iĲ the base bid. ͖. LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ will pŘovide each TŘade CoĲtŘactoŘ with electŘoĲic files oċ the plaĲs aĲd specificatioĲs. It will be this TŘade CoĲtŘactoŘ’s ŘespoĲsibilitƅ to pŘiĲt haŘd copies oċ the plaĲs aĲd aĲƅ subseŗueĲt chaĲČe docuıeĲts as Ĳeeded iċ awaŘded the pŘoject. ͗. At a ıiĲiıuı, TŘade CoĲtŘactoŘ will coıplƅ with OSHA ŘeČulatioĲs aĲd LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ’s Saċetƅ xŘoČŘaı duŘiĲČ the couŘse oċ the pŘoject ϼiĲcludiĲČ leadiĲČ edČe ŘetŘactable ċoŘ all leadiĲČ-edČe woŘkϽ Page 395 of 499 SectioĲ ͏͏ ͓͑ ͏͏ SCOPES OF WORr Richfield Pool IıpŘoveıeĲts – RFQ#͐ AddeĲduı #͑ ͏͏ ͓͑ ͏͏ - ͑ SCOPES OF WORr ͘. TŘade CoĲtŘactoŘ ıust cooŘdiĲate all woŘk aĲd deliveŘies with LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ’s oĲsite SupeŘiĲteĲdeĲt. ͐͏. TŘade CoĲtŘactoŘ shall stoŘe ıateŘials iĲ a saċe ıaĲĲeŘ which will be secuŘe, dŘƅ, aĲd peŘıit easƅ access ċoŘ iĲspectioĲ aĲd ideĲtificatioĲ. LocatioĲ shall be cooŘdiĲated with the CoĲtŘactoŘ pŘioŘ to deliveŘƅ. ͐͐. TŘade CoĲtŘactoŘ aČŘees that stoŘaČe space oĲsite is liıited aĲd Ĳot ČuaŘaĲteed, aĲd iċ such stoŘaČe is allowed, all iteıs shall be Řelocated as ĲecessaŘƅ ċoŘ the pŘoČŘess oċ the WoŘk as deteŘıiĲed bƅ the CoĲtŘactoŘ. Such ŘelocatioĲ shall be doĲe bƅ this TŘade CoĲtŘactoŘ at Ĳo additioĲal cost. ͐͑. TŘade CoĲtŘactoŘ is ŘespoĲsible ċoŘ all oƯloadiĲČ shall have oĲ-site ŘepŘeseĲtatioĲ ċoŘ Řeceipt oċ all deliveŘies to iĲclude oƯloadiĲČ. AĲƅ oƯloadiĲČ peŘċoŘıed bƅ the CoĲtŘactoŘ shall be paid ċoŘ bƅ TŘade CoĲtŘactoŘ. ͐͒. TŘade CoĲtŘactoŘ shall iĲclude all ċees, peŘıits, iĲspectioĲs, hoistiĲČ, liċtiĲČ, scaƯoldiĲČ, aĲd eŗuipıeĲt ŘeŗuiŘed to coıplete this Scope oċ WoŘk. ͓͐. LoeƯleŘ ıakes Ĳo ČuaŘaĲtee that teıpoŘaŘƅ poweŘ will be opeŘatioĲal at the staŘt aĲd duŘatioĲ oċ the TŘade CoĲtŘactoŘs scope oċ woŘk. TŘade CoĲtŘactoŘs shall pŘovide a ıeaĲs oċ poweŘ to peŘċoŘı theiŘ woŘk, iċ teıpoŘaŘƅ poweŘ is Ĳot available. ͔͐. TŘade CoĲtŘactoŘ shall take all ĲecessaŘƅ ıeasuŘes to pŘotect eƄistiĲČ coĲstŘuctioĲ aĲd eŗuipıeĲt ċŘoı daıaČe aĲd shall ŘepaiŘ daıaČe caused bƅ theiŘ eıploƅees aĲd eŗuipıeĲt. ͕͐. TŘade CoĲtŘactoŘ shall be ŘespoĲsible ċoŘ the cost oċ Ře-woŘk aĲd Ře-iĲspectioĲ ċees because oċ testiĲČ oŘ iĲspectioĲ ċailuŘe. ͖͐. All Close-Out docuıeĲts ıust be subıitted to LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ withiĲ ͐͏ daƅs oċ the pŘoject SubstaĲtial CoıpletioĲ date. FiĲal paƅıeĲt aĲd ŘetaiĲaČe will be held uĲtil all Close-Out docuıeĲts have beeĲ Řeceived. All Close-Out docuıeĲts shall be issued iĲ both haŘd copƅ aĲd electŘoĲic ċoŘıat ϼxDFϽ. ͐͗. Each TŘade CoĲtŘactoŘ will pŘovide dailƅ cleaĲiĲČ oċ theiŘ woŘk aŘeas. DebŘis shall be placed iĲ duıpsteŘs pŘovided bƅ LoeƯleŘ. This shall be cooŘdiĲated with the xŘoject SupeŘiĲteĲdeĲt. Iċ ƅouŘ coıpaĲƅ ċails to ıeet this ŘeŗuiŘeıeĲt, LoeƯleŘ will back chaŘČe accoŘdiĲČlƅ. ͐͘. TŘade CoĲtŘactoŘ xŘoject MaĲaČeŘ aĲd theiŘ FoŘeıaĲ shall paŘticipate iĲ a ıaĲdatoŘƅ pŘe- iĲstallatioĲ ıeetiĲČ pŘioŘ to beČiĲĲiĲČ aĲƅ woŘk. ͑͏. TŘade CoĲtŘactoŘ uĲdeŘstaĲd that LoeƯleŘ ċollows COVD-͐͘ ČuidaĲce as pŘepaŘed bƅ the CDC, OSHA aĲd otheŘ public oƯicials. ͑͐. IĲclude ıultiple ıobilizatioĲs as ĲecessaŘƅ to coıplete ƅouŘ Řespective scopeϼsϽ oċ woŘk. ͑͑. TŘade CoĲtŘactoŘs peŘċoŘıiĲČ aĲƅ stŘuctuŘal peĲetŘatioĲs shall iĲclude GxR scaĲĲiĲČ pŘioŘ to staŘtiĲČ. Page 396 of 499 SectioĲ ͏͏ ͓͑ ͏͏ SCOPES OF WORr Richfield Pool IıpŘoveıeĲts – RFQ#͐ AddeĲduı #͑ ͏͏ ͓͑ ͏͏ - ͓͐ SCOPES OF WORr ͐͒.͑ – WateŘ Slide & ZeŘo Depth APU RestoŘatioĲ SpecificatioĲs IĲcluded: ͐͒ ͐͐ ͐͒ ͐͒ ͐͐ ͖͐ ͐͒ ͐͐ ͐͘ Scope oċ WoŘk: ͐. IĲcludes ĲecessaŘƅ ŘepaiŘs to eƄistiĲČ wateŘslide aĲd staiŘ toweŘ ċoŘ a like-Ĳew coĲditioĲ. IĲcludes iteıs ͐͐͑ & ͐͐͒ oĲ sheet AQ͐͑͏. ͑. IĲclude Řeıoval oċ eƄistiĲČ ČŘout aĲd ŘeČŘoutiĲČ peŘ 9eƅĲote ͑ oĲ S͐͏͏. ͒. IĲclude coĲcŘete pieŘ ŘepaiŘ peŘ 9eƅĲote ͐ oĲ S͐͏͏. ͓. IĲclude all pŘepaŘatioĲ ŘeŗuiŘed ċŘoı coatiĲČ ıaĲuċactuŘeŘ ċoŘ staiŘ toweŘ aĲd slide toweŘ ŘestoŘatioĲ. ͔. IĲclude alteŘĲate pŘice ċoŘ ŘestoŘatioĲ oċ eƄistiĲČ zeŘo depth AxU peŘ Iteı ͑͏͗ aĲd 9eƅĲote D oĲ AQ͐͒͏. ͕. IĲclude Řeıoval aĲd disposal oċ all iteıs Řeplaced bƅ this scope. ͖. IĲclude ıultiple ıobilizatioĲs as ŘeŗuiŘed to coıplete this scope oċ woŘk. ͗. IĲclude the pŘotectioĲ oċ all eƄistiĲČ pŘopeŘtƅ. TŘade CoĲtŘactoŘ will be ŘespoĲsible ċoŘ fiƄiĲČ aĲd ŘestoŘiĲČ aĲƅ aƯected aŘeas back to like Ĳew coĲditioĲs. ͘. TŘade CoĲtŘactoŘ is ŘespoĲsible to ıaiĲtaiĲ ıeaĲs oċ iĲČŘess aĲd eČŘess while woŘkiĲČ oĲsite. ͐͏. IĲclude ıeaĲs aĲd ıethods ċoŘ teıpoŘaŘƅ pŘotectioĲ oċ fiĲished pŘoducts as ŘeŗuiŘed to coıplete the scope oċ woŘk ͐͐. Applƅ, paƅ ċoŘ, aĲd pŘocuŘe all ŘeŗuiŘed peŘıits ċoŘ this scope oċ woŘk. ͐͑. IĲclude uĲloadiĲČ, haĲdliĲČ aĲd pŘotectioĲ oċ all ƅouŘ owĲ ıateŘial aĲd eŗuipıeĲt. ͐͒. IĲclude all tools, ıateŘial, hoistiĲČ aĲd eŗuipıeĲt as ŘeŗuiŘed to coıplete this scope oċ woŘk. ͓͐. All peŘsoĲĲel eŘectiĲČ aĲd disıaĲtliĲČ scaƯold aĲd eŗuipıeĲt ıust be tied oƯ with the appŘopŘiate ċall pŘotectioĲ sƅsteıs peŘ OSHA aĲd LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ ŘeŗuiŘeıeĲts. UĲit PŘices: #: DescŘiptioĲ: Total AıouĲt: CiŘcle Add / Deduct: ͐ IĲclude saĲdblastiĲČ aĲd paiĲtiĲČ oċ eƄistiĲČ steel bŘidČe stŘuctuŘe $ ADD $ ADD / DEDUCT Page 397 of 499 SectioĲ ͏͏ ͓͑ ͏͏ SCOPES OF WORr Richfield Pool IıpŘoveıeĲts – RFQ#͐ AddeĲduı #͑ ͏͏ ͓͑ ͏͏ - ͔͐ SCOPES OF WORr ͐͒.͒ – New Play FeatuŘes ϼAlteŘĲate ͐CϽ SpecificatioĲs IĲcluded: ͐͒ ͐͐ ͐͒ ͐͒ ͐͐ ͖͐ Scope oċ WoŘk: ͐. xŘovide alteŘĲate pŘiciĲČ ċoŘ Ĳew plaƅ ċeatuŘes peŘ 9eƅĲote F aĲd Iteıs ͑͐͏ aĲd ͑͐͐ oĲ sheet AQ͐͒͏. ͑. IĲclude ıultiple ıobilizatioĲs as ŘeŗuiŘed to coıplete this scope oċ woŘk. ͒. IĲclude Řeıoval aĲd disposal oċ all iteıs Řeplaced bƅ this scope. ͓. IĲclude the pŘotectioĲ oċ all eƄistiĲČ pŘopeŘtƅ. TŘade CoĲtŘactoŘ will be ŘespoĲsible ċoŘ fiƄiĲČ aĲd ŘestoŘiĲČ aĲƅ aƯected aŘeas back to like Ĳew coĲditioĲs. ͔. TŘade CoĲtŘactoŘ is ŘespoĲsible to ıaiĲtaiĲ ıeaĲs oċ iĲČŘess aĲd eČŘess while woŘkiĲČ oĲsite. ͕. Applƅ, paƅ ċoŘ, aĲd pŘocuŘe all ŘeŗuiŘed peŘıits ċoŘ this scope oċ woŘk. ͖. IĲclude uĲloadiĲČ, haĲdliĲČ aĲd pŘotectioĲ oċ all ƅouŘ owĲ ıateŘial aĲd eŗuipıeĲt. ͗. IĲclude all tools, ıateŘial, hoistiĲČ aĲd eŗuipıeĲt as ŘeŗuiŘed to coıplete this scope oċ woŘk. ͘. TŘade CoĲtŘactoŘ ackĲowledČes that stoŘaČe oĲsite is liıited aĲd aČŘees that ıateŘials will be stoŘed oƯsite uĲtil theƅ aŘe Řeadƅ to be iĲstalled as deteŘıiĲed bƅ the oĲsite SupeŘiĲteĲdeĲt. UĲit PŘices: #: DescŘiptioĲ: Total AıouĲt: CiŘcle Add / Deduct: $ ADD / DEDUCT $ ADD / DEDUCT Page 398 of 499 ID Task Name Duration Start Finish % Complete 0 RiĐhfield VeteƌaŶs Paƌk IŵpƌoveŵeŶts - AƋuatiĐs Aƌea Ϯϲϰ daǇsMoŶ ϱ/ϭϮ/ϮϱSat ϱ/Ϯϯ/Ϯϲ ϵ% 51 Pool PƌeĐoŶstƌuĐtioŶ ϭϳϭ daǇsMoŶ ϱ/ϭϮ/ϮϱTue ϭ/ϭϯ/Ϯϲ Ϯϭ% 52 DesigŶ SeƌviĐes ϴϭ daǇs MoŶ ϱ/ϭϮ/ϮϱThu ϵ/ϰ/Ϯϱ ϲϱ% 55 EstiŵatiŶg ϭϱ daǇs Tue ϲ/ϭϬ/Ϯϱ MoŶ ϲ/ϯϬ/Ϯϱ ϭϬ... 57 Tƌade CoŶtƌaĐtoƌ BiddiŶg ϯϬ daǇs Fƌi ϵ/ϱ/Ϯϱ Thu ϭϬ/ϭϲ/Ϯϱ Ϭ% 58 BiddiŶg Period ϯ ǁks Fri ϵ/ϱ/Ϯϱ Thu ϵ/Ϯϱ/Ϯϱ Ϭ% 59 CoŶtraĐtiŶg ϯ ǁks Fri ϵ/Ϯϲ/Ϯϱ Thu ϭϬ/ϭϲ/Ϯϱ Ϭ% 60 PƌoĐuƌeŵeŶt ϲϬ daǇs Fƌi ϭϬ/ϭϳ/Ϯϱ Tue ϭ/ϭϯ/Ϯϲ Ϭ% 61 Pool LiŶer ;PlasterͿ ϰ ǁks Fri ϭϬ/ϭϳ/Ϯϱ Thu ϭϭ/ϭϯ/Ϯϱ Ϭ% 62 Site LightiŶg ϲ ǁks Fri ϭϬ/ϭϳ/Ϯϱ Fri ϭϭ/Ϯϴ/Ϯϱ Ϭ% 63 MaiŶ Pool PlaǇ Features ϭϮ ǁks Fri ϭϬ/ϭϳ/Ϯϱ Tue ϭ/ϭϯ/Ϯϲ Ϭ% 64 )ero Depth Pool PlaǇ Features ϭϮ ǁks Fri ϭϬ/ϭϳ/Ϯϱ Tue ϭ/ϭϯ/Ϯϲ Ϭ% 1 CoŶstƌuĐtioŶ - Pool ;SĐhedule to ďe CoŶfiƌŵedͿ ϭϳϳ daǇsSuŶ ϵ/ϳ/Ϯϱ Fƌi ϱ/ϭϱ/Ϯϲ Ϭ% 25 Pool ClosiŶg Ϭ daǇs SuŶ ϵ/ϳ/Ϯϱ SuŶ ϵ/ϳ/Ϯϱ Ϭ% 2 MoďilizatioŶ ϯ daǇs Fri ϭϬ/ϭϳ/Ϯϱ Tue ϭϬ/Ϯϭ/Ϯϱ Ϭ% 27 Eǆteƌioƌ Site Woƌk ϭϯϴ daǇsWed ϭϬ/ϮϮ/ϮϱWed ϱ/ϲ/Ϯϲ Ϭ% 28 Culǀert Repair ϭ ǁk Wed ϭϬ/ϮϮ/ϮϱTue ϭϬ/Ϯϴ/Ϯϱ Ϭ% 29 GradiŶg / RetaiŶiŶg Wall ϯ ǁks Wed ϭϬ/ϮϮ/ϮϱTue ϭϭ/ϭϭ/Ϯϱ Ϭ% 33 Reŵoǀe aŶd ReplaĐe Pool FeŶĐiŶg ϯ ǁks Wed ϭϬ/ϮϮ/ϮϱTue ϭϭ/ϭϭ/Ϯϱ Ϭ% 31 IrrigatioŶ Ϯ ǁks Wed ϭϭ/ϭϮ/ϮϱTue ϭϭ/Ϯϱ/Ϯϱ Ϭ% 30 Sod ϴ daǇs MoŶ ϰ/Ϯϳ/ϮϲWed ϱ/ϲ/Ϯϲ Ϭ% 32 ReplaĐe Site LightiŶg ǁ/ LED Fiǆtures ϭ ǁk MoŶ ϰ/Ϯϳ/ϮϲFri ϱ/ϭ/Ϯϲ Ϭ% 34 AƋuatiĐs ϭϰϱ daǇsWed ϭϬ/ϮϮ/ϮϱFƌi ϱ/ϭϱ/Ϯϲ Ϭ% 35 Reŵoǀe EǆistiŶg PlaǇ Features / Drop Slide Ϯ ǁks Wed ϭϬ/ϮϮ/ϮϱTue ϭϭ/ϰ/Ϯϱ Ϭ% 36 Reŵoǀe EǆistiŶg Pool FiŶishes ϮϬ daǇs Wed ϭϬ/ϮϮ/ϮϱTue ϭϭ/ϭϴ/Ϯϱ Ϭ% 46 MaiŶ Pool - ReplaĐe MaiŶ DraiŶs ϭ ǁk Wed ϭϬ/ϮϮ/ϮϱTue ϭϬ/Ϯϴ/Ϯϱ Ϭ% 44 ReplaĐe LaŶe LiŶe AŶĐhors ϭ ǁk MoŶ ϭϬ/Ϯϳ/ϮϱFri ϭϬ/ϯϭ/Ϯϱ Ϭ% 45 )ero-Depth Pool - ReplaĐe MaiŶ DraiŶs ϭ ǁk Wed ϭϬ/Ϯϵ/ϮϱTue ϭϭ/ϰ/Ϯϱ Ϭ% 37 RestoratioŶ of Pool Slides ϭϲ ǁks MoŶ ϭ/ϱ/Ϯϲ MoŶ ϰ/Ϯϳ/Ϯϲ Ϭ% 38 Re-Plaster )ero-Depth Pool ϭ ǁk MoŶ ϰ/ϮϬ/ϮϲFri ϰ/Ϯϰ/Ϯϲ Ϭ% 49 ReplaĐeŵeŶt of filter saŶd Ϯ ǁks MoŶ ϰ/ϮϬ/ϮϲFri ϱ/ϭ/Ϯϲ Ϭ% 9/5 Bidding Period 9/26 Contracting 10/17 Pool Liner (Plaster) 10/17 Site Lighting 10/17 Main Pool Play Features 10/17 Zero Depth Pool Play Features 9/7 Pool Closing 10/17 Mobilization 10/22 Culvert Repair 10/22 Grading / Retaining Wall 10/22 Remove and Replace Pool Fencing 11/12 Irrigation 4/27 Sod 4/27 Replace Site Lighting w/ LED Fixtures 10/22 Remove Existing Play Features / Drop Slide 10/22 Remove Existing Pool Finishes 10/22 Main Pool - Replace Main Drains 10/27 Replace Lane Line Anchors 10/29 Zero-Depth Pool - Replace Main Drains 1/5 Restoration of Pool Slides 4/20 Re-Plaster Zero-Depth Pool 4/20 Replacement of filter sand Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep OctQtr 2, 2025 Qtr 3, 2025 Qtr 4, 2025 Qtr 1, 2026 Qtr 2, 2026 Qtr 3, 2026 Qtr 4, 2026 Richfield - Veteran' Park ImprovmentsPreliminary ScheduleTue 8/26/25 Page 1 Page 399 of 499 ID Task Name Duration Start Finish % Complete 39 Re-Plaster MaiŶ Pool Ϯ ǁks MoŶ ϰ/Ϯϳ/ϮϲFri ϱ/ϴ/Ϯϲ Ϭ% 42 )ero-Depth Pool Gutter / JoiŶt / IŶlet Repairs ϭ ǁk MoŶ ϰ/Ϯϳ/ϮϲFri ϱ/ϭ/Ϯϲ Ϭ% 43 )ero Depth - IŶstall Pool PlaǇ Features ϭ ǁk MoŶ ϰ/Ϯϳ/ϮϲFri ϱ/ϭ/Ϯϲ Ϭ% 40 MaiŶ Pool PlaǇ Features ϭ ǁk MoŶ ϱ/ϰ/Ϯϲ Fri ϱ/ϴ/Ϯϲ Ϭ% 47 Restore Waterslide Toǁer ;Re-paiŶtͿ Ϯ ǁks MoŶ ϱ/ϰ/Ϯϲ Fri ϱ/ϭϱ/Ϯϲ Ϭ% 41 ReĐaulk Pool CopiŶg JoiŶts ϭ ǁk MoŶ ϱ/ϭϭ/ϮϲFri ϱ/ϭϱ/Ϯϲ Ϭ% 48 Waterproof Gutters ϭ ǁk MoŶ ϱ/ϭϭ/ϮϲFri ϱ/ϭϱ/Ϯϲ Ϭ% 3 Bath House IŵpƌoveŵeŶts ϴϬ daǇs MoŶ ϭ/ϱ/Ϯϲ Fƌi ϰ/Ϯϰ/Ϯϲ Ϭ% 4 DeŵolitioŶ / Reŵoǀals Ϯ ǁks MoŶ ϭ/ϱ/Ϯϲ Fri ϭ/ϭϲ/Ϯϲ Ϭ% 5 TeŵpoƌaƌǇ HeatiŶg ϲϲ daǇs MoŶ ϭ/ϱ/Ϯϲ MoŶ ϰ/ϲ/Ϯϲ Ϭ% 17 MEP DisĐoŶŶeĐts / Make Safe ϭ ǁk MoŶ ϭ/ϱ/Ϯϲ Fri ϭ/ϵ/Ϯϲ Ϭ% 18 MeĐhaŶiĐal RoughiŶs ϯ ǁks MoŶ ϭ/ϭϵ/ϮϲFri Ϯ/ϲ/Ϯϲ Ϭ% 24 MasoŶrǇ Walls / PatĐhiŶg Ϯ ǁks MoŶ ϭ/ϭϵ/ϮϲFri ϭ/ϯϬ/Ϯϲ Ϭ% 15 IŶterior PaiŶtiŶg ϭ ǁk MoŶ Ϯ/Ϯ/Ϯϲ Fri Ϯ/ϲ/Ϯϲ Ϭ% 20 EleĐtriĐal RoughiŶ Ϯ ǁks MoŶ Ϯ/Ϯ/Ϯϲ Fri Ϯ/ϭϯ/Ϯϲ Ϭ% 8 IŶterior Slaď PatĐhiŶg ϭ ǁk MoŶ Ϯ/ϵ/Ϯϲ Fri Ϯ/ϭϯ/Ϯϲ Ϭ% 10 Oǀerhead CoiliŶg Door Shroud ϭ daǇ MoŶ Ϯ/ϵ/Ϯϲ MoŶ Ϯ/ϵ/Ϯϲ Ϭ% 11 QuarrǇ Tile FlooriŶg ǁ/QuarrǇ Tile Base ϴ daǇs MoŶ Ϯ/ϵ/Ϯϲ Wed Ϯ/ϭϴ/Ϯϲ Ϭ% 21 MeĐhaŶiĐal - DuĐt CleaŶiŶg Ϯ daǇs MoŶ Ϯ/ϵ/Ϯϲ Tue Ϯ/ϭϬ/Ϯϲ Ϭ% 12 ϮǆϮ ViŶǇl Coated ACT Grid ;CoŶĐessioŶͿ Ϯ daǇs MoŶ Ϯ/ϭϲ/ϮϲTue Ϯ/ϭϳ/Ϯϲ Ϭ% 19 MeĐhaŶiĐal Triŵ & FiŶish Ϯ ǁks Wed Ϯ/ϭϴ/ϮϲTue ϯ/ϯ/Ϯϲ Ϭ% 22 EleĐtriĐal - Neǁ LightiŶg Ϯ ǁks Wed Ϯ/ϭϴ/ϮϲTue ϯ/ϯ/Ϯϲ Ϭ% 9 ReiŶstall / IŶstall Neǁ SpeĐialties ϭ ǁk Thu Ϯ/ϭϵ/Ϯϲ Wed Ϯ/Ϯϱ/Ϯϲ Ϭ% 13 ϮǆϮ ViŶǇl Coated ACT ;CoŶĐessioŶͿ ϯ daǇs Wed ϯ/ϰ/Ϯϲ Fri ϯ/ϲ/Ϯϲ Ϭ% 14 EpoǆǇ Floor Ϯ ǁks Wed ϯ/ϰ/Ϯϲ Tue ϯ/ϭϳ/Ϯϲ Ϭ% 23 EleĐtriĐal Triŵ & FiŶish Ϯ ǁks Wed ϯ/ϭϴ/ϮϲTue ϯ/ϯϭ/Ϯϲ Ϭ% 16 Eǆterior PaiŶtiŶg ϭ ǁk MoŶ ϰ/ϮϬ/ϮϲFri ϰ/Ϯϰ/Ϯϲ Ϭ% 26 SuďstaŶtial CoŵpletioŶ Ϭ daǇs Fƌi ϱ/ϭϱ/Ϯϲ Fƌi ϱ/ϭϱ/Ϯϲ Ϭ% 65 CitǇ Pool Fill & CoŵŵissioŶiŶg ϳ daǇs MoŶ ϱ/ϭϭ/ϮϲTue ϱ/ϭϵ/Ϯϲ Ϭ% 50 Pool GƌaŶd OpeŶiŶg Ϭ daǇs Sat ϱ/Ϯϯ/Ϯϲ Sat ϱ/Ϯϯ/Ϯϲ Ϭ% 4/27 Re-Plaster Main Pool 4/27 Zero-Depth Pool Gutter / Joint / Inlet Repairs 4/27 Zero Depth - Install Pool Play Features 5/4 Main Pool Play Features 5/4 Restore Waterslide Tower (Re-paint) 5/11 Recaulk Pool Coping Joints 5/11 Waterproof Gutters 1/5 Demolition / Removals 1/5 MEP Disconnects / Make Safe 1/19 Mechanical Roughins 1/19 Masonry Walls / Patching 2/2 Interior Painting 2/2 Electrical Roughin 2/9 Interior Slab Patching 2/9 Overhead Coiling Door Shroud 2/9 Quarry Tile Flooring w/Quarry Tile Base 2/9 Mechanical - Duct Cleaning 2/16 2x2 Vinyl Coated ACT Grid (Concession) 2/18 Mechanical Trim & Finish 2/18 Electrical - New Lighting 2/19 Reinstall / Install New Specialties 3/4 2x2 Vinyl Coated ACT (Concession) 3/4 Epoxy Floor 3/18 Electrical Trim & Finish 4/20 Exterior Painting 5/15 Substantial Completion 5/11 City Pool Fill & Commissioning 5/23 Pool Grand Opening Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep OctQtr 2, 2025 Qtr 3, 2025 Qtr 4, 2025 Qtr 1, 2026 Qtr 2, 2026 Qtr 3, 2026 Qtr 4, 2026 Richfield - Veteran' Park ImprovmentsPreliminary ScheduleTue 8/26/25 Page 2 Page 400 of 499 Contractor parking, staging and dumpster location Material & Equipment access/egress options. Protect existing surfaces as necessary New Splash Pad 8' wide access path. Prep and repair turf upon completion in addition to other turf repairs per plans. Maintain security fencing as needed with existing, new, or temporary fence through project duration. Site shall be secure at all times. Assume a minimum of 250 LF of temporary fencing panels and bases are needed throughout duration of the project. Site Logistics - Richfield Pool Renovation Protect existing sprinkler lines and heads. Repair if necessary. Page 401 of 499 (1949259842) AIA® Document A132™ – 2019 Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition AIA Document A132™ – 2019. Copyright © 1975, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:03 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Documents A232™– 2019, General Conditions of the Contract for Construction, 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. AIA Document A232™–2019 is adopted in this document by reference. Do not use with other general conditions unless this document is modified. ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AGREEMENT made as of the «29th » day of «October » in the year «Two Thousand Twenty-Five » (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 Contractor: (Name, legal status, address, and other information) «Webber Recreational Design, Inc. 1442 Brooke Court Hastings, MN 55033 612-581-4704» for the following Project: (Name, location, and detailed description) «Veterans Park Improvements - Aquatics» «6335 Portland Ave, Richfield, MN 55423 This includes improvements to the pool, supporting areas and building improvements. » 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» The Architect: (Name, legal status, address, and other information) «JLG Architects 710 S 2nd St 8th Floor Minneapolis, MN 55401 Phone: (612) 746-4260 The Owner and Contractor agree as follows. Page 402 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 2 / User Notes: (1949259842) 212397v2 TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 DATE OF COMMENCEMENT AND DATES OF SUBSTANTIAL COMPLETION 4 CONTRACT SUM 5 PAYMENTS 6 DISPUTE RESOLUTION 7 TERMINATION OR SUSPENSION 8 MISCELLANEOUS PROVISIONS 9 ENUMERATION OF CONTRACT DOCUMENTS EXHIBIT A INSURANCE AND BONDS EXHIBIT B DETERMINATION OF THE COST OF THE WORK ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary, and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 9. