The URL can be used to link to this page

6.1 Construction Manager Services Agreement Request for City Council Action DEPARTMENT INFORMATION ORIGINATING DEPARTMENT REQUESTOR: MEETING DATE: Administration City Administrator/Finance Director Flaherty July 10, 2023 PRESENTER(s) REVIEWED BY: ITEM #: Administration City Attorney Kendall 6.1 – Construction Management Services STRATEGIC VISION MEETS: THE CITY OF OTSEGO: Is a strong organization that is committed to leading the community through innovative communication. X Has proactively expanded infrastructure to responsibly provide core services. X Is committed to delivery of quality emergency service responsive to community needs and expectations in a cost-effective manner. X Is a social community with diverse housing, service options, and employment opportunities. X Is a distinctive, connected community known for its beauty and natural surroundings. AGENDA ITEM DETAILS RECOMMENDATION: City staff is recommending the City Council approve agreements for Construction Management Services. ARE YOU SEEKING APPROVAL OF A CONTRACT? IS A PUBLIC HEARING REQUIRED? Yes No BACKGROUND/JUSTIFICATION: In February 2023, the City issued a Request for Proposals (RFP) for Construction Management Services for the City Campus – Phase 1 Projects. City staff distributed the RFP to eight selected firms who were deemed to be qualified and who have successful project histories and can provide the level of services necessary for the projects. The City received proposal responses from six of the eight firms. The Core Planning Group (CPG), consisting of representatives from Administration, Finance, Planning, Public Works, and Wold Architects and Engineers evaluated each of the proposals. Three firms were selected to proceed to the interview phase which was conducted on May 22, 2023. The C PG unanimously agreed to recommend Kraus Anderson Construction Companies (K/A) for City Council approval. The City Campus – Phase 1 Projects are currently in design, with the Cold Storage and City Hall facilities nearing the end of schematic design. The City Council will receive a progress report at an upcoming special meeting and provide direction for finalizing schematic design and scheduling of a public meeting. Representatives from K/A were eager to join the planning process and have been attending the most recent CPG meetings and have already began to develop updated project cost estimates and timelines. K/A has provided three agreements, which are standard American Institute of Architects (AIA) documents including the A132, A232, and C132. The documents have been reviewed by City Attorney Kendall who is providing recommendation to proceed with City Council consideration. Pending approval by the City Council, City Attorney Kendall in conjunction with K/A legal counsel will finalize and edit the documents for execution by the City. SUPPORTING DOCUMENTS ATTACHED: • American Institute of Architects (AIA) Documents A132, A232, and C132 o Due to the size of these documents, they are only provided in electronic format. • Proposal • Interview Presentation POSSIBLE MOTION PLEASE WORD MOTION AS YOU WOULD LIKE IT TO APPEAR IN THE MINUTES: Motion to accept the Proposal, that the AIA Agreement Documents between the City of Otsego and Kraus Anderson Construction Companies are approved in form, subject to modifications by the City Attorney, and to authorize the Mayor and City Clerk to execute the agreements on behalf of the City. BUDGET INFORMATION FUNDING: BUDGETED: Fund 414 – Revolving Capital Improvements Yes. 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 18:42:46 ET on 08/05/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1298687846) 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 « » day of « » in the year « » (In words, indicate day, month, and year.) BETWEEN the Owner: (Name, legal status, address, email address and other information) City of Otsego 13400 90th Street NE Otsego, MN 55330 and the Contractor: (Name, legal status, address, email address and other information) TBD for the following Project: (Name, location, and detailed description) TBD The Construction Manager: (Name, legal status, address, email address and other information) Kraus Anderson Construction Company 801 South 8th Street Minneapolis, MN 55404 The Architect: (Name, legal status, address, email address and other information) Wold Architects and Engineers 332 Minnesota Street St. Paul, MN 55101 The Owner and Contractor agree as follows. 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 18:42:46 ET on 08/05/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1298687846) 2 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 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.) [ « » ] 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. § 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.) 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 18:42:46 ET on 08/05/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1298687846) 3 « » § 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 § 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. [ « » ] By the following date: « » § 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 § 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 [ « » ] Cost of the Work plus the Contractor’s Fee, in accordance with Section 4.3 below [ « » ] Cost of the Work plus the Contractor’s Fee with a Guaranteed Maximum Price, in accordance with Section 4.4 below (Based on the selection above, complete Section 4.2, 4.3 or 4.4 below.) § 4.2 Stipulated Sum § 4.2.1 The Contract Sum shall be « » ($ « » ), 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 § 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.) 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 18:42:46 ET on 08/05/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1298687846) 4 Item Price Conditions for Acceptance § 4.2.3 Allowances, if any, included in the Contract Sum: (Identify each allowance.) Item Price § 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) § 4.3 NOT USED § 4.4 NOT USED § 4.5 Liquidated damages, if any: (Insert terms and conditions for liquidated damages, if any, to be assessed in accordance with Section 3.4.) « » § 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. § 5.1.3 Provided that an Application for Payment is received by the Construction Manager not later than the « 25th » day of a month, the Owner shall make payment of the amount certified to the Contractor not later than the « last » day of the « following » month. If an Application for Payment is received by the Construction Manager after the application date fixed above, such Application for Payment will be processed with the next month’s Application for Payment. (Federal, state or local laws may require payment within a certain period of time.) § 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. 