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 3 DATE OF COMMENCEMENT AND DATES OF SUBSTANTIAL COMPLETION § 3.1 The date of commencement of the Work shall be: (Check one of the following boxes.) [ « X » ] The date of this Agreement. [ « » ] 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.) « » If a date of commencement of the Work is not selected, then the date of commencement shall be the date of this Agreement. § 3.2 The Contract Time shall be measured from the date of commencement of the Work. Page 403 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 3 / User Notes: (1949259842) 212397v2 § 3.3 Substantial Completion of the Project or Portions Thereof § 3.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the date of Substantial Completion of the Work of all of the Contractors for the Project will be: (Insert the date of Substantial Completion of the Work of all Contractors for the Project.) «Substantial Completion: 5/15/2026 Final Completion: 5/23/2026» § 3.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work of all of the Contractors for the Project are to be completed prior to Substantial Completion of the entire Work of all of the Contractors for the Project, the Contractors shall achieve Substantial Completion of such portions by the following dates: Portion of Work Substantial Completion Date TBD § 3.4 When the Work of this Contract, or any Portion Thereof, is Substantially Complete § 3.4.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall substantially complete the entire Work of this Contract: (Check one of the following boxes and complete the necessary information.) [ « » ] Not later than « » ( « » ) calendar days from the date of commencement of the Work. [ « X » ] By the following date: «5/15/2026» § 3.4.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work of this Contract are to be substantially complete prior to when the entire Work of this Contract shall be substantially complete, the Contractor shall substantially complete such portions by the following dates: Portion of Work Date to be substantially complete Replace play structure at zero depth pool 5/1/2026 § 3.4.3 If the Contractor fails to substantially complete the Work of this Contract, or portions thereof, as provided in this Section 3.4, liquidated damages, if any, shall be assessed as set forth in Section 4.5. ARTICLE 4 CONTRACT SUM § 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of the Contract. The Contract Sum shall be one of the following: (Check the appropriate box.) [ «X » ] Stipulated Sum, in accordance with Section 4.2 below § 4.2 Stipulated Sum § 4.2.1 The Contract Sum shall be «Two hundred ninety seven thousand three hundred eighty seven dollars and forty cents, $297,387.40 » ), subject to additions and deductions as provided in the Contract Documents. § 4.2.2 Alternates § 4.2.2.1 Alternates, if any, included in the Contract Sum: Item Price Alt 1B replace play structure $297,387.40 Page 404 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 4 / User Notes: (1949259842) 212397v2 § 4.2.2.2 Subject to the conditions noted below, the following alternates may be accepted by the Owner following execution of this Agreement. Upon acceptance, the Owner shall issue a Modification to this Agreement. (Insert below each alternate and the conditions that must be met for the Owner to accept the alternate.) Item Price Conditions for Acceptance Alt 1A Refurbish APU at Zero depth Alt 1C Install new play feature Alt 2A Remove bridge over slides Alt 2B Replace bridge with new AL Alt 3 Install (2) new shade structures $66,720 $73,810 $5,451 $136,281 $31,492 TBD TBD TBD TBD TBD § 4.2.3 Allowances, if any, included in the Contract Sum: (Identify each allowance.) Item Price n/a § 4.2.4 Unit prices, if any: (Identify the item and state the unit price, and quantity limitations, if any, to which the unit price will be applicable.) Item Units and Limitations Price per Unit ($0.00) n/a § 4.3 INTENTIONALLY OMITTED § 4.4 INTENTIONALLY OMITTED § 4.5 Liquidated damages, if any: (Insert terms and conditions for liquidated damages, if any, to be assessed in accordance with Section 3.4.) «See Section 8.8.2 » § 4.6 Other: (Insert provisions for bonus, cost savings or other incentives, if any, that might result in a change to the Contract Sum.) « N/A » ARTICLE 5 PAYMENTS § 5.1 Progress Payments § 5.1.1 Based upon Applications for Payment submitted to the Construction Manager by the Contractor, and Certificates for Payment issued by the Construction Manager and Architect, the Owner shall make progress payments on account of the Contract Sum, to the Contractor, as provided below and elsewhere in the Contract Documents. § 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: « » § 5.1.3 When an Application for Payment is received by the Construction Manager, payment of the amount certified shall be made by the Owner not later than «thirty-five » ( «35 » ) days after the Construction Manager receives and certifies the Application for Payment. Unless expressly otherwise agreed in this Page 405 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 5 / User Notes: (1949259842) 212397v2 Contract, payments and payment disputes shall be governed by the Prompt Payment of Local Government Bills, Minn. Stat. Sec. 471.425 (“Prompt Payment Act”). (Federal, state or local laws may require payment within a certain period of time.) § 5.1.3.1 Prompt Payment to Subcontractors Required by MN Law. The Contractor shall pay each Subcontractor no later than ten 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. Per 471.425 Minnesota Statutes, the prime contractor must pay any subcontractor within ten days of the prime contractor’s receipt of payment from the Public Body/Owner for undisputed services provided by the subcontractor. The prime contractor must pay the subcontractor interest of 1 ½ percent per month on any disputed amounts not paid on time. The minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. For an unpaid balance of less than $100, the prime contractor shall pay the actual penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from a prime contractor must be awarded its costs and disbursements, including attorney’s fees, incurred in bringing the action. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub- subcontractors in a similar manner. § 5.1.4 Progress Payments Where the Contract Sum is Based on a Stipulated Sum § 5.1.4.1 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form, and supported by such data to substantiate its accuracy, as the Construction Manager and Architect may require. This schedule of values shall be used as a basis for reviewing the Contractor’s Applications for Payment. § 5.1.4.2 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. § 5.1.4.3 In accordance with AIA Document A232™–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition, as modified, and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: § 5.1.4.3.1 The amount of each progress payment shall first include: .1 That portion of the Contract Sum properly allocable to completed Work; .2 That portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction, or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing; and .3 That portion of Construction Change Directives that the Architect determines, in the Architect’s professional judgment, to be reasonably justified. § 5.1.4.3.2 The amount of each progress payment shall then be reduced by: .1 The aggregate of any amounts previously paid by the Owner; .2 The amount, if any, for Work that remains uncorrected and for which the Architect has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A232–2019; .3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Contractor intends to pay; .4 For Work performed or defects discovered since the last payment application, any amount for which the Architect may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A232–2019; and .5 Retainage withheld pursuant to Section 5.1.7. § 5.1.5 INTENTIONALLY OMITTED Page 406 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 6 / User Notes: (1949259842) 212397v2 § 5.1.6 INTENTIONALLY OMITTED § 5.1.7 Retainage § 5.1.7.1 For each progress payment made prior to when the Work of this Contract is substantially complete, the Owner may withhold the following amount, as retainage, from the payment otherwise due: (Insert a percentage or amount to be withheld as retainage from each Application for Payment. The amount of retainage may be limited by governing law.) «Five percent (5%) » § 5.1.7.1.1 The following items are not subject to retainage: (Insert any items not subject to the withholding of retainage, such as general conditions, insurance, etc.) « » § 5.1.7.2 Reduction or limitation of retainage, if any, shall be as follows: (If the retainage established in Section 5.1.7.1 is to be modified prior to when the entire Work of this Contract is substantially complete, including modifications for completion of portions of the Work as provided in Section 3.4.2, insert provisions for such modifications.) «No reduction in retainage until substantial completion » § 5.1.7.3 Except as set forth in this Section 5.1.7.3, when the Work of this Contract is substantially complete, the Contractor may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 5.1.7. The Application for Payment submitted when the Work of this Contract is substantially complete shall not include retainage as follows: (Insert any other conditions for release of retainage when the Work of this Contract is substantially complete, or upon Substantial Completion of the Work of all Contractors on the Project or portions thereof.) « As set forth in A232-2019 General Conditions Section 9.8.6 » § 5.2 Final Payment § 5.2.1 Final Payment Where the Contract Sum is Based on a Stipulated Sum § 5.2.1.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when .1 the Contractor has fully performed the Contract except for the Contractor’s responsibility to correct Work as provided in Article 12 of AIA Document A232–2019, and to satisfy other requirements, if any, which extend beyond final payment; and .2 a final Certificate for Payment or Project Certificate for Payment has been issued by the Architect. § 5.2.1.2 The Owner’s final payment to the Contractor shall be made no later than 30 days after the issuance of the final Certificate for Payment or Project Certificate for Payment § 5.3 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if any.) « 4 » % « per annum » « » Page 407 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 7 / User Notes: (1949259842) 212397v2 ARTICLE 6 DISPUTE RESOLUTION § 6.1 Initial Decision Maker The Architect will serve as Initial Decision Maker pursuant to Article 15 of AIA Document A232–2019, unless the parties appoint below another individual, not a party to this Agreement, to serve as Initial Decision Maker. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.) § 6.2 Binding Dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Article 15 of AIA Document A232– 2019, the method of binding dispute resolution shall be as follows: (Check the appropriate box.) [ «X » ] Litigation in a court of competent jurisdiction, in the county where the project is located. If the Owner and Contractor do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction. ARTICLE 7 TERMINATION OR SUSPENSION § 7.1 Where the Contract Sum is a Stipulated Sum § 7.1.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A232–2019. § 7.1.1.1 If the Contract is terminated for the Owner’s convenience in accordance with Article 14 of AIA Document A232–2019, then the Owner shall pay the Contractor a termination fee as follows: (Insert the amount of, or method for determining, the fee, if any, payable to the Contractor following a termination for the Owner’s convenience.) «N/A. » § 7.1.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A232–2019. § 7.2 INTENTIONALLY OMITTED § 7.3 Suspension The Work may be suspended by the Owner as provided in Article 14 of AIA Document A232–2019; in such case, the Contract Sum and Contract Time shall be increased as provided in Article 14 of AIA Document A232–2019, except that the term “profit” shall be understood to mean the Contractor’s Fee as described in Section 4.3.2 or 4.4.2, as applicable, of this Agreement. ARTICLE 8 MISCELLANEOUS PROVISIONS § 8.1 Where reference is made in this Agreement to a provision of AIA Document A232–2019 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 8.2 The Owner’s representative: (Name, address, email address, and other information) «Karl Huemiller Recreation Services Director 7000 Nicollet Ave. Richfield, MN 55423 (P) 612-861-9387 Page 408 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 8 / User Notes: (1949259842) 212397v2 khuemiller@richfieldmn.gov» § 8.3 The Contractor’s representative: (Name, address, email address, and other information) « Jay Webber Webber Recreational Design, Inc. 1442 Brooke Court Hastings, MN 55033 612-581-4704 jwebber@webberrec.com» § 8.4 Neither the Owner’s nor the Contractor’s representative shall be changed without ten days’ prior notice to the other party. § 8.5 Insurance and Bonds § 8.5.1 The Owner and the Contractor shall purchase and maintain insurance as set forth in AIA Document A132™–2019, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition, Exhibit A, Insurance and Bonds, and elsewhere in the Contract Documents. § 8.5.2 The Contractor shall provide bonds as set forth in AIA Document A132™–2019, Exhibit A, and elsewhere in the Contract Documents. § 8.6 Notice in electronic format, pursuant to Article 1 of AIA Document A232–2019, may be given in accordance with AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, if completed, or as otherwise set forth below: (If other than in accordance with AIA Document E203–2013, insert requirements for delivering notice in electronic format such as name, title, and email address of the recipient and whether and how the system will be required to generate a read receipt for the transmission.) « » § 8.7 Relationship of the Parties Where the Contract is based on the Cost of the Work plus the Contractor’s Fee, with or without a Guaranteed Maximum Price, the Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Contractor’s skill and judgment in furthering the interests of the Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner’s interests. The Owner agrees to furnish and approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents. § 8.8 Other provisions: § 8.8.1 MN PREVAILING WAGE § 8.8.1.1 Wage Determination This is a prevailing wage project. All contractor and subcontractors shall pay at least the minimum prevailing wage as published by the State of Minnesota and conform to the labor laws of the State of Minnesota and all other laws, ordinances, and legal requirements affecting their work in Minnesota. § 8.8.1.2 Pursuant to Minnesota Statutes 177.43, “No laborer or mechanic employed directly upon the project worksite by the contractor or any subcontractor, agent, or other person doing or contracting to do all or a part of the work on the project, shall be permitted or required to work more hours than the prevailing hours of labor unless such laborer or mechanic is paid for all hours in excess of the prevailing hours at a rate of at least 1-1/2 times his hourly basic rate of pay; nor shall he be paid a lesser rate of wages than the Page 409 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 9 / User Notes: (1949259842) 212397v2 prevailing wage rate in the same or most similar trade or occupation area.” Nothing in this contract shall be construed as prohibiting the contractor or subcontractor from paying the negotiated wage rate. § 8.8.1.3 Any project with an estimated total cost of more than $25,000 must comply with Minnesota Statute 177.41-44, which is commonly known as The Little Davis Bacon Act. To facilitate compliance pursuant to the Statute, wage determinations were prepared for different trades for each county from which labor for said project would be secured. It is the stated public policy of M.S. 177.41 as follows: “It is in the public interest that public buildings and other public works be constructed and maintained by the best means and highest quality of labor reasonably available, and that persons working on public works be compensated according to the real value of the services they perform. It is therefore declared to be the public policy of this State that wages of laborers, workmen, and mechanics engaged in State project would be comparable to wages paid for similar work in the community as a whole.” Any wage determinations which are found not to be so promulgated do not relieve the contractor from any responsibility for paying the prevailing wage rate of the trade in question. Additional classifications may develop between certification by the Minnesota Department of Labor and Industry. Therefore, no inferences may be drawn from the omission of a classification which has local usage. Further, the Owner will not be liable for increased labor cost, errors in the rates of classifications, or changes to same prior to the awarding of contracts. § 8.8.1.4 Information pertaining to the prevailing wage rates, prevailing hours of labor and hourly basic rates may be obtained from the Minnesota Department of Labor and Industry. Said wage rates must be posted in at least one conspicuous place for the employees working on the project. Failure to do so, by any Contractor, subcontractor, or agent, who, after executing a contract in compliance with this section, pays to any laborer, workman, or mechanic employed directly on the project, a lesser wage for work done on the project than the prevailing wage rate, shall be fined $3700 or imprisoned for not more than 90 days or both. Each day any violation of this section continues shall be a separate offense. Prevailing wage rates for this project are attached at the end of this section. § 8.8.1.5 Specification Section marked “PREVAILING WAGES” contains the Minnesota Department of Labor and Industry prevailing wages for this project. § 8.8.1.6 Any violation of Minnesota Statue 177.42-44 shall be reported to the Minnesota Department of Labor and Industry. § 8.8.1.7 The Contractor shall also furnish with each Application for Payment Certified Payroll Statements, setting forth the wages and benefits paid each employee during the time period covered by the Application for Payment, specifying for each employee: name; identifying number; prevailing wage master job classification; hours worked each day; total hours; rate of pay; gross amount earned; each deduction for taxes; total deductions; net pay for week; dollars contributed per hour for each benefit, including name and address of administrator; benefit account number; and telephone number for health and welfare, vacation or holiday, apprenticeship training, pension, and other benefit programs. § 8.8.2 LIQUIDATED DAMAGES § 8.8.2.1 Contractor acknowledges that delays in completion of the Project beyond substantial completion, subject to adjustments as provided in the Contract Documents (the “Substantial Completion Date") would result in the loss of certain benefits to Owner and its constituents, which would be difficult or impracticable to fix or ascertain under presently known and anticipated facts and circumstances. Accordingly, the parties hereby agree that if Contractor fails to achieve Substantial Completion of the Project by the scheduled Substantial Completion Date, then for delays the Owner shall be entitled to recover from Contractor the following: .1 For each calendar day that Substantial Completion of the Project is delayed beyond the Scheduled Substantial Completion Date: $500.00 per day for contracts valued at or under $500,000.00 or will be $1,000.00 per day for contracts that exceed $500,000.01 in total value. Page 410 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 10 / User Notes: (1949259842) 212397v2 § 8.8.2.2 For purpose of this Section, Substantial Completion shall have occurred when the Architect certifies that the project is Substantially Complete in accordance with the General Conditions of Contract. If all work is not finally completed by TBD, Owner shall be entitled to actual damages for damages occurring after that date, and liquidated damages for damages prior to that date. § 8.8.2.3 Contractor shall pay any liquidated damages to Owner within fifteen (15) days of Owner’s invoice. Owner has the right to submit invoices for liquidated damages on a weekly basis. Payment of liquidated damages shall not relieve the Contractor of its other obligations under the parties’ Agreement. Owner, at its option, may deduct the amounts of any liquidated damages from amounts otherwise due to Contractor. § 8.8.2.4 The parties agree that the amount of liquidated damages fixed in this Section is a reasonable forecast of just compensation for harm to the Owner resulting from the Contractor’s failure to meet the Project schedule, and is not a penalty. The parties further agree that in the event the amount of liquidated damages set forth in this Section is held to be unenforceable or challenged by the Contractor as unenforceable for any reason, the Owner shall be entitled to recover its actual, direct, and consequential damages, if any, resulting from Contractor’s delay in achieving Substantial Completion of the Work by the scheduled Substantial Completion Date. § 8.8.3 Certificate of Substantial Completion When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time which the Contractor shall complete all items on the list accompanying the Certificate to sixty (60) calendar days. The Contractor will submit a punch list completion schedule within ten (10) days of receipt of Certificate of Substantial Completion. Any cost incurred by the Architect or Architect’s consultants (after 60 calendar days of substantial completion) to close out the project will be deducted from the Contractor’s contract by change order. 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. Warranties on punch list items will commence on the date of final payment. § 8.8.4 The Contractor, prior to contract award, shall submit electronically to the architect a notarized copy of MN Responsible Contractor Compliance Affidavit from each subcontractor. If a subcontractor is substituted during the project, a new MN Responsible Contractor Compliance Affidavit will be required. » § 8.8.5 INTENTIONALLY OMITTED § 8.8.6 INTENTIONALLY OMITTED § 8.8.7 NON-MINNESOTA CONTRACTOR. Non-Minnesota Contractors for contracts that exceed or can reasonably be expected to exceed $100,000 shall comply with the following Minnesota Department of Revenue Requirements (MN Law, MS 290.9705): § 8.8.7.1 File form SDE (Exemption from Surety Deposits for Non-Minnesota Contractors) with the Minnesota Revenue, Mail Station 6501, St. Paul, Minnesota 55146-6501. An exemption will be granted if: .1 The Contractor provides a cash surety or bond (8% of total contract), secured by an Insurance Company licensed in Minnesota, which guarantees compliance with all provisions of Minnesota withholding, sales and corporate income tax laws, or: .2 The Contractor provides evidence of full compliance with such laws on previous construction work in Minnesota during the last three years. § 8.8.7.2 Submit a copy of form SDE, certified by the Department of Revenue, with the Contractor’s initial Application for Payment. § 8.8.7.3 If an exemption is not granted, 8 percent of each Application for Payment will be withheld as surety and deposited with the Department of Revenue, to be refunded with interest after the Contractor’s State tax obligations are fulfilled. Page 411 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 11 / User Notes: (1949259842) 212397v2 § 8.8.8 FIREARMS PROHIBITED § 8.8.8.1 No provider of services pursuant to this contract, including but not limited to employees, agents, suppliers or subcontractor’s of the Contractor shall carry or possess a firearm on the Owner’s premises or while acting on behalf of the Owner pursuant to the terms of this agreement. Violation of this provision shall be considered a substantial breach of the Agreement; and, in addition to any other remedy available to the Owner under law or equity. Violation of this provision is grounds for immediate suspension or termination of this contract. ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS § 9.1 This Agreement is comprised of the following documents: .1 AIA Document A132™–2019, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition, as modified .2 AIA Document A132™–2019, Exhibit A, Insurance and Bonds Exhibit .3 AIA Document A232™–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition .4 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.) « N/A » .5 Drawings Number Title Date See Exhibit B Drawing Log 9/26/2025 .6 Specifications Section Title Date Pages See Exhibit C Specifications Log 9/26/2025 4 .7 Addenda, if any: Number Date Pages 1 2 3 9/15/25 9/19/25 9/26/25 16 33 71 Portions of Addenda relating to bidding or proposal requirements are not part of the Contract Documents unless the bidding or proposal requirements are also enumerated in this Article 9. .8 Other Exhibits: (Check all boxes that apply and include appropriate information identifying the exhibit where required.) [ « » ] AIA Document A132™–2019, Exhibit B, Determination of the Cost of the Work [ « » ] 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.) « » Formatted: Indent: Left: 0.5", Hanging: 0.5" Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: 1" Formatted: Indent: Left: 0" Formatted: Indent: Left: 0.5", Hanging: 0.5" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 0.5", Hanging: 0.5" Formatted: Indent: Left: 0" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 0.5", Hanging: 0.5" Formatted: Indent: Left: 0" Formatted: Indent: Left: 0.1" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 0.56", Hanging: 0.44" Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: 1" Formatted: Indent: Left: 1", First line: 0" Page 412 of 499 AIA Document A132™ – 2009 (formerly A101™CMa – 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 08:42:48 CT on 10/21/2020 under Order No.5984695374 which expires on 01/21/2021, 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 copyright@aia.org. Init. 12 / User Notes: (1949259842) 212397v2 [ « » ] The Sustainability Plan: Title Date Pages [ «X » ] Supplementary and other Conditions of the Contract: Document Title Date Pages Exhibit D Exhibit E Exhibit F *Bid Scope Schedule Logistics 9/26/25 9/26/25 9/26/25 3 2 1 .9 Other documents, if any, listed below: (List here any additional documents that are intended to form part of the Contract Documents. AIA Document A232–2019 provides that the advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor’s bid or proposal, portions of Addenda relating to bidding or proposal requirements, and other information furnished by the Owner in anticipation of receiving bids or proposals, are not part of the Contract Documents unless enumerated in this Agreement. Any such documents should be listed here only if intended to be part of the Contract Documents.) « » This Agreement is entered into as of the day and year first written above. OWNER (Signature) CONTRACTOR (Signature) «By: Mary B. Supple, Mayor» «» (Printed name and title) (Printed name and title) OWNER (Signature) «By: Katie Rodriguez, City Manager» (Printed name and title) Formatted: Indent: Left: -0.33" Formatted: Indent: Left: -0.33" Formatted: Indent: Left: 1", First line: 0" Formatted: Indent: Left: -0.33" Formatted Table Page 413 of 499 AIA® Document A132™ – 2019 Exhibit A Insurance and Bonds AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Document A232™– 2019, General Conditions of the Contract for Construction. Article 11 of A232™–2019 contains additional insurance provisions ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. This Insurance and Bonds Exhibit is part of the Agreement, between the Owner and the Contractor, dated the «29th » day of « October » in the year «Two Thousand Twenty- Five » (In words, indicate day, month, and year.) for the following PROJECT: (Name and location or address) «Veterans Park Improvements - Aquatics» «6335 Portland Ave, Richfield, MN 55423 This includes improvements to the pool, supporting areas and building improvements. » THE OWNER: (Name, legal status, and address) «City of Richfield»« » « 6700 Portland Ave Richfield, MN 55423» THE CONTRACTOR: (Name, legal status, and address) «Per AIA A132-2019» TABLE OF ARTICLES A.1 GENERAL