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 18:42:46 ET on 08/05/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1298687846) 5 § 5.1.4.3 In accordance with AIA Document A232™–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition, 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 NOT USED § 5.1.6 NOT USED § 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.) « » § 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.) N/A § 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.) N/A § 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 the AIA A232-2019 General Conditions. 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 18:42:46 ET on 08/05/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1298687846) 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. § 5.2.2 NOT USED 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 » ] Arbitration pursuant to Article 15 of AIA Document A232–2019. [ « » ] Litigation in a court of competent jurisdiction. 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. § 7.1.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A232–2019. § 7.2 NOT USED 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 18:42:46 ET on 08/05/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1298687846) 7 § 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) « » « » « » « » « » « » § 8.3 The Contractor’s representative: (Name, address, email address, and other information) « » « » « » « » « » « » § 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 Article 11 of AIA Document A232–2019, as modified, and elsewhere in the Contract Documents. § 8.5.2 The Contractor shall provide bonds as set forth in Article 11 of AIA Document A232–2019, as modified , 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.) To the email address of the Owner, Contractor, Construction Manager and Architect set forth in this Agreement. § 8.7 NOT USED § 8.8 Other provisions: « » 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 18:42:46 ET on 08/05/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1298687846) 8 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 .2 Reserved. .3 AIA Document A232™–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition .4 Reserved. .5 Drawings Number Title Date .6 Specifications Section Title Date Pages .7 Addenda, if any: Number Date Pages 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.) [ « » ] Supplementary and other Conditions of the Contract: Document Title Date Pages .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) « »« » « »« » (Printed name and title) (Printed name and title) 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 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) New City Hall, Public Works Expansion, Renovation, Cold Storage and Prairie Center Improvements 139400 90th Street NE Otsego, MN 55330 THE CONSTRUCTION MANAGER: (Name, legal status, and address) Kraus Anderson Construction Company 801 South 8th Street Minneapolis, MN 55404 THE OWNER: (Name, legal status, and address) City of Otsego 13400 90th Street NE Otsego, MN 55330 THE ARCHITECT: (Name, legal status, and address) Wold Architects and Engineers 332 Minnesota Street St. Paul, MN 55101 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 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 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 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, Performance Bond or Payment Bond, if required, 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. 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 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, in proper operating condition. 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, unless it is specified that a subcontract include specific phases or elements to complete a certain part of the Work for reasons of coordination or responsibility. Where the Specification has been divided into sections, it is for convenience in use. The Architect assumes no responsibility for proper placement of phases of the Work into the proper division or section nor the arrangement of Work shown on the Drawings. The Architect shall not be obligated to enter into jurisdictional or other disputes as a result of the organization, arrangement or location of parts of the Work in Specifications or on Drawings, nor to serve as arbiter to establish subcontract limits. Unless otherwise specified, the scope of work of each section shall be to furnish labor, materials, equipment, skill, erection, installation, services and related items for the phase of work of that section, as required by the Drawings, as specified or as otherwise required to provide and complete the entire work of the section. § 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. § 1.2.4 The general character and scope of the Work is called for by the Contract Documents. Where a portion of the Work is fully drawn and the remainder is merely indicated, the portion fully drawn shall apply to all similar parts of the Work. Drawings intended primarily as information for one trade may not necessarily show the work of other trades, which shall not be construed as there being no related materials or adjacent work. § 1.2.5 Figured dimensions shall be followed in preference to measurement by scale. In the event of discrepancies between Drawings, between Drawings and Specifications or between Specifications, the intent shall be interpreted by the Architect, which shall be binding on the Contractor. Where a dimension may be missing, the Work shall be accomplished in accordance with the directions and dimensions provided by the Architect. Dimensions on Drawings, as well as detail Drawings themselves, are subject in every case to measurements of existing, adjacent, incorporated and completed work which shall be taken by the Contractor before undertaking any work dependent upon such data. Dimensions pertaining to the Work shall be verified at site by Contractor. § 1.2.6 Where Specifications are of the abbreviated or “streamlined” type, they shall be construed as complete sentences, as shall notes on the drawings. Omission of Words such as “the”, “the Contractor shall”, and “as shown on the drawings” is intentional. The words “shall” or “shall be” are to be supplied by inference. Imperative or directive instruction, directions or specifications apply and refer to the Contractor. The words “symmetrical” and “similar” are used in the general sense and need not mean “identical”. § 1.2.7 Where a number is specified (as for gauges, weights, temperatures, an amount of time, and similar references) and the specified number cannot be obtained, the number shall be interpreted as the next better, as available. § 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. 