A.2 OWNER’S INSURANCE A.3 CONTRACTOR’S INSURANCE AND BONDS A.4 SPECIAL TERMS AND CONDITIONS ARTICLE A.1 GENERAL The Owner and Contractor shall purchase and maintain insurance, and provide bonds, as set forth in this Exhibit. As used in this Exhibit, the term General Conditions refers to AIA Document A232™–2019, General Conditions of the Contract for Construction. ARTICLE A.2 OWNER’S INSURANCE § A.2.1 General Prior to commencement of the Work, the Owner shall secure the insurance, and provide evidence of the coverage, required under this Article A.2 and, upon the Contractor’s request, provide a copy of the property insurance policy or policies required by Section A.2.3. The copy of the policy or policies provided shall contain all applicable conditions, definitions, exclusions, and endorsements. Page 414 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 2 § A.2.2 Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner’s usual general liability insurance. § A.2.3 Required Property Insurance § A.2.3.1 Unless this obligation is placed on the Contractor pursuant to Section A.3.3.2.1, the Owner shall purchase and maintain, from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located, property insurance written on a builder's risk “all-risks” completed value or equivalent policy form and sufficient to cover the total value of the entire Project on a replacement cost basis. The Owner’s property insurance coverage shall be no less than the amount of the initial Contract Sum, plus the value of subsequent Modifications and labor performed and materials or equipment supplied by others. The property insurance shall be maintained until Substantial Completion and thereafter as provided in Section A.2.3.1.3, unless otherwise provided in the Contract Documents or otherwise agreed in writing by the parties to this Agreement. This insurance shall include the interests of the Owner, Contractor, Subcontractors, and Sub-subcontractors in the Project as insureds. This insurance shall include the interests of mortgagees as loss payees. § A.2.3.1.1 Causes of Loss. The insurance required by this Section A.2.3.1 shall provide coverage for direct physical loss or damage, and shall not exclude the risks of fire, explosion, theft, vandalism, malicious mischief, collapse, earthquake, flood, or windstorm. The insurance shall also provide coverage for ensuing loss or resulting damage from error, omission, or deficiency in construction methods, design, specifications, workmanship, or materials. Sub- limits, if any, are as follows: (Indicate below the cause of loss and any applicable sub-limit.) Causes of Loss Sub-Limit § A.2.3.1.2 Specific Required Coverages. The insurance required by this Section A.2.3.1 shall provide coverage for loss or damage to false work and other temporary structures, and to building systems from testing and startup. The insurance shall also cover debris removal, including demolition occasioned by enforcement of any applicable legal requirements, and reasonable compensation for the Architect’s, Construction Manager’s, and Contractor’s services and expenses required as a result of such insured loss, including claim preparation expenses. Sub-limits, if any, are as follows: (Indicate below type of coverage and any applicable sub-limit for specific required coverages.) Coverage Sub-Limit § A.2.3.1.3 Unless the parties agree otherwise, upon Substantial Completion, the Owner shall continue the insurance required by Section A.2.3.1 or, if necessary, replace the insurance policy required under Section A.2.3.1 with property insurance written for the total value of the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section 12.2.2 of the General Conditions. § A.2.3.1.4 Deductibles and Self-Insured Retentions. If the insurance required by this Section A.2.3 is subject to deductibles or self-insured retentions, the Owner shall be responsible for all loss not covered because of such deductibles or retentions. § A.2.3.2 Occupancy or Use Prior to Substantial Completion. The Owner’s occupancy or use of any completed or partially completed portion of the Work prior to Substantial Completion shall not commence until the insurance company or companies providing the insurance under Section A.2.3.1 have consented in writing to the continuance of coverage. The Owner and the Contractor shall take no action with respect to partial occupancy or use that would cause cancellation, lapse, or reduction of insurance, unless they agree otherwise in writing. § A.2.3.3 Insurance for Existing Structures If the Work involves remodeling an existing structure or constructing an addition to an existing structure, the Owner shall purchase and maintain, until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, “all-risks” property insurance, on a replacement cost basis, protecting the existing structure against direct physical loss or damage from the causes of loss identified in Section A.2.3.1, notwithstanding the undertaking of the Work. The Owner shall be responsible for all co-insurance penalties. Page 415 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 3 § A.2.4 Optional Extended Property Insurance. The Owner shall purchase and maintain the insurance selected and described below. (Select the types of insurance the Owner is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance. For each type of insurance selected, indicate applicable limits of coverage or other conditions in the fill point below the selected item.) [ « » ] § A.2.4.1 Loss of Use, Business Interruption, and Delay in Completion Insurance, to reimburse the Owner for loss of use of the Owner’s property, or the inability to conduct normal operations due to a covered cause of loss. « » [ « » ] § A.2.4.2 Ordinance or Law Insurance, for the reasonable and necessary costs to satisfy the minimum requirements of the enforcement of any law or ordinance regulating the demolition, construction, repair, replacement or use of the Project. « » [ « » ] § A.2.4.3 Expediting Cost Insurance, for the reasonable and necessary costs for the temporary repair of damage to insured property, and to expedite the permanent repair or replacement of the damaged property. « » [ « » ] § A.2.4.4 Extra Expense Insurance, to provide reimbursement of the reasonable and necessary excess costs incurred during the period of restoration or repair of the damaged property that are over and above the total costs that would normally have been incurred during the same period of time had no loss or damage occurred. « » [ « » ] § A.2.4.5 Civil Authority Insurance, for losses or costs arising from an order of a civil authority prohibiting access to the Project, provided such order is the direct result of physical damage covered under the required property insurance. « » [ « » ] § A.2.4.6 Ingress/Egress Insurance, for loss due to the necessary interruption of the insured’s business due to physical prevention of ingress to, or egress from, the Project as a direct result of physical damage. « » [ « » ] § A.2.4.7 Soft Costs Insurance, to reimburse the Owner for costs due to the delay of completion of the Work, arising out of physical loss or damage covered by the required property insurance: including construction loan fees; leasing and marketing expenses; additional fees, including those of architects, engineers, consultants, attorneys and accountants, needed for the completion of the construction, repairs, or reconstruction; and carrying costs such as property taxes, building permits, additional interest on loans, realty taxes, and insurance premiums over and above normal expenses. « » § A.2.5 Other Optional Insurance. The Owner shall purchase and maintain the insurance selected below. Page 416 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 4 (Select the types of insurance the Owner is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance.) [ « » ] § A.2.5.1 Cyber Security Insurance for loss to the Owner due to data security and privacy breach, including costs of investigating a potential or actual breach of confidential or private information. (Indicate applicable limits of coverage or other conditions in the fill point below.) « » [ « » ] § A.2.5.2 Other Insurance (List below any other insurance coverage to be provided by the Owner and any applicable limits.) Coverage Limits ARTICLE A.3 CONTRACTOR’S INSURANCE AND BONDS § A.3.1 General § A.3.1.1 Certificates of Insurance. The Contractor shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article A.3 at the following times: (1) prior to commencement of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon the Owner’s written request. An additional certificate evidencing continuation of commercial liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment and thereafter upon renewal or replacement of such coverage until the expiration of the periods required by Section A.3.2.1 and Section A.3.3.1. The certificates will show the Owner as an additional insured on the Contractor’s Commercial General Liability and excess or umbrella liability policy or policies. § A.3.1.2 Deductibles and Self-Insured Retentions. The Contractor shall disclose to the Owner any deductible or self- insured retentions applicable to any insurance required to be provided by the Contractor. § A.3.1.3 Additional Insured Obligations. To the fullest extent permitted by law, the Contractor shall cause the commercial general liability coverage to include (1) the Owner, the Architect and the Architect’s consultants, and the Construction Manager and the Construction Manager’s consultants, as additional insureds for claims caused in whole or in part by the Contractor’s negligent acts or omissions during the Contractor’s operations; and (2) the Owner as an additional insured for claims caused in whole or in part by the Contractor’s negligent acts or omissions for which loss occurs during completed operations. The additional insured coverage shall be primary and non- contributory to any of the Owner’s general liability insurance policies and shall apply to both ongoing and completed operations. To the extent commercially available, the additional insured coverage shall be no less than that provided by Insurance Services Office, Inc. (ISO) forms CG 20 10 07 04, CG 20 37 07 04, and, with respect to the Architect and the Architect’s consultants, and the Construction Manager and the Construction Manager’s consultants, CG 20 32 07 04. § A.3.2 Contractor’s Required Insurance Coverage § A.3.2.1 The Contractor shall purchase and maintain the following types and limits of insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Contractor shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, unless a different duration is stated below: (If the Contractor is required to maintain insurance for a duration other than the expiration of the period for correction of Work, state the duration.) « » § A.3.2.2 Commercial General Liability § A.3.2.2.1 Commercial General Liability insurance for the Project written on an occurrence form with policy limits of not less than «One Million Dollars » ($ «1,000,000 » ) each occurrence, «Two Million » ($ «2,000,000 » ) general aggregate, and « Two Million » ($ «$2,000,000 » ) aggregate for products-completed operations hazard, providing coverage for claims including Page 417 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 5 .1 damages because of bodily injury, sickness or disease, including occupational sickness or disease, and death of any person; .2 personal injury and advertising injury; .3 damages because of physical damage to or destruction of tangible property, including the loss of use of such property; .4 bodily injury or property damage arising out of completed operations; and .5 the Contractor’s indemnity obligations under Section 3.18 of the General Conditions. § A.3.2.2.2 The Contractor’s Commercial General Liability policy under this Section A.3.2.2 shall not contain an exclusion or restriction of coverage for the following: .1 Claims by one insured against another insured, if the exclusion or restriction is based solely on the fact that the claimant is an insured, and there would otherwise be coverage for the claim. .2 Claims for property damage to the Contractor’s Work arising out of the products-completed operations hazard where the damaged Work or the Work out of which the damage arises was performed by a Subcontractor. .3 Claims for bodily injury other than to employees of the insured. .4 Claims for indemnity under Section 3.18 of the General Conditions arising out of injury to employees of the insured. .5 Claims or loss excluded under a prior work endorsement or other similar exclusionary language. .6 Claims or loss due to physical damage under a prior injury endorsement or similar exclusionary language. .7 Claims related to residential, multi-family, or other habitational projects, if the Work is to be performed on such a project. .8 Claims related to roofing, if the Work involves roofing. .9 Claims related to exterior insulation finish systems (EIFS), synthetic stucco or similar exterior coatings or surfaces, if the Work involves such coatings or surfaces. .10 Claims related to earth subsidence or movement, where the Work involves such hazards. .11 Claims related to explosion, collapse and underground hazards, where the Work involves such hazards. § A.3.2.3 Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Contractor, with policy limits of not less than « One Million » ($ « $1,000,000 » ) per accident, for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles along with any other statutorily required automobile coverage. § A.3.2.4 The Contractor may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella insurance policies result in the same or greater coverage as the coverages required under Section A.3.2.2 and A.3.2.3, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § A.3.2.5 Workers’ Compensation at statutory limits. § A.3.2.6 Employers’ Liability with policy limits not less than «One Million Dollars » ($ « 1,000,000 » ) each accident, « One Million Dollars » ($ «1,000,000 » ) each employee, and « One Million Dollars » ($ « 1,000,000 » ) policy limit. § A.3.2.7 Jones Act, and the Longshore & Harbor Workers’ Compensation Act, as required, if the Work involves hazards arising from work on or near navigable waterways, including vessels and docks § A.3.2.8 If the Contractor is required to furnish professional services as part of the Work, the Contractor shall procure Professional Liability insurance covering performance of the professional services, with policy limits of not less than « One Million Dollars » ($ « 1,000,000 » ) per claim and « Two Million Dollars » ($ «2,000,000 » ) in the aggregate. Page 418 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 6 § A.3.2.9 If the Work involves the transport, dissemination, use, or release of pollutants, the Contractor shall procure Pollution Liability insurance, with policy limits of not less than «One Million Dollars » ($ « 1,000,000 » ) per claim and « Two Millions Dollars » ($ «2,000,000 » ) in the aggregate. § A.3.2.10 Coverage under Sections A.3.2.8 and A.3.2.9 may be procured through a Combined Professional Liability and Pollution Liability insurance policy, with combined policy limits of not less than «Two Million » ($ « 2,000,000 » ) per claim and «Four Million Dollars » ($ « 4,000,000 » ) in the aggregate. § A.3.2.11 Insurance for maritime liability risks associated with the operation of a vessel, if the Work requires such activities, with policy limits of not less than «One Million » ($ « 1,000,000 » ) per claim and « One Million » ($ « » ) in the aggregate. § A.3.2.12 Insurance for the use or operation of manned or unmanned aircraft, if the Work requires such activities, with policy limits of not less than « One Million » ($ « 1,000,000 » ) per claim and « One Million » ($ «1,000,000 » ) in the aggregate. § A.3.3 Contractor’s Other Insurance Coverage § A.3.3.1 Insurance selected and described in this Section A.3.3 shall be purchased from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Contractor shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, unless a different duration is stated below: (If the Contractor is required to maintain any of the types of insurance selected below for a duration other than the expiration of the period for correction of Work, state the duration.) « » § A.3.3.2 The Contractor shall purchase and maintain the following types and limits of insurance in accordance with Section A.3.3.1. (Select the types of insurance the Contractor is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance. Where policy limits are provided, include the policy limit in the appropriate fill point.) [ « » ] § A.3.3.2.1 If there is only one Contractor performing the Work on the Project, property insurance of the same type and scope satisfying the requirements identified in Section A.2.3, which, if selected in this section A.3.3.2.1, relieves the Owner of the responsibility to purchase and maintain such insurance except insurance required by Section A.2.3.1.3 and Section A.2.3.3. The Contractor shall comply with all obligations of the Owner under Section A.2.3 except to the extent provided below. The Contractor shall disclose to the Owner the amount of any deductible, and the Owner shall be responsible for losses within the deductible. Upon request, the Contractor shall provide the Owner with a copy of the property insurance policy or policies required. The Owner shall adjust and settle the loss with the insurer and be the trustee of the proceeds of the property insurance in accordance with Article 11 of the General Conditions unless otherwise set forth below: (Where the Contractor’s obligation to provide property insurance differs from the Owner’s obligations as described under Section A.2.3, indicate such differences in the space below. Additionally, if a party other than the Owner will be responsible for adjusting and settling a loss with the insurer and acting as the trustee of the proceeds of property insurance in accordance with Article 11 of the General Conditions, indicate the responsible party below.) « » [ « » ] § A.3.3.2.2 Railroad Protective Liability Insurance, with policy limits of not less than « » ($ « » ) per claim and « » ($ « » ) in the aggregate, for Work within fifty (50) feet of railroad property. [ « » ] § A.3.3.2.3 Asbestos Abatement Liability Insurance, with policy limits of not less than « » ($ « » ) per claim and « » ($ « » ) in the aggregate, for liability arising from the encapsulation, removal, handling, storage, transportation, and disposal of asbestos-containing materials. Page 419 of 499 AIA Document A132™ – 2019 Exhibit A. Copyright © 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 10:08:12 ET on 04/15/2022 under Order No.2114293155 which expires on 02/26/2023, 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 copyright@aia.org. User Notes: (1933652785) 7 [ « » ] § A.3.3.2.4 Insurance for physical damage to property while it is in storage and in transit to the construction site on an “all-risks” completed value form. [ « » ] § A.3.3.2.5 Property insurance on an “all-risks” completed value form, covering property owned by the Contractor and used on the Project, including scaffolding and other equipment. [ « » ] § A.3.3.2.6 Other Insurance (List below any other insurance coverage to be provided by the Contractor and any applicable limits.) Coverage Limits § A.3.4 Performance Bond and Payment Bond The Contractor 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 « 100% of Total Contract Amount» Performance Bond « 100% of Total Contract Amount» Payment and Performance Bonds shall be AIA Document A312™, Payment Bond and Performance Bond, or contain provisions identical to AIA Document A312™, current as of the date of this Agreement. ARTICLE A.4 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Insurance and Bonds Exhibit, if any, are as follows: 1. « « « Contractor’s policies shall be primary insurance to any other valid and collectible insurance available to the City with respect to any claim arising out of Contractor’s performance under this contract. 2. Contractor’s policies and Certificate of Insurance shall contain a provision that coverage afforded under the policies shall not be cancelled without at least thirty (30) days’ advanced written notice to the City, or ten (10) days’ written notice for non-payment of premium. 3. Contractor is responsible for payment of Contract related insurance premiums and deductibles. 4. If Contractor is self-insured, a Certificate of Self-Insurance must be attached. 5. Contractor’s policies shall include legal defense fees in addition to its liability policy limits, with the exception of the professional liability insurance. 6. Contractor 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. 7. An Umbrella or Excess Liability insurance policy may be used to supplement the Contractor’s policy limits on a follow-form basis to satisfy the full policy limits required by the Contract. 8. The City reserves the right to immediately terminate the contract if the Contractor is not in compliance with the insurance requirements and retains all rights to pursue any legal remedies against the contractor. 9. All insurance policies must be open to inspection by the City, and copies of policies must be submitted to the City’s authorized representative upon written request. 10. The Contractor is required to submit a Certificates of Insurance acceptable to the City as evidence of the required insurance coverage requirements. 11. The City reserves the right to modify the insurance requirements for a particular project. » Page 420 of 499 AIA® Document A232™ – 2019 General Conditions of the Contract for Construction, Construction Manager as Adviser Edition AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA 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. ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. for the following PROJECT: (Name, and location or address) Veterans Park Improvements - Aquatics 6335 Portland Ave, Richfield, MN 55423 This includes improvements to the pool, supporting areas 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) JLG Architects 710 S 2nd St 8th Floor Minneapolis, MN 55401 Phone: (612) 746-4260» Page 421 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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 Page 422 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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. Page 423 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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. Page 424 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 5 § 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 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. § 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. Page 425 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 6 § 2.3 Information and Services Required of the Owner § 2.3.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. 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. Page 426 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 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 Page 427 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 8 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. § 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 Page 428 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 9 considered defective. The Contractor’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the 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 Page 429 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 10 authorization required to resume the operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. § 3.8 Allowances § 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. § 3.8.2 Unless otherwise provided in the Contract Documents: .1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 Contractor’s costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; and .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor’s costs under Section 3.8.2.2. § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. § 3.9 Superintendent § 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. The Superintendent must provide his or her email address and cell phone number to Owner, 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. Page 430 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 11 § 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. § 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, Page 431 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 12 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 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. Page 432 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 13 § 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. § 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 Page 433 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 14 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. 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 Page 434 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 15 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. § 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 Page 435 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 16 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 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. Page 436 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 17 § 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. § 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, Page 437 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 18 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. § 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. Page 438 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 19 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. § 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: Page 439 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 20 .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: .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. Page 440 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 21 § 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. § 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. Page 441 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 22 § 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. 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). Page 442 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 23 § 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. § 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 Page 443 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 24 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, 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; Page 444 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 25 .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. § 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 Page 445 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 26 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. § 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 Page 446 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 27 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. § 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. Page 447 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 28 § 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; .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; Page 448 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 29 .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 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 Page 449 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 30 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. § 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 Page 450 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 31 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 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 Page 451 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 32 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 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 Page 452 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 33 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. § 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. Page 453 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 34 § 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 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: Page 454 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 35 .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 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. Page 455 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 36 § 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 .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 Page 456 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 37 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. § 15.1.6 Claims for Additional Time § 15.1.6.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, notice as provided in Section 15.1.3 shall be given. The Contractor’s Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay only one Claim is necessary. § 15.1.6.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled construction. § 15.2 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 Page 457 of 499 AIA Document A232™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 19:41:53 ET on 11/08/2021 under Order No.9165386274 which expires on 02/26/2022, 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 copyright@aia.org. User Notes: (2051627314) 38 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. § 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. 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. Page 458 of 499 Exhibit B Page 459 of 499 Page 460 of 499 Page 461 of 499 Exhibit C Page 462 of 499 Page 463 of 499 Page 464 of 499 Page 465 of 499 SectioĲ ͏͏ ͓͑ ͏͏ SCOPES OF WORr Richfield Pool IıpŘoveıeĲts – RFQ#͐ AddeĲduı #͑ ͏͏ ͓͑ ͏͏ - ͐ SCOPES OF WORr PART ͐ – GENERAL ͐.͏͐ - IĲstŘuctioĲs ͐. SubcoĲtŘactoŘs should Řeview all scopes oċ woŘk aĲd Ĳotiċƅ the CoĲstŘuctioĲ MaĲaČeŘ oċ aĲƅ ıissiĲČ, oveŘlappiĲČ oŘ uĲcleaŘ eƄpectatioĲs. ͑. Scope ċoŘıs will be iĲcluded as aĲ eƄhibit to subcoĲtŘacts aĲd shall Ĳot be ıodified. ͒. Coıplete the bid ċoŘı as diŘected aĲd attach ’͏.͏ - GeĲeŘal ReŗuiŘeıeĲts ċoŘ All Scope oċ WoŘk’ aĲd attached the scopeϼsϽ oċ woŘk that aŘe iĲcluded iĲ ƅouŘ pŘoposal. ͐.͏͑ – Related SectioĲs A. ͏͏ ͓͐ ͏͏ - Bid FoŘı PART ͑ – WORr SCOPES ͏.͏ - GeĲeŘal ReŗuiŘeıeĲts foŘ All Scope of WoŘk ͐. TŘade CoĲtŘactoŘ has Řeviewed DivisioĲs ͏͏ aĲd ͏͐ aĲd iĲcludes all ĲecessaŘƅ costs to coıplƅ with the ŘeŗuiŘeıeĲts oċ these sectioĲs. ͑. TŘade CoĲtŘactoŘ has Řeviewed all plaĲs aĲd specificatioĲs. ͒. TŘade CoĲtŘactoŘ to assuıe staĲdaŘd daƅtiıe woŘkiĲČ houŘs uĲless Ĳoted otheŘwise. ͓. TŘade CoĲtŘactoŘ shall field veŘiċƅ eƄistiĲČ coĲditioĲs ċoŘ deficieĲcies, uĲsatisċactoŘƅ coĲditioĲs, uĲacceptable diıeĲsioĲal toleŘaĲces, aĲd Ĳotiċƅ the CoĲtŘactoŘ oċ such pŘioŘ to iĲstalliĲČ woŘk. RepaiŘs oŘ coŘŘectioĲs ŘeŗuiŘed due to uĲsatisċactoŘƅ substŘate, aċteŘ acceptaĲce shall be peŘċoŘıed at the sole eƄpeĲse oċ this TŘade CoĲtŘactoŘ. ͔. TŘade CoĲtŘactoŘ to cooŘdiĲate with otheŘ TŘade CoĲtŘactoŘs ċoŘ all coĲstŘuctioĲ puŘposes. ͕. TŘade CoĲtŘactoŘ has cŘoss ŘeċeŘeĲced all GeĲeŘal, Civil, AŘchitectuŘal, StŘuctuŘal, MechaĲical, ElectŘical, aĲd DeıolitioĲ DŘawiĲČs, aĲd iĲclude all ŘeŗuiŘed costs ċoŘ a coıplete scope peŘ the bid packaČes aĲd specificatioĲ sectioĲs beiĲČ pŘoposed upoĲ. Iċ a discŘepaĲcƅ eƄists oĲ the plaĲs, eitheŘ Ĳotiċƅ LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ iĲ wŘitiĲČ pŘioŘ to the bid date so that the issue caĲ be Řesolved via aĲ addeĲduı, oŘ iĲclude the ıoŘe eƄpeĲsive optioĲ iĲ the base bid. ͖. LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ will pŘovide each TŘade CoĲtŘactoŘ with electŘoĲic files oċ the plaĲs aĲd specificatioĲs. It will be this TŘade CoĲtŘactoŘ’s ŘespoĲsibilitƅ to pŘiĲt haŘd copies oċ the plaĲs aĲd aĲƅ subseŗueĲt chaĲČe docuıeĲts as Ĳeeded iċ awaŘded the pŘoject. ͗. At a ıiĲiıuı, TŘade CoĲtŘactoŘ will coıplƅ with OSHA ŘeČulatioĲs aĲd LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ’s Saċetƅ xŘoČŘaı duŘiĲČ the couŘse oċ the pŘoject ϼiĲcludiĲČ leadiĲČ edČe ŘetŘactable ċoŘ all leadiĲČ-edČe woŘkϽ Page 466 of 499 SectioĲ ͏͏ ͓͑ ͏͏ SCOPES OF WORr Richfield Pool IıpŘoveıeĲts – RFQ#͐ AddeĲduı #͑ ͏͏ ͓͑ ͏͏ - ͑ SCOPES OF WORr ͘. TŘade CoĲtŘactoŘ ıust cooŘdiĲate all woŘk aĲd deliveŘies with LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ’s oĲsite SupeŘiĲteĲdeĲt. ͐͏. TŘade CoĲtŘactoŘ shall stoŘe ıateŘials iĲ a saċe ıaĲĲeŘ which will be secuŘe, dŘƅ, aĲd peŘıit easƅ access ċoŘ iĲspectioĲ aĲd ideĲtificatioĲ. LocatioĲ shall be cooŘdiĲated with the CoĲtŘactoŘ pŘioŘ to deliveŘƅ. ͐͐. TŘade CoĲtŘactoŘ aČŘees that stoŘaČe space oĲsite is liıited aĲd Ĳot ČuaŘaĲteed, aĲd iċ such stoŘaČe is allowed, all iteıs shall be Řelocated as ĲecessaŘƅ ċoŘ the pŘoČŘess oċ the WoŘk as deteŘıiĲed bƅ the CoĲtŘactoŘ. Such ŘelocatioĲ shall be doĲe bƅ this TŘade CoĲtŘactoŘ at Ĳo additioĲal cost. ͐͑. TŘade CoĲtŘactoŘ is ŘespoĲsible ċoŘ all oƯloadiĲČ shall have oĲ-site ŘepŘeseĲtatioĲ ċoŘ Řeceipt oċ all deliveŘies to iĲclude oƯloadiĲČ. AĲƅ oƯloadiĲČ peŘċoŘıed bƅ the CoĲtŘactoŘ shall be paid ċoŘ bƅ TŘade CoĲtŘactoŘ. ͐͒. TŘade CoĲtŘactoŘ shall iĲclude all ċees, peŘıits, iĲspectioĲs, hoistiĲČ, liċtiĲČ, scaƯoldiĲČ, aĲd eŗuipıeĲt ŘeŗuiŘed to coıplete this Scope oċ WoŘk. ͓͐. LoeƯleŘ ıakes Ĳo ČuaŘaĲtee that teıpoŘaŘƅ poweŘ will be opeŘatioĲal at the staŘt aĲd duŘatioĲ oċ the TŘade CoĲtŘactoŘs scope oċ woŘk. TŘade CoĲtŘactoŘs shall pŘovide a ıeaĲs oċ poweŘ to peŘċoŘı theiŘ woŘk, iċ teıpoŘaŘƅ poweŘ is Ĳot available. ͔͐. TŘade CoĲtŘactoŘ shall take all ĲecessaŘƅ ıeasuŘes to pŘotect eƄistiĲČ coĲstŘuctioĲ aĲd eŗuipıeĲt ċŘoı daıaČe aĲd shall ŘepaiŘ daıaČe caused bƅ theiŘ eıploƅees aĲd eŗuipıeĲt. ͕͐. TŘade CoĲtŘactoŘ shall be ŘespoĲsible ċoŘ the cost oċ Ře-woŘk aĲd Ře-iĲspectioĲ ċees because oċ testiĲČ oŘ iĲspectioĲ ċailuŘe. ͖͐. All Close-Out docuıeĲts ıust be subıitted to LoeƯleŘ CoĲstŘuctioĲ & CoĲsultiĲČ withiĲ ͐͏ daƅs oċ the pŘoject SubstaĲtial CoıpletioĲ date. FiĲal paƅıeĲt aĲd ŘetaiĲaČe will be held uĲtil all Close-Out docuıeĲts have beeĲ Řeceived. All Close-Out docuıeĲts shall be issued iĲ both haŘd copƅ aĲd electŘoĲic ċoŘıat ϼxDFϽ. ͐͗. Each TŘade CoĲtŘactoŘ will pŘovide dailƅ cleaĲiĲČ oċ theiŘ woŘk aŘeas. DebŘis shall be placed iĲ duıpsteŘs pŘovided bƅ LoeƯleŘ. This shall be cooŘdiĲated with the xŘoject SupeŘiĲteĲdeĲt. Iċ ƅouŘ coıpaĲƅ ċails to ıeet this ŘeŗuiŘeıeĲt, LoeƯleŘ will back chaŘČe accoŘdiĲČlƅ. ͐͘. TŘade CoĲtŘactoŘ xŘoject MaĲaČeŘ aĲd theiŘ FoŘeıaĲ shall paŘticipate iĲ a ıaĲdatoŘƅ pŘe- iĲstallatioĲ ıeetiĲČ pŘioŘ to beČiĲĲiĲČ aĲƅ woŘk. ͑͏. TŘade CoĲtŘactoŘ uĲdeŘstaĲd that LoeƯleŘ ċollows COVD-͐͘ ČuidaĲce as pŘepaŘed bƅ the CDC, OSHA aĲd otheŘ public oƯicials. ͑͐. IĲclude ıultiple ıobilizatioĲs as ĲecessaŘƅ to coıplete ƅouŘ Řespective scopeϼsϽ oċ woŘk. ͑͑. TŘade CoĲtŘactoŘs peŘċoŘıiĲČ aĲƅ stŘuctuŘal peĲetŘatioĲs shall iĲclude GxR scaĲĲiĲČ pŘioŘ to staŘtiĲČ. Page 467 of 499 SectioĲ ͏͏ ͓͑ ͏͏ SCOPES OF WORr Richfield Pool IıpŘoveıeĲts – RFQ#͐ AddeĲduı #͑ ͏͏ ͓͑ ͏͏ - ͐6 SCOPES OF WORr ͐͒.͓ – New APU ϼAlteŘĲate ͐BϽ SpecificatioĲs IĲcluded: ͐͒ ͐͐ ͐͒ ͐͒ ͐͐ ͖͐ ͐͒ ͐͐ ͐͘ Scope oċ WoŘk: ͐. IĲclude alteŘĲate pŘice ċoŘ ŘeıoviĲČ aĲd ŘeplaciĲČ the eƄistiĲČ AxU ċoŘ a Ĳew AxU peŘ 9eƅĲote E oĲ AQ͐͒͏. ͑. IĲclude ıultiple ıobilizatioĲs as ŘeŗuiŘed to coıplete this scope oċ woŘk. ͒. IĲclude Řeıoval aĲd disposal oċ all iteıs Řeplaced bƅ this scope. ͓. IĲclude the pŘotectioĲ oċ all eƄistiĲČ pŘopeŘtƅ. TŘade CoĲtŘactoŘ will be ŘespoĲsible ċoŘ fiƄiĲČ aĲd ŘestoŘiĲČ aĲƅ aƯected aŘeas back to like Ĳew coĲditioĲs. ͔. TŘade CoĲtŘactoŘ is ŘespoĲsible to ıaiĲtaiĲ ıeaĲs oċ iĲČŘess aĲd eČŘess while woŘkiĲČ oĲsite. ͕. Applƅ, paƅ ċoŘ, aĲd pŘocuŘe all ŘeŗuiŘed peŘıits ċoŘ this scope oċ woŘk. ͖. IĲclude uĲloadiĲČ, haĲdliĲČ aĲd pŘotectioĲ oċ all ƅouŘ owĲ ıateŘial aĲd eŗuipıeĲt. ͗. IĲclude all tools, ıateŘial, hoistiĲČ aĲd eŗuipıeĲt as ŘeŗuiŘed to coıplete this scope oċ woŘk. ͘. TŘade CoĲtŘactoŘ ackĲowledČes that stoŘaČe oĲsite is liıited aĲd aČŘees that ıateŘials will be stoŘed oƯsite uĲtil theƅ aŘe Řeadƅ to be iĲstalled as deteŘıiĲed bƅ the oĲsite SupeŘiĲteĲdeĲt. UĲit PŘices: #: DescŘiptioĲ: Total AıouĲt: CiŘcle Add / Deduct: $ ADD / DEDUCT $ ADD / DEDUCT Page 468 of 499 ID Task Name Duration Start Finish % Complete 0 RiĐhfield VeteƌaŶs Paƌk IŵpƌoveŵeŶts - AƋuatiĐs Aƌea Ϯϲϰ daǇsMoŶ ϱ/ϭϮ/ϮϱSat ϱ/Ϯϯ/Ϯϲ ϵ% 51 Pool PƌeĐoŶstƌuĐtioŶ ϭϳϭ daǇsMoŶ ϱ/ϭϮ/ϮϱTue ϭ/ϭϯ/Ϯϲ Ϯϭ% 52 DesigŶ SeƌviĐes ϴϭ daǇs MoŶ ϱ/ϭϮ/ϮϱThu ϵ/ϰ/Ϯϱ ϲϱ% 55 EstiŵatiŶg ϭϱ daǇs Tue ϲ/ϭϬ/Ϯϱ MoŶ ϲ/ϯϬ/Ϯϱ ϭϬ... 57 Tƌade CoŶtƌaĐtoƌ BiddiŶg ϯϬ daǇs Fƌi ϵ/ϱ/Ϯϱ Thu ϭϬ/ϭϲ/Ϯϱ Ϭ% 58 BiddiŶg Period ϯ ǁks Fri ϵ/ϱ/Ϯϱ Thu ϵ/Ϯϱ/Ϯϱ Ϭ% 59 CoŶtraĐtiŶg ϯ ǁks Fri ϵ/Ϯϲ/Ϯϱ Thu ϭϬ/ϭϲ/Ϯϱ Ϭ% 60 PƌoĐuƌeŵeŶt ϲϬ daǇs Fƌi ϭϬ/ϭϳ/Ϯϱ Tue ϭ/ϭϯ/Ϯϲ Ϭ% 61 Pool LiŶer ;PlasterͿ ϰ ǁks Fri ϭϬ/ϭϳ/Ϯϱ Thu ϭϭ/ϭϯ/Ϯϱ Ϭ% 62 Site LightiŶg ϲ ǁks Fri ϭϬ/ϭϳ/Ϯϱ Fri ϭϭ/Ϯϴ/Ϯϱ Ϭ% 63 MaiŶ Pool PlaǇ Features ϭϮ ǁks Fri ϭϬ/ϭϳ/Ϯϱ Tue ϭ/ϭϯ/Ϯϲ Ϭ% 64 )ero Depth Pool PlaǇ Features ϭϮ ǁks Fri ϭϬ/ϭϳ/Ϯϱ Tue ϭ/ϭϯ/Ϯϲ Ϭ% 1 CoŶstƌuĐtioŶ - Pool ;SĐhedule to ďe CoŶfiƌŵedͿ ϭϳϳ daǇsSuŶ ϵ/ϳ/Ϯϱ Fƌi ϱ/ϭϱ/Ϯϲ Ϭ% 25 Pool ClosiŶg Ϭ daǇs SuŶ ϵ/ϳ/Ϯϱ SuŶ ϵ/ϳ/Ϯϱ Ϭ% 2 MoďilizatioŶ ϯ daǇs Fri ϭϬ/ϭϳ/Ϯϱ Tue ϭϬ/Ϯϭ/Ϯϱ Ϭ% 27 Eǆteƌioƌ Site Woƌk ϭϯϴ daǇsWed ϭϬ/ϮϮ/ϮϱWed ϱ/ϲ/Ϯϲ Ϭ% 28 Culǀert Repair ϭ ǁk Wed ϭϬ/ϮϮ/ϮϱTue ϭϬ/Ϯϴ/Ϯϱ Ϭ% 29 GradiŶg / RetaiŶiŶg Wall ϯ ǁks Wed ϭϬ/ϮϮ/ϮϱTue ϭϭ/ϭϭ/Ϯϱ Ϭ% 33 Reŵoǀe aŶd ReplaĐe Pool FeŶĐiŶg ϯ ǁks Wed ϭϬ/ϮϮ/ϮϱTue ϭϭ/ϭϭ/Ϯϱ Ϭ% 31 IrrigatioŶ Ϯ ǁks Wed ϭϭ/ϭϮ/ϮϱTue ϭϭ/Ϯϱ/Ϯϱ Ϭ% 30 Sod ϴ daǇs MoŶ ϰ/Ϯϳ/ϮϲWed ϱ/ϲ/Ϯϲ Ϭ% 32 ReplaĐe Site LightiŶg ǁ/ LED Fiǆtures ϭ ǁk MoŶ ϰ/Ϯϳ/ϮϲFri ϱ/ϭ/Ϯϲ Ϭ% 34 AƋuatiĐs ϭϰϱ daǇsWed ϭϬ/ϮϮ/ϮϱFƌi ϱ/ϭϱ/Ϯϲ Ϭ% 35 Reŵoǀe EǆistiŶg PlaǇ Features / Drop Slide Ϯ ǁks Wed ϭϬ/ϮϮ/ϮϱTue ϭϭ/ϰ/Ϯϱ Ϭ% 36 Reŵoǀe EǆistiŶg Pool FiŶishes ϮϬ daǇs Wed ϭϬ/ϮϮ/ϮϱTue ϭϭ/ϭϴ/Ϯϱ Ϭ% 46 MaiŶ Pool - ReplaĐe MaiŶ DraiŶs ϭ ǁk Wed ϭϬ/ϮϮ/ϮϱTue ϭϬ/Ϯϴ/Ϯϱ Ϭ% 44 ReplaĐe LaŶe LiŶe AŶĐhors ϭ ǁk MoŶ ϭϬ/Ϯϳ/ϮϱFri ϭϬ/ϯϭ/Ϯϱ Ϭ% 45 )ero-Depth Pool - ReplaĐe MaiŶ DraiŶs ϭ ǁk Wed ϭϬ/Ϯϵ/ϮϱTue ϭϭ/ϰ/Ϯϱ Ϭ% 37 RestoratioŶ of Pool Slides ϭϲ ǁks MoŶ ϭ/ϱ/Ϯϲ MoŶ ϰ/Ϯϳ/Ϯϲ Ϭ% 38 Re-Plaster )ero-Depth Pool ϭ ǁk MoŶ ϰ/ϮϬ/ϮϲFri ϰ/Ϯϰ/Ϯϲ Ϭ% 49 ReplaĐeŵeŶt of filter saŶd Ϯ ǁks MoŶ ϰ/ϮϬ/ϮϲFri ϱ/ϭ/Ϯϲ Ϭ% 9/5 Bidding Period 9/26 Contracting 10/17 Pool Liner (Plaster) 10/17 Site Lighting 10/17 Main Pool Play Features 10/17 Zero Depth Pool Play Features 9/7 Pool Closing 10/17 Mobilization 10/22 Culvert Repair 10/22 Grading / Retaining Wall 10/22 Remove and Replace Pool Fencing 11/12 Irrigation 4/27 Sod 4/27 Replace Site Lighting w/ LED Fixtures 10/22 Remove Existing Play Features / Drop Slide 10/22 Remove Existing Pool Finishes 10/22 Main Pool - Replace Main Drains 10/27 Replace Lane Line Anchors 10/29 Zero-Depth Pool - Replace Main Drains 1/5 Restoration of Pool Slides 4/20 Re-Plaster Zero-Depth Pool 4/20 Replacement of filter sand Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep OctQtr 2, 2025 Qtr 3, 2025 Qtr 4, 2025 Qtr 1, 2026 Qtr 2, 2026 Qtr 3, 2026 Qtr 4, 2026 Richfield - Veteran' Park ImprovmentsPreliminary ScheduleTue 8/26/25 Page 1 Page 469 of 499 ID Task Name Duration Start Finish % Complete 39 Re-Plaster MaiŶ Pool Ϯ ǁks MoŶ ϰ/Ϯϳ/ϮϲFri ϱ/ϴ/Ϯϲ Ϭ% 42 )ero-Depth Pool Gutter / JoiŶt / IŶlet Repairs ϭ ǁk MoŶ ϰ/Ϯϳ/ϮϲFri ϱ/ϭ/Ϯϲ Ϭ% 43 )ero Depth - IŶstall Pool PlaǇ Features ϭ ǁk MoŶ ϰ/Ϯϳ/ϮϲFri ϱ/ϭ/Ϯϲ Ϭ% 40 MaiŶ Pool PlaǇ Features ϭ ǁk MoŶ ϱ/ϰ/Ϯϲ Fri ϱ/ϴ/Ϯϲ Ϭ% 47 Restore Waterslide Toǁer ;Re-paiŶtͿ Ϯ ǁks MoŶ ϱ/ϰ/Ϯϲ Fri ϱ/ϭϱ/Ϯϲ Ϭ% 41 ReĐaulk Pool CopiŶg JoiŶts ϭ ǁk MoŶ ϱ/ϭϭ/ϮϲFri ϱ/ϭϱ/Ϯϲ Ϭ% 48 Waterproof Gutters ϭ ǁk MoŶ ϱ/ϭϭ/ϮϲFri ϱ/ϭϱ/Ϯϲ Ϭ% 3 Bath House IŵpƌoveŵeŶts ϴϬ daǇs MoŶ ϭ/ϱ/Ϯϲ Fƌi ϰ/Ϯϰ/Ϯϲ Ϭ% 4 DeŵolitioŶ / Reŵoǀals Ϯ ǁks MoŶ ϭ/ϱ/Ϯϲ Fri ϭ/ϭϲ/Ϯϲ Ϭ% 5 TeŵpoƌaƌǇ HeatiŶg ϲϲ daǇs MoŶ ϭ/ϱ/Ϯϲ MoŶ ϰ/ϲ/Ϯϲ Ϭ% 17 MEP DisĐoŶŶeĐts / Make Safe ϭ ǁk MoŶ ϭ/ϱ/Ϯϲ Fri ϭ/ϵ/Ϯϲ Ϭ% 18 MeĐhaŶiĐal RoughiŶs ϯ ǁks MoŶ ϭ/ϭϵ/ϮϲFri Ϯ/ϲ/Ϯϲ Ϭ% 24 MasoŶrǇ Walls / PatĐhiŶg Ϯ ǁks MoŶ ϭ/ϭϵ/ϮϲFri ϭ/ϯϬ/Ϯϲ Ϭ% 15 IŶterior PaiŶtiŶg ϭ ǁk MoŶ Ϯ/Ϯ/Ϯϲ Fri Ϯ/ϲ/Ϯϲ Ϭ% 20 EleĐtriĐal RoughiŶ Ϯ ǁks MoŶ Ϯ/Ϯ/Ϯϲ Fri Ϯ/ϭϯ/Ϯϲ Ϭ% 8 IŶterior Slaď PatĐhiŶg ϭ ǁk MoŶ Ϯ/ϵ/Ϯϲ Fri Ϯ/ϭϯ/Ϯϲ Ϭ% 10 Oǀerhead CoiliŶg Door Shroud ϭ daǇ MoŶ Ϯ/ϵ/Ϯϲ MoŶ Ϯ/ϵ/Ϯϲ Ϭ% 11 QuarrǇ Tile FlooriŶg ǁ/QuarrǇ Tile Base ϴ daǇs MoŶ Ϯ/ϵ/Ϯϲ Wed Ϯ/ϭϴ/Ϯϲ Ϭ% 21 MeĐhaŶiĐal - DuĐt CleaŶiŶg Ϯ daǇs MoŶ Ϯ/ϵ/Ϯϲ Tue Ϯ/ϭϬ/Ϯϲ Ϭ% 12 ϮǆϮ ViŶǇl Coated ACT Grid ;CoŶĐessioŶͿ Ϯ daǇs MoŶ Ϯ/ϭϲ/ϮϲTue Ϯ/ϭϳ/Ϯϲ Ϭ% 19 MeĐhaŶiĐal Triŵ & FiŶish Ϯ ǁks Wed Ϯ/ϭϴ/ϮϲTue ϯ/ϯ/Ϯϲ Ϭ% 22 EleĐtriĐal - Neǁ LightiŶg Ϯ ǁks Wed Ϯ/ϭϴ/ϮϲTue ϯ/ϯ/Ϯϲ Ϭ% 9 ReiŶstall / IŶstall Neǁ SpeĐialties ϭ ǁk Thu Ϯ/ϭϵ/Ϯϲ Wed Ϯ/Ϯϱ/Ϯϲ Ϭ% 13 ϮǆϮ ViŶǇl Coated ACT ;CoŶĐessioŶͿ ϯ daǇs Wed ϯ/ϰ/Ϯϲ Fri ϯ/ϲ/Ϯϲ Ϭ% 14 EpoǆǇ Floor Ϯ ǁks Wed ϯ/ϰ/Ϯϲ Tue ϯ/ϭϳ/Ϯϲ Ϭ% 23 EleĐtriĐal Triŵ & FiŶish Ϯ ǁks Wed ϯ/ϭϴ/ϮϲTue ϯ/ϯϭ/Ϯϲ Ϭ% 16 Eǆterior PaiŶtiŶg ϭ ǁk MoŶ ϰ/ϮϬ/ϮϲFri ϰ/Ϯϰ/Ϯϲ Ϭ% 26 SuďstaŶtial CoŵpletioŶ Ϭ daǇs Fƌi ϱ/ϭϱ/Ϯϲ Fƌi ϱ/ϭϱ/Ϯϲ Ϭ% 65 CitǇ Pool Fill & CoŵŵissioŶiŶg ϳ daǇs MoŶ ϱ/ϭϭ/ϮϲTue ϱ/ϭϵ/Ϯϲ Ϭ% 50 Pool GƌaŶd OpeŶiŶg Ϭ daǇs Sat ϱ/Ϯϯ/Ϯϲ Sat ϱ/Ϯϯ/Ϯϲ Ϭ% 4/27 Re-Plaster Main Pool 4/27 Zero-Depth Pool Gutter / Joint / Inlet Repairs 4/27 Zero Depth - Install Pool Play Features 5/4 Main Pool Play Features 5/4 Restore Waterslide Tower (Re-paint) 5/11 Recaulk Pool Coping Joints 5/11 Waterproof Gutters 1/5 Demolition / Removals 1/5 MEP Disconnects / Make Safe 1/19 Mechanical Roughins 1/19 Masonry Walls / Patching 2/2 Interior Painting 2/2 Electrical Roughin 2/9 Interior Slab Patching 2/9 Overhead Coiling Door Shroud 2/9 Quarry Tile Flooring w/Quarry Tile Base 2/9 Mechanical - Duct Cleaning 2/16 2x2 Vinyl Coated ACT Grid (Concession) 2/18 Mechanical Trim & Finish 2/18 Electrical - New Lighting 2/19 Reinstall / Install New Specialties 3/4 2x2 Vinyl Coated ACT (Concession) 3/4 Epoxy Floor 3/18 Electrical Trim & Finish 4/20 Exterior Painting 5/15 Substantial Completion 5/11 City Pool Fill & Commissioning 5/23 Pool Grand Opening Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep OctQtr 2, 2025 Qtr 3, 2025 Qtr 4, 2025 Qtr 1, 2026 Qtr 2, 2026 Qtr 3, 2026 Qtr 4, 2026 Richfield - Veteran' Park ImprovmentsPreliminary ScheduleTue 8/26/25 Page 2 Page 470 of 499 Contractor parking, staging and dumpster location Material & Equipment access/egress options. Protect existing surfaces as necessary New Splash Pad 8' wide access path. Prep and repair turf upon completion in addition to other turf repairs per plans. Maintain security fencing as needed with existing, new, or temporary fence through project duration. Site shall be secure at all times. Assume a minimum of 250 LF of temporary fencing panels and bases are needed throughout duration of the project. Site Logistics - Richfield Pool Renovation Protect existing sprinkler lines and heads. Repair if necessary. Page 471 of 499 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 17:40:18 on 10/21/2025 under Order No.20250106427 which expires on 02/22/2026, 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: (3B9ADA0F) 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 25112-03 made as of the 14 day of October 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 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 This work order is for the Construction phase of the Aquatic Center improvements. Tasks for the construction phase are outlined in Section 3.3 of the executed C132 Master Agreement. The scope of work being considered for the project is; pool liner re- finish, pool fencing updates, slide restoration, improvements to the life style pool, bath house interior upgrades, concessions room improvements, miscellaneous pool deck & site scopes. The Architect for the Project: (Name, legal status, address, and other information) JLG Architects 710 South 2nd Street Minneapolis, MN 55401 612-746-4260 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 15th day of May in the year 2025 form the Contract. (In words, indicate day, month, and year.) (Paragraph Deleted) The Owner and Construction Manager agree as follows. Page 472 of 499 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 17:40:18 on 10/21/2025 under Order No.20250106427 which expires on 02/22/2026, 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: (3B9ADA0F) 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: N/A .2 Geotechnical Engineer: N/A .3 Civil Engineer: Loucks 12755 Highway 55, Suite R100 .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.) See Attachment 1 - Staffing Matrix § 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.) N/A .2 Other consultants: Page 473 of 499 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 17:40:18 on 10/21/2025 under Order No.20250106427 which expires on 02/22/2026, 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: (3B9ADA0F) 3 N/A § 1.1.14 The Construction Manager’s consultants retained under Additional Services: N/A § 1.1.15 Other Initial Information on which the Agreement is based: N/A § 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 Owner § 4.1.1.2 Tenant-related services N/A § 4.1.1.3 Commissioning N/A § 4.1.1.4 Development of a commissioning plan N/A § 4.1.1.5 Sustainable Project Services pursuant to Section 4.1.3 N/A § 4.1.1.6 Furniture, furnishings and equipment delivery, and installation coordination Owner § 4.1.1.7 Furniture, furnishings and equipment procurement assistance Owner § 4.1.1.8 Assistance with site selection N/A § 4.1.1.9 Assistance with selection of the Architect Owner § 4.1.1.10 Furnish land survey Owner § 4.1.1.11 Furnish geotechnical engineering services Owner § 4.1.1.12 Provide insurance advice Construction Manager § 4.1.1.13 Provide supplemental Project risk analysis and mitigation strategies Construction Manager § 4.1.1.14 Stakeholder relationships management Owner § 4.1.1.15 Owner moving coordination Owner § 4.1.1.16 Coordination of Owner’s Separate Contractors Construction Manager § 4.1.1.17 Other Supplemental Services N/A Insert a description of each Supplemental Service designated above, if not further described in an exhibit attached to this document. N/A 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.) [ X ] 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.) Page 474 of 499 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 17:40:18 on 10/21/2025 under Order No.20250106427 which expires on 02/22/2026, 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: (3B9ADA0F) 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. [ X ] By the following date: May 22, 2026 § 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 N/A (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.) [ X ] 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 Three Hundred Forty Two Thousand Eight Hundred Eighty Nine Dollars and 00/100 ($ 342,889 ), 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.) N/A § 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) N/A § 3.2.4 Allowances, if any, included in the Stipulated Sum: (Identify each allowance.) Page 475 of 499 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 17:40:18 on 10/21/2025 under Order No.20250106427 which expires on 02/22/2026, 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: (3B9ADA0F) 5 Item Price N/A (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.) N/A (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.) Per Master Agreement § 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.) N/A § 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 N/A § 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 ($ $1,000,000.00 ) per claim and Two Million Dollars ($ $2,000,000.00 ) in the aggregate. Page 476 of 499 Init. / AIA Document A221 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 17:40:18 on 10/21/2025 under Order No.20250106427 which expires on 02/22/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (3B9ADA0F) 6 § 5.4 Pursuant to the Master Agreement, the Construction Manager shall procure Pollution Liability insurance, with policy limits of not less than N/A ($ ) per claim and N/A ($ ) 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.) Karl Huemiller - Recreation Services Director 7000 Nicollet Avenue Richfield MN 55423 Tel: (612) 861-9387 khuemiller@richfieldmn.gov 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: Document Title Date Pages N/A § 7.1.4 The Specifications: (Either list the Specifications here or refer to an exhibit attached to this Work Order.) See Attachment 2 - Specifications Page 477 of 499 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 17:40:18 on 10/21/2025 under Order No.20250106427 which expires on 02/22/2026, 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: (3B9ADA0F) 7 Section Title Date Pages N/A § 7.1.5 The Drawings: (Either list the Drawings here or refer to an exhibit attached to this Work Order.) See Attachment 3 - Drawings Number Title Date N/A § 7.1.6 The Addenda, if any: Number Date Pages Addendum 1 Addendum 2 Addendum 3 9/15/2025 9/19/2025 9/26/2025 16 33 71 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.) N/A 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 Page 478 of 499 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 17:40:18 on 10/21/2025. 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 17:40:18 on 10/21/2025 under Order No.20250106427 which expires on 02/22/2026, 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: (3B9ADA0F) 1 PAGE 1 PROJECT-SPECIFIC WORK ORDER number 25112-03 made as of the day of 14 day of October in the year 2025 ... 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 work order is for the Construction phase of the Aquatic Center improvements. Tasks for the construction phase are outlined in Section 3.3 of the executed C132 Master Agreement. The scope of work being considered for the project is; pool liner re-finish, pool fencing updates, slide restoration, improvements to the life style pool, bath house interior upgrades, concessions room improvements, miscellaneous pool deck & site scopes. ... JLG Architects 710 South 2nd Street Minneapolis, MN 55401 612-746-4260 ... Page 479 of 499 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 17:40:18 on 10/21/2025 under Order No.20250106427 which expires on 02/22/2026, 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: (3B9ADA0F) 2 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 15th day of May in the year 2025 form the Contract. ... form the Contract. ... The Owner and Contractor Construction Manager agree as follows. 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: ... N/A ... .2 Geotechnical Engineer: ... Page 480 of 499 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 17:40:18 on 10/21/2025 under Order No.20250106427 which expires on 02/22/2026, 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: (3B9ADA0F) 3 N/A ... .3 Civil Engineer: ... Loucks ... 12755 Highway 55, Suite R100 ... .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.) ... See Attachment 1 - Staffing Matrix ... § 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.) ... N/A ... Page 481 of 499 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 17:40:18 on 10/21/2025 under Order No.20250106427 which expires on 02/22/2026, 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: (3B9ADA0F) 4 .2 Other consultants: PAGE 3 N/A ... § 1.1.14 The Construction Manager’s consultants retained under Additional Services: ... N/A ... § 1.1.15 Other Initial Information on which the Agreement is based: ... N/A ... § 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 Owner § 4.1.1.2 Tenant-related services N/A § 4.1.1.3 Commissioning N/A § 4.1.1.4 Development of a commissioning plan N/A § 4.1.1.5 Sustainable Project Services pursuant to Section 4.1.3 N/A § 4.1.1.6 Furniture, furnishings and equipment delivery, and installation coordination Owner § 4.1.1.7 Furniture, furnishings and equipment procurement assistance Owner § 4.1.1.8 Assistance with site selection N/A § 4.1.1.9 Assistance with selection of the Architect Owner § 4.1.1.10 Furnish land survey Owner § 4.1.1.11 Furnish geotechnical engineering services Owner § 4.1.1.12 Provide insurance advice Construction Manager § 4.1.1.13 Provide supplemental Project risk analysis and mitigation strategies Construction Manager § 4.1.1.14 Stakeholder relationships management Owner § 4.1.1.15 Owner moving coordination Owner § 4.1.1.16 Coordination of Owner’s Separate Contractors Construction Manager Page 482 of 499 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 17:40:18 on 10/21/2025 under Order No.20250106427 which expires on 02/22/2026, 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: (3B9ADA0F) 5 § 4.1.1.17 Other Supplemental Services N/A ... Insert a description of each Supplemental Service designated above, if not further described in an exhibit attached to this document. ... N/A ... [ X ] 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: ... [ X ] By the following date: May 22, 2026 ... § 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: ... N/A ... § 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. ... § 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: ... Page 483 of 499 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 17:40:18 on 10/21/2025 under Order No.20250106427 which expires on 02/22/2026, 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: (3B9ADA0F) 6 [ X ] Stipulated Sum, in accordance with Section 3.2 below ... [ ] 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.) ... § 3.2.1 The Stipulated Sum shall be Three Hundred Forty Two Thousand Eight Hundred Eighty Nine Dollars and 00/100 ($ 342,889 ), subject to additions and deductions as provided in the Contract Documents. ... N/A ... N/A PAGE 5 N/A ... § 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: Page 484 of 499 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 17:40:18 on 10/21/2025 under Order No.20250106427 which expires on 02/22/2026, 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: (3B9ADA0F) 7 ... (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. ... § 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: Page 485 of 499 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 17:40:18 on 10/21/2025 under Order No.20250106427 which expires on 02/22/2026, 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: (3B9ADA0F) 8 ... (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.) ... 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 Page 486 of 499 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 17:40:18 on 10/21/2025 under Order No.20250106427 which expires on 02/22/2026, 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: (3B9ADA0F) 9 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. ... N/A ... § 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: ... Per Master Agreement ... § 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: ... N/A ... § 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.) ... N/A ... Page 487 of 499 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 17:40:18 on 10/21/2025 under Order No.20250106427 which expires on 02/22/2026, 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: (3B9ADA0F) 10 § 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 ($ $1,000,000.00 ) per claim and Two Million Dollars ($ $2,000,000.00 ) in the aggregate. PAGE 6 § 5.4 Pursuant to section 15.1.8 of the Master Agreement, the Contractor Construction Manager shall procure Pollution Liability insurance, with policy limits of not less than N/A ($ ) per claim and N/A ($ ) in the aggregate. ... § 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: ... Karl Huemiller - Recreation Services Director 7000 Nicollet Avenue Richfield MN 55423 Tel: (612) 861-9387 khuemiller@richfieldmn.gov 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 Page 488 of 499 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 17:40:18 on 10/21/2025 under Order No.20250106427 which expires on 02/22/2026, 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: (3B9ADA0F) 11 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 ... Document Title Date Pages N/A Document Title Date Pages ... See Attachment 2 - Specifications PAGE 7 N/A ... See Attachment 3 - Drawings ... N/A ... Addendum 1 Addendum 2 Addendum 3 9/15/2025 9/19/2025 9/26/2025 16 33 71 ... N/A ... This Project-Specific Work Order entered into as of the day and year first written above. Page 489 of 499 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 17:40:18 on 10/21/2025 under Order No.20250106427 which expires on 02/22/2026, 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: (3B9ADA0F) 12 ... 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 Page 490 of 499 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 17:40:18 on 10/21/2025 under Order No.20250106427 which expires on 02/22/2026, 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: (3B9ADA0F) 1 Certification of Document's Authenticity AIA® Document D401™ – 2003 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 17:40:18 on 10/21/2025 under Order No. 20250106427 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) President 10/21/25 Page 491 of 499 PROJECT: Veterans Park - Aquatic Improvements CLIENT: City of Ritchfield DATE: October 21, 2025 Construction Phase Cost Proposal Quantity Unit Unit Cost Total Project Executive:Will Forbord 51 HRS 170.00$ 8,646$ Project Manager:John Barrick 407 HRS 140.00$ 56,960$ Project Engineer:Sam Eccles 407 HRS 125.00$ 50,857$ Superintendent:Ryan Villigan 906 HRS 135.00$ 122,271$ Project Admin / EEO Coordinator:Michelle O'Rourke 102 HRS 90.00$ 9,154$ 1,872 HRS 247,889$ Quantity Unit Unit Cost Total 1,872 HRS 247,889$ 1 LS 2.50%95,000$ 342,889$ Construction Management Fee is based on the Final Cost of Work defined in the AIA-A132, AIA-A232 The Current Estimated Cost of Work is:$3,301,789.00 PROJECT PERSONNEL Construction Management Fee: Construction Phase: CMaR Proposal Total: CMaR PROPOSAL Construction Phase Total: Attachment 1 Page 492 of 499 Current Specifications Number Description Revision Issued Date Received Date Set 00 - Procurement and Contracting Requirements 00 00 00 Title 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 00 01 05 Certifications Page 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 00 01 10 Table of Contents 1 09/19/25 09/19/25 Addendum 2 Specifications - Richfield Pool 00 11 13 Advertisement for Bids 1 09/15/25 Addendum 1 Specifications - Richfield Pool 00 21 00 Instructions to Bidders 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 00 24 00 Scopes of Work 1 09/19/25 Addendum 2 Specifications - Richfield Pool (Loeffler Front End Specs) 00 26 00 Procurement Substitution Procedures 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 00 31 00 Preliminary Schedule 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 00 41 00 Bid Form 3 09/26/25 Addendum 3 Specifications - Richfield Pool 00 45 00 Qualification Requirements 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 00 52 00 Example Subcontract 1 09/26/25 Addendum 3 Specifications - Richfield Pool 00 73 19 Health and Safety Requirements 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 01 - General Requirements 01 10 00 Summary 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 01 23 00 Alternates 1 09/19/25 09/19/25 Addendum 2 Specifications - Richfield Pool 01 25 00 Substitution Procedures 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 01 30 00 Administrative Requirements 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 01 35 26 Subcontractor Site Specific Safety Plan Requirements 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 01 40 00 Quality Requirements 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 01 45 33 Code-Required Special Inspections and Procedures 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 01 55 00 Site Logistics & Staging 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 01 60 00 Product Requirements 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 01 61 16 Volatile Organic Compound (VOC) Content 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 01 70 00 Execution and Closeout Requirements 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 01 74 19 Construction Waste Management and Disposal 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 01 78 00 Closeout Submittals 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 02 - Existing Conditions 02 41 00 Demolition 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 02 41 13 Selective Demolition 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 03 - Concrete 03 20 00 Concrete Reinforcing 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 03 30 00 Cast-In-Place Concrete 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications Printed on Tue Oct 14, 2025 at 12:09 pm CDT Job #: 25112 Veterans Memorial Park Improvement 6335 Portland Avenue Richfield, Minnesota 55423 Page 1 of 4 Attachment 2 - Specifications Page 493 of 499 Number Description Revision Issued Date Received Date Set 04 - Masonry 04 20 00 Unit Masonry 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 05 - Metals 05 50 00 Metal Fabrications 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 05 51 33 Metal Crossover Bridges 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 06 - Wood, Plastics, and Composites 06 10 00 Rough Carpentry 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 07 - Thermal and Moisture Protection 07 84 00 Firestopping 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 07 92 00 Joint Sealants 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 09 - Finishes 09 51 00 Acoustical Ceilings 1 09/19/25 09/19/25 Addendum 2 Specifications - Richfield Pool 09 67 00 Fluid-Applied Flooring 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 09 96 00 High-Performance Coatings 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 10 - Specialties 10 21 13.19 Plastic Toilet Compartments 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 10 26 00 Wall and Door Protection 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 10 28 00 Toilet, Bath, and Laundry Accessories 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 10 51 26 Plastic Lockers and Benches 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 13 - Special Construction 13 11 13 Below Grade Swimming Pools 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 13 11 14 Swimming Pool Structures 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 13 11 15 Swimming Pool Finishes 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 13 11 16 Swimming Pool Piping & Valves 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 13 11 17 Swimming Pool Equipment & Accessories 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 13 11 19 Fiberglass Waterslides 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 20 - RESERVED FOR FUTURE EXPANSION 20 10 00 Mechanical General Provisions 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 20 20 00 Mechanical Demolition 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 20 50 00 Basic Materials and Methods 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 20 70 00 Electrical Motors and Wiring 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 20 80 00 Painting and Identification 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 22 - Plumbing 22 07 00 Plumbing Insulation 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 22 10 00 Plumbing 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 22 30 00 Plumbing Equipment 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 22 40 00 Plumbing Fixtures 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications Printed on Tue Oct 14, 2025 at 12:09 pm CDT Job #: 25112 Veterans Memorial Park Improvement 6335 Portland Avenue Richfield, Minnesota 55423 Page 2 of 4 Attachment 2 - Specifications Page 494 of 499 Number Description Revision Issued Date Received Date Set 23 - Heating, Ventilating, and Air Conditioning (HVAC) 23 01 30 HVAC Air-Distribution System Cleaning 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 23 05 93 HVAC Testing Adjusting and Balancing 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 23 07 00 HVAC Insulation 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 23 11 00 Fuel Piping 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 23 23 00 Refrigeration Piping System 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 23 30 00 HVAC Air Distribution 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 23 34 23 HVAC Power Ventilators 0 09/19/25 09/19/25 Addendum 2 Specifications - Richfield Pool 23 37 13 Diffusers, Registers, and Grilles 0 09/19/25 09/19/25 Addendum 2 Specifications - Richfield Pool 23 81 00 Packaged Air Conditioners 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 26 - Electrical 26 00 01 General Provisions 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 26 05 05 Selective Demolition for Electrical 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 26 05 19 Low-Voltage Electrical Power Conductors and Cables 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 26 05 26 Grounding and Bonding for Electrical Systems 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 26 05 29 Hangers and Supports for Electrical Systems 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 26 05 33 Raceways and Boxes 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 26 05 53 Identification For Electrical Systems 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 26 05 83 Wiring Connections 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 26 09 23 Lighting Control Devices 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 26 24 16 Panelboards 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 26 27 26 Wiring Devices 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 26 28 13 Fuses 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 26 28 16 Disconnect Switches 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 26 29 13 Motor Starters 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 26 43 00 Surge Protection Devices 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 26 51 00 Lighting 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 27 - Communications 27 05 28 Low Voltage Raceway System - Communications 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 28 - Electronic Safety and Security 28 05 28 Low Voltage Raceway System - Security 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 31 - Earthwork 31 10 00 Site Clearing 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 31 20 00 Earth Moving 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 31 25 00 Temporary Erosion and Sediment Control 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 32 - Exterior Improvements 32 13 13 Concrete Paving 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications Printed on Tue Oct 14, 2025 at 12:09 pm CDT Job #: 25112 Veterans Memorial Park Improvement 6335 Portland Avenue Richfield, Minnesota 55423 Page 3 of 4 Attachment 2 - Specifications Page 495 of 499 Number Description Revision Issued Date Received Date Set 32 31 13 Chain Link Fencing 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications 32 92 00 Turf and Grasses 0 09/10/25 09/05/25 Richfield Pool Improvement Bidding Specifications Printed on Tue Oct 14, 2025 at 12:09 pm CDT Job #: 25112 Veterans Memorial Park Improvement 6335 Portland Avenue Richfield, Minnesota 55423 Page 4 of 4 Attachment 2 - Specifications Page 496 of 499 Current Drawings Drawing No.Drawing Title Revision Drawing Date Received Date Set Architectural A101 BATHHOUSE DEMOLITION PLAN 1 09/12/2025 09/12/2025 Addendum 1 (09/12/25) A201 BATHHOUSE FLOOR PLAN 1 09/12/2025 09/12/2025 Addendum 1 (09/12/25) A210 BATHHOUSE ROOF PLAN 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) A211 ENLARGED PLANS AND ELEVATIONS 1 09/12/2025 09/12/2025 Addendum 1 (09/12/25) A510 CROSSOVER BRIDGE DETAILS 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) A601 FINISH PLAN & FINISH KEY 2 09/19/2025 Addendum 2 Drawings - Richfield Pool (09/19/25) A701 BATHHOUSE RCP 1 09/12/2025 09/12/2025 Addendum 1 (09/12/25) AQ000 COVER SHEET 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) AQ100 SITE PLAN 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) AQ120 LAP POOL PLAN 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) AQ130 KIDDIE POOL PLAN 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) AQ201 DETAILS 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) AQD100 SITE PLAN - DEMOLITION 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) Civil C101 EXISTING CONDITIONS PLAN 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) C102 SITE DEMOLITION PLAN 2 09/19/2025 Addendum 2 Drawings - Richfield Pool (09/19/25) C201 SITE PLAN 2 09/19/2025 Addendum 2 Drawings - Richfield Pool (09/19/25) C301 GRADING & EROSION CONTROL PLAN 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) C801 CIVIL DETAILS 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) Electrical E000 ELECTRICAL SYMBOLS AND SITE 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) E100 BATHHOUSE LIGHTING PLAN 1 09/19/2025 Addendum 2 Drawings - Richfield Pool (09/19/25) Printed on Tue Oct 14, 2025 at 12:11 pm CDT Job #: 25112 Veterans Memorial Park Improvement 6335 Portland Avenue Richfield, Minnesota 55423 Page 1 of 3 Attachment 3 - Drawings Page 497 of 499 Drawing No.Drawing Title Revision Drawing Date Received Date Set E200 BATHHOUSE POWER & SYSTEMS PLAN 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) ED100 BATHHOUSE DEMOLITION PLAN 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) General G101 TITLE SHEET 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) G120 MOUNTING HEIGHTS 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) G121 MOUNTING HEIGHTS 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) G130 CODE REVIEW 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) General Cover RICHFIELD POOL IMPROVEMENTS 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) Landscape L101 LANDSCAPE NOTES 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) L201 LANDSCAPE PLAN 2 09/19/2025 Addendum 2 Drawings - Richfield Pool (09/19/25) L501 LANDSCAPE DETAILS 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) L502 LANDSCAPE DETAILS 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) Mechanical M101 HVAC PLAN 1 09/25/2025 09/25/2025 Richfield Pool Improvements - Addendum 3 Drawings (09/25/25) MD101 HVAC DEMOLITION PLAN 1 09/25/2025 09/25/2025 Richfield Pool Improvements - Addendum 3 Drawings (09/25/25) Plumbing P200 UNDER FLOOR PLUMBING PLAN - MECHANICAL BLDG 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) P201 ABOVE FLOOR PLUMBING PLAN - MECHANICAL BLDG 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) P301 WASTE AND VENT RISER DIAGRAMS 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) P302 WATER RISER DIAGRAMS 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) PD101 PLUMBING DEMOLITION PLAN 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) PM01 MECH TITLE SHEET, SYMBOLS & ABBREV.0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) PM02 MECHANICAL AND PLUMBING SCHEDULES 0 09/05/2025 09/10/2025 Richfield Pool Improvements Printed on Tue Oct 14, 2025 at 12:11 pm CDT Job #: 25112 Veterans Memorial Park Improvement 6335 Portland Avenue Richfield, Minnesota 55423 Page 2 of 3 Attachment 3 - Drawings Page 498 of 499 Drawing No.Drawing Title Revision Drawing Date Received Date Set Drawings (09/05/25) PM03 MECHANICAL AND PLUMBING DETAILS 0 09/05/2025 09/10/2025 Richfield Pool Improvements Drawings (09/05/25) PM102 MECHANICAL ATTIC PLAN 1 09/25/2025 09/25/2025 Richfield Pool Improvements - Addendum 3 Drawings (09/25/25) Structural S000 GENERAL STRUCTURAL NOTES & SCHEDULES 1 09/19/2025 Addendum 2 Drawings - Richfield Pool (09/19/25) S100 OVERALL PLAN 1 09/19/2025 Addendum 2 Drawings - Richfield Pool (09/19/25) S200 STRUCTURAL DETAILS 1 09/19/2025 Addendum 2 Drawings - Richfield Pool (09/19/25) Printed on Tue Oct 14, 2025 at 12:11 pm CDT Job #: 25112 Veterans Memorial Park Improvement 6335 Portland Avenue Richfield, Minnesota 55423 Page 3 of 3 Attachment 3 - Drawings Page 499 of 499