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 5 § 1.5 Ownership and Use of Drawings, Specifications, and Other Instruments of Service § 1.5.1 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 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 written agreement to protocols governing the use of, and reliance on, the information contained in the model 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 designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner’s approval or authorization. Except as otherwise provided in Section 4.2.1, the Construction Manager and the Architect do not have such authority. The term “Owner” means the Owner or the Owner’s authorized representative. § 2.1.2 The Owner shall furnish to the Contractor, within fifteen days after receipt of a written request, information necessary and relevant for the Contractor to evaluate, give notice of, or enforce mechanic’s lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner’s interest therein. § 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. 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 6 § 2.2.2 Following commencement of the Work and upon written request by the Contractor, the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the Contract only if (1) the Owner fails to make payments to the Contractor as the Contract Documents require; (2) the Contractor identifies in writing a reasonable concern regarding the Owner’s ability to make payment when due; or (3) a change in the Work materially changes the Contract Sum. If the Owner fails to provide such evidence, as required, within fourteen days of the Contractor’s request, the Contractor may immediately stop the Work and, in that event, shall notify the Owner that the Work has stopped. However, if the request is made because a change in the Work materially changes the Contract Sum under (3) above, the Contractor may immediately stop only that portion of the Work affected by the change until reasonable evidence is provided. If the Work is stopped under this Section 2.2.2, the Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor’s reasonable costs of shutdown, delay and start-up, plus interest as provided in the Contract Documents. § 2.2.3 After the Owner furnishes evidence of financial arrangements under this Section 2.2, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. § 2.2.4 Where the Owner has designated information furnished under this Section 2.2 as “confidential,” the Contractor shall keep the information confidential and shall not disclose it to any other person. However, the Contractor may disclose “confidential” information, after seven (7) days’ notice to the Owner, where disclosure is required by law, including a subpoena or other form of compulsory legal process issued by a court or governmental entity, or by court or arbitrator(s) order. The Contractor may also disclose “confidential” information to its employees, consultants, sureties, Subcontractors and their employees, Sub-subcontractors, and others who need to know the content of such information solely and exclusively for the Project and who agree to maintain the confidentiality of such information. § 2.3 Information and Services Required of the Owner § 2.3.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. 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 Except as otherwise required by the Contract Documents, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The 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. § 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. 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 7 § 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 seven -day period after receipt of notice from the Owner to the Contractor and its surety, if any, 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 or require the Contractor 's surety to assume the obligations of the Contractor.. Such action by the Owner and amounts charged to the Contractor or its surety are both subject to review by the Construction Manager and prior concurrence 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 or its surety shall pay the difference to the Owner. If the Contractor disagrees with the actions of the Owner or the Architect, or the amounts claimed as costs to the Owner, the Contractor may file a Claim pursuant to Article 15. ARTICLE 3 CONTRACTOR § 3.1 General § 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Contract. The term “Contractor” means the Contractor or the Contractor’s authorized representative. § 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. § 3.1.3 The Contractor shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the 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 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed, and correlated personal observations with requirements of the Contract Documents. The Contractor also represents that all Contract Documents for the Project have been examined, including those intended for work of trades not normally performed by the Contractor’s own forces, and the Contractor has become thoroughly familiar with all conditions which may pertain to or affect the Work under this Contract. § 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 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 8 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 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor’s notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall submit Claims as provided in Article 15. If the Contractor fails to perform the obligations of Sections 3.2.2 or 3.2.3, the Contractor shall pay such costs and damages to the Owner, subject to section 15.1.7, as would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. § 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 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. All work shall be performed in the best and most workmanlike manner to the highest standards for the work. Incompetent or careless workmanship shall not be permitted by the Contractor and will not be accepted. 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 9 § 3.4.4 The Contractor, and all those working under its jurisdiction, shall conform to labor laws of the state and all other laws, ordinances and legal requirements affecting the Work. Prior to starting work, the Contractor shall become familiar with local labor and trade conditions, skilled and unskilled, and shall conform to local conditions. The Contractor shall consider the availability of labor in the area and import labor as may be required to meet the schedule for the Work. Unless otherwise provided in Contract Documents, all materials, equipment and other products shall be one of the brands, manufacturers or types specified. All like products for the Work shall be by the same manufacturer. § 3.4.5 After the Contract has been executed, the Owner and the Architect, after consultation with the Construction Manager, will consider a formal request for the substitution of products in place of those specified only under the conditions set forth in the Contract Documents. § 3.4.6 By making requests for substitutions based on the preceding subsection, the Contractor: .1 Represents that the Contractor has personally investigated the proposed substitute product and determined that it is equal or superior in all respects to that specified; .2 Represents that the Contractor will provide the same warranty for the substitution that the Contractor would for that specified; .3 Certifies that the cost data presented is complete and includes all related costs under this Contract except the Architect’s redesign costs, and waives all claims for additional costs related to the substitution which subsequently become apparent; and .4 Will coordinate the installation of the accepted substitute, making such changes as may be required for the work to be complete in all respects. § 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. If required by the Construction Manager or Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. The quality required under this Warranty shall, as a minimum, equal all standards or requirements of form, function, durability, performance, type, strength, efficiency, service, appearance or other criteria established by the requirements of the Contract Documents. § 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. § 3.6 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. The Contractor shall provide and pay for all bonds that may be required to accomplish the Work, including any bonds required by municipalities. § 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. In any instance where requirements of the Contract Documents are in excess of, but not in conflict with or violation of requirements of a public authority, the provisions of the Contract Documents shall govern. § 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. AIA Document 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 10 § 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, 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, except where installation is specified as part of the allowance in the Contractor Documents; .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; and .4 the supplier or subcontractor for an allowance item is subject to acceptance of the Owner, Architect, and Construction Manager; and the Contractor’s Purchase Order or Subcontract Agreement shall bind the supplier or subcontractor to the requirements of the Contract Documents. § 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. § 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 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 11 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 for the Owner’s and Architect’s information, 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, promptly after being awarded 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 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 accepted Shop Drawings, Product Data, Samples, and similar required submittals. The record documents shall be a separate set of documents used only for record purposes and kept clean and undamaged. 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 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 12 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. § 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 accepted by the Architect. § 3.12.8 The Work shall be in accordance with accepted 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. 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 13 § 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 The Contractor shall return all improvements on or about the site, streets and adjacent property which are not shown to be altered, removed or otherwise changed, to the conditions which existed previously. The Contractor shall protect existing structures or other features from damage by any operation in connection with the contract. § 3.13.4 Utilities or other services which are shown, or not shown but encountered or otherwise found, shall be protected by the Contractor from any damage from excavation or other work and operations of this Contract, unless or until they are abandoned. Contractor shall immediately restore any damage from its work or operations to place the utilities and services in good operating condition. If the utilities or services are shown to be abandoned or moved, they shall remain in service, and be protected by the Contractor, until new utilities and services have been provided, tested and ready for use. § 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. Cutting and patching shall be kept to an absolute minimum by careful planning and through providing proper holes, sleeves, anchors, inserts or other built-ins as Work progresses and then only to the extent required to properly place, support, hang, anchor or install work. Contractor shall restore the improvements and finishes to like-new condition, to match adjoining work and such restoration shall be performed by workers skilled in the particular type of work involved. Where finishes are patched, they shall be patched to the extent necessary to provide unbroken and unattached appearance and shall be carried to natural break points as necessary. All patching is subject to the Architect’s acceptance. Unauthorized or careless cutting will not be permitted. No structural member shall be cut in a manner or to an extent which will affect the structural effectiveness, unless approved by the Architect. § 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. § 3.14.3 Cutting and patching of construction work or excavation and backfilling in or about the building, shall be done under the general supervision of the Contractor for that phase of the Work being altered, who shall be responsible to see that patching and backfilling is accomplished by using proper labor, materials and methods consistent with the requirements for other similar construction. § 3.15 Cleaning Up § 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials and 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. 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 14 § 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. § 3.19 EQUAL OPPORTUNITY IN EMPLOYMENT § 3.19.1 Contractor shall not discriminate against any employee or applicant for employment because of sex, creed, color, religion, national origin, marital status, status with respect to public assistance, disability, age, or sexual preference. Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to the following: employment, upgrading, demotion or transfer, recruitment, recruitment advertising, layoff or termination, rates of pay or other form of compensation and selection for training, including apprenticeship. Contractor shall incorporate these same equal opportunity, antidiscrimination and affirmative action requirements into all agreements between Contractor and its Subcontractors. § 3.20 VERIFICATION OF FIELD CONDITIONS § 3.20.1 The Contractor shall take field measurements and verify field conditions with the Contract Documents and final Shop Drawings before commencing any Work. The Contractor shall promptly report errors, inconsistencies or omissions to the Architect and Construction Manager. § 3.20.2 No change in the Contract Sum will be allowed on account of minor differences between actual field conditions and the Contract Documents. § 3.21 MISCELLANEOUS CONTRACTOR RESPONSIBILITIES § 3.21.1 The Contractor agrees to adequately and properly protect its Work. The Contractor agrees to adhere to the Federal Occupational Safety & Health Act, state and local safety regulations, so as to avoid injury or damage to persons or property resulting from failure to do so. 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 15 § 3.21.2 In the event the Contractor, after 24 hour written notice from the Construction Manager fails to take corrective action to ensure compliance with said safety regulations, the Construction Manager may, but shall not be obligated to, remedy the situation according to OSHA standards and charge the cost of same to the Contractor’s account without further notice to the Contractor. § 3.21.3 The Contractor agrees to notify the Construction Manager’s representative on the job site of all accidents which may occur to persons or property and shall provide the Construction Manager’s representative with a copy of all accident reports on appropriate forms. All reports shall be signed by the Contractor or his authorized representative and submitted within twenty-four (24) hours of occurrence. § 3.21.4 The Contractor agrees that all disputes concerning the jurisdiction of trades shall be adjusted in accordance with any plan for the settlement of jurisdictional disputes which may be in effect either nationally or in the locality in which the work is being done. The Contractor shall be bound by, and shall abide by, all such adjustments and settlements of jurisdictional disputes, whether or not the Contractor is signature bound by the agreement establishing the Impartial Jurisdictional Disputes Board and/or its successors. The Contractor agrees not to cause a work stoppage due to the jurisdictional assignment of work. § 3.21.5 The Contractor shall submit to the Construction Manager upon request, copies of orders placed for the various materials required for the Project or stock lists if such material is normally a stock item. Order copies need not reflect prices but should indicate, among other things, type of material, quantity, and vendor name, and address. The Contractor shall be required to submit to the Construction Manager a monthly Material Status report, or more often if required by the Construction Manager, as a prerequisite for the monthly progress payment. The Contractor shall notify the Construction Manager immediately upon learning of a change of status of any material, equipment or supplies. § 3.21.6 The Contractor agrees to maintain an adequate force of experienced workers and the necessary materials, supplies, and equipment to meet the requirements of the Construction Manager and other trades in order to maintain construction progress schedules, as established by the Construction Manager and Owner. In the event that Contractor’s forces are, in the judgment of the Construction Manager, inadequate to meet the established schedules during the regular working hours, the Contractors agree to work sufficient overtime hours or increase its work force to meet such schedules at no extra cost to the Construction Manager, Architect, or the Owner. § 3.21.7 The Contractor agrees to employ competent administrative, supervisory, and field personnel to accomplish the work, including layout, engineering, preparation and checking of shop drawings. Such supervisory personnel shall not be changed without written consent of the Construction Manager. § 3.21.8 The Contractor shall insure that all construction tools, equipment, temporary facilities, and other items used in accomplishing the Work, whether purchased, rented or otherwise provided by the Contractor or provided by the others, are in a safe, sound, and good condition; capable of performing the function for which they are intended and maintained in conformance with applicable laws and regulations. § 3.21.9 In no event shall any act or omission on the part of the Owner, the Architect or the Construction Manager relieve the Contractor from its obligation to perform its Work in full compliance with the Contract. § 3.21.10 The Contractor shall be responsible to the Owner and Construction Manager for the acts and omissions of all of its employees and all of its subcontractors, their agents and employees, and all other persons performing any of the Contractor’s Work. 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. The term Architect means the Architect or his authorized representative, including employees or consultants. Where “Architect” may be used relating to engineering phases of the Work, substitute the term “Engineer” therefore. § 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. . The term “Construction Manager” means the Construction Manager or the Construction Manager’s authorized representative, including employees or consultants. 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 16 § 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 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 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 17 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 general 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 acceptance. 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 accept, 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 Application and Project Certificate for Payment upon the Contractor’s compliance with the requirements of the Contract Documents. 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 18 § 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, firm or entity who has a direct contract or purchase order with the Contractor to provide or furnish materials, equipment, facilities, labor or services, or a combination of these, for the execution and completion of the Work or part thereof. 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 having a direct or indirect contract or purchase order with a Subcontractor to provide or furnish materials, equipment, facilities, labor or services, or a combination of these, for the execution and completion of the Work or part thereof. 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 Unless otherwise stated in the Contract Documents, the Contractor, as soon as practicable after award of the Contract, shall notify the Construction Manager, for review by the Owner, Construction Manager and Architect, of the persons or entities proposed for each principal portion of the Work, including those who are to furnish materials or equipment fabricated to a special design, along with a list of the actual materials or equipment such person will be furnishing.. Within 14 days of receipt of the information, the Construction Manager may notify the Contractor whether the Owner, the Construction Manager or the Architect (1) has reasonable objection to any such proposed person or entity or, (2) requires additional time for review. Failure of the Construction Manager to provide notice within the 14-day period shall constitute notice of no reasonable objection. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner, Construction Manager or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 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 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 19 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. No increase in the Contract Sum shall be allowed should a substitution be required as a result of the Owner’s or Architect’s reasonable objection based on specified criteria on which a proposed subcontractor will be evaluated. § 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. 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 20 § 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 and Subcontractors shall cooperate with and coordinate their work with all other Contractors and the Owner to facilitate the general progress of the Project and to prevent delaying the progress of other Contractors. The Contractor shall afford other Contractors reasonable opportunity for the introduction and storage of their materials and equipment and the execution of their work, and shall connect and coordinate Contractor’s Work with theirs as required by the Contract Documents. Each Contractor and Subcontractor shall obtain layout drawings, roughing-in detail sheets and other pertinent information directly from each other (not from Architect or Construction Manager) to coordinate all phases of the Work. For coordination with the Owner’s equipment or materials, information shall be obtained from the Owner through the Construction Manager. After timely notification by the Contractor of the need to accomplish a particular phase or element of the Work, the other Contractors shall, within a reasonable time, perform their work so as not to delay or impede the Contractor. § 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, lack of coordination with other Contractors 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 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. 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 21 § 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. § 7.1.4 For proposed changes in the Work the costs shall be determined as provided under this Subsection 7.1.4. The Contractor shall submit an itemized list of quantities with the applicable unit costs and extended price for each, in such form and detail as required by the Construction Manager/Architect. .1 As a minimum, the detailed breakdown shall include and indicate the items enumerated below. Items (a) and (b) constitute the cost of labor, and items (a), (b), (c) and (d) constitute the basic costs referred to under this Article 7. (a) Labor costs, itemized by each trade involved, showing the hourly rates for each, and the hours required for the change. Labor rates shall be the same for extra and credit computations and shall be the actual rate paid workmen in accordance with established management labor agreement. (b) Burden on labor, which shall be only the actual costs of mandatory fringe benefits required by established agreements, taxes on labor, worker’s or workmen’s compensation, insurance on labor as affected by payroll, unemployment taxes and insurance, including FICA and FUTA. (c) Quantities of materials, equipment and supplies, at their actual cost, with unit costs indicated. (d) The cost of subcontracted work, computed in the same way as provided for under this Subsection 7.1.4. (e) Overhead, profit or commission. (f) Applicable sales tax on materials, added after the above computations are complete. .2 The maximum that will be allowed for overhead and profit, or commission, shall be as follows, expressed as a percentage of the basic cost of the change. The maximum allowable percentages for profit, overhead and commission may be less, depending on the nature, extent or complexity of the change, where the percentage is not commensurate with the responsibility and administration involved (such as the Contractor merely processing a substantial Change Order to a Subcontractor) but in no event shall they exceed the following: Overhead/Profit Commission (a) To the Contractor and/or Subcontractor 10% for work performed with their own forces. (b) To the Contractor for work performed by other than its own forces. -- 5% .3 Not more than two percentages for overhead, profit and commission will be allowed. The mark-up on any part of the Work a Subcontractor subcontracts will be limited to one overhead/profit figure in addition to the Contractor’s commission, the Subcontractor and Sub-Subcontractor may divide the overhead and profit amount as they agree upon. .4 The burden on labor may be indicated as a dollar/cents addition to the hourly rate or may be expressed as a percentage of the extended hourly rate costs. If required by the Owner, Construction Manager or the Architect, the Contractor shall provide a detailed breakdown to justify the labor burden. The Construction Manager reserves the right to reject any labor burden which is inconsistent with other similar contractors or where the cost of fringe benefits are in excess of established labor agreements. The burden on labor shall not include any costs noted as general overhead. .5 Material, equipment and supply costs shall be quoted at the actual cost to the Contractor, or Subcontractor. Upon request, the Contractor (or Subcontractor) shall submit evidence to substantiate the costs. Said costs shall be quoted at trade discount prices, with quantity discounts also applied where the quantities warrant. Cash or prompt payment discounts need not be credited. In any proposal with material, equipment and supply credits, the credit shall be based on the actual Contract cost of the material (including trade and quantity discounts) less any charges actually incurred for handling or returning a material which has been delivered. No cancellation, restocking or similar charge will be allowed unless actually incurred by the purchaser and generally will not be allowed when the product has not been shipped. .6 The percentages allowed for overhead, profit or commission under clause 7.1.4.2 shall be deemed to include, and no further addition allowed for: (1) field and office supervision and administration, including the field superintendent and foremen; (2) general insurance, except that listed as the labor burden; (3) use or replacement of tools; (4) shop burden; (5) equipment rental (other than specifically required additional hoisting equipment, required excavating equipment or similar equipment necessary solely as a result of the change); (6) engineering and estimating costs; (7) performance and 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 22 payment (guaranty) bond; (8) cost of safety measures (including those imposed by OSHA); (9) shipping, drayage and demurrage; (10) parking charges; (11) clean up and debris removal; (12) testing; (13) permits, unless a new permit type is required; (14) or any other costs except those enumerated under clause 7.1.4. .7 Cost changes shall be computed by determining the basic costs enumerated under clause 7.1.4 (as further specified under this subsection), to which the overhead may be added, then the profit figure may be added and finally adding the sales tax on materials. .8 Subcontractors (or Sub-Subcontractors) shall compute their costs in the same way and are subject to the same conditions of what may be included in the cost and the same maximum percentages for overhead and profit. To the Subcontractor’s price, the Contractor may add up to 5% commission. .9 For changes involving work of the Contractor with its own forces and work by a Subcontractor (or Sub-Subcontractor), the commission shall be applied directly to the Subcontractor’s price, with the overhead and profit figure applied only to the Work the Contractor performs with its own forces. .10 For changes involving both extra and credit amounts, the overhead and profit, or commission, shall be applied only to net difference where the extra exceeds the credit. .11 For changes resulting in a credit in the basic costs, a reasonable allowance for overhead, profit or commission may be required to be credited the Owner, as approved by the Architect after consultation with the Construction Manager. In general, no credit for overhead, profit or commission will be required where the net change credit is minor or where the change in Work indicates it is reasonable that no credit be allowed to the Owner due to the effort, cost or responsibility of the Contractor. In the event of substantial subcontract credits, or for Work not performed by the Contractor, a reasonable overhead, profit or commission credit shall be allowed to the Owner. § 7.2 Change Orders 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. § 7.3 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 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: 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 23 .1 Costs of labor, including applicable payroll taxes, fringe benefits required by agreement or custom, workers’ compensation insurance, and other employee costs approved by the Construction Manager and Architect; .2 Costs of materials, supplies, and equipment, including cost of transportation, whether incorporated or consumed; .3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; .4 Costs of premiums for all bonds and insurance, permit fees, and sales, use, or similar taxes, directly related to the change; and .5 Costs of supervision and field office personnel directly attributable to the change. § 7.3.5 If the Contractor disagrees with the adjustment in the Contract Time, the Contractor may make a Claim in accordance with applicable provisions of Article 15. § 7.3.6 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Construction Manager of the Contractor’s agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 7.3.7 A Construction Change Directive signed by the Contractor indicates the Contractor’s agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Construction Manager and Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment. The Construction Manager and Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Construction Manager and Architect determine to be reasonably justified. The interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a Claim in accordance with Article 15. § 7.3.10 When the Owner and Contractor agree with a determination made by the Construction Manager and Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Construction Manager shall prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. § 7.4 Minor Changes in the Work The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. The Architect’s order for minor changes shall be in writing. If the Contractor believes that the proposed minor change in the Work will affect the Contract Sum or Contract Time, the Contractor shall notify the Construction Manager and shall not proceed to implement the change in the Work. If the Contractor performs the Work set forth in the Architect’s order for a minor change without prior notice to the Construction Manager that such change will affect the Contract Sum or Contract Time, the Contractor waives any adjustment to the Contract Sum or extension of the Contract Time. The Architect shall also have the right to make minor changes in dimensions, locations, arrangements or details to accommodate changes in other materials and equipment, improve the Work, or prevent unforeseen interference with structural or other features. Such changes shall be made without a change in the Contract Sum. 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. 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 24 § 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 Final Completion within the Contract Time. The Work shall not be suspended or shut down, but shall progress continuously with sufficient labor at all times, unless otherwise approved by the Owner, Architect and Construction Manager. § 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 the Owner’s recovery of damages for delay by either party under other provisions of the Contract Documents. To the fullest extent allowed by applicable law, the Contractor’s sole and exclusive remedy for delay is a right to a time extension for completion of the Contract and not damages. 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 and in accordance with other requirements of the Contract Documents,, 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. 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 25 § 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. § 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 shall submit its Application for Payment on forms as the Construction Manager or Architect may specify or direct. The Application shall be accompanied by a sworn, notarized Certificate by the Contractor, attesting to the accuracy of the amount as being for work satisfactorily complete in accordance with the Contract Documents, and that all just claims and bills for labor, materials, equipment, subcontracts and services or other expenses represented in previous Applications for Payment have been paid, such that the Contractor is entitled to the payment. § 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 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 26 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 issue a Certificate of 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; 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 27 .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 Issuance of a Contractor’s Application and Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute an acceptance of any Work not in accordance with the Contract Documents. The Contractor and its Surety agree any issuance of a Contractor’s Application and Certificate for Payment by the Architect, payment on the Contract Sum or in reducing any retaining amount, or any use or occupancy of the Work will in no way relieve them of the obligation to completely fulfill or accomplish all obligations of the Contract, including warranty of the Work, and that they waive any actual or alleged rights of subrogation or action against the Owner or the Architect as a result of any such issuance of a Contractor’s Application and Certificate for Payment, payment, or use or occupancy. At any time, the Surety shall have the right to examine the status of the Work, as well as any payments, and may request the Owner to withhold additional sums as it considers appropriate to protect its interests. § 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 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 28 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. § 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 After Substantial Completion, the Contractor shall coordinate his activities with the Owner’s use of the substantially completed work and shall diligently complete the remaining work, without delay or interruption, within the remaining Contract Time. 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 29 § 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 such substantiation of the Contractor’s right to payment as the Owner may require, such as and including: (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 recommendation by the Construction 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 30 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 a minimum of three times the value of the incomplete or uncorrected parts of the Work, or the minimum amount allowed by applicable 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. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 Safety Precautions and Programs § 10.1.1 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. § 10.1.2 In addition to the Contractor’s responsibilities referenced in this Article 10, the Contractor shall, at a minimum, comply with the requirements of the Owner’s Site Specific Safety Plan, as the same may be amended from time to time (the "SSSP"), which SSSP the Contractor hereby acknowledges has been made available to the Contractor for the Contractor's review, including, without limitation, the following general safety rules: .1 The Contractor shall actively promote safe working performance on the part of its employees. The Contractor’s site supervisors shall participate in such activities as regular safety meetings, safety inspections, and other safety programs. The Contractor will also conduct its own safety programs best suited to its particular needs; .2 The Contractor shall hold no less than weekly safety meetings with its construction workers. Minutes of these meetings shall be forwarded promptly to the Construction Manager; .3 The Contractor shall implement and practice an effective system of indoctrination and education of new and transferred employees to the Project. The Contractor shall inform its employees of all safety rules and safety procedures before the employee begins work on the Project. A suggested system such as review of local regulations and the SSSP should be used as a guide; .4 The Contractor shall inform its employees of the location and use of emergency equipment; .5 The Contractor shall inform its employees of existing Project procedures for first aid and ambulance calls; .6 The Contractor shall use its own regular system of inspection to promptly detect and correct hazardous conditions, safety rule violations and unsafe working practices in its own areas. The Contractor's safety inspection audit will include the Contractor areas and will be reviewed by the Contractor with the Construction Manager; .7 Good housekeeping and orderliness are basic requirements for all jobs and must be maintained at all times. Special attention must be given to maintaining clear walkways, removal of trash, removal of slipping and tripping hazards, and proper storage of materials. Materials shall not be left in aisles, 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 31 walkways, stairways or other points of ingress or egress. Temporary material storage areas must always be requested and cleared through the Construction Manager and kept neat; .8 The Contractor's site supervisor shall give his or her current address and telephone number to the Construction Manager so that he or she is available to be contacted after hours in case of emergency involving hazard, loss, or damage; and .9 The Contractor shall ensure that all of its employees are equipped with all personal protection equipment as required by local laws, regulations, codes and/or by the SSSP. In the event of any conflict, inconsistency or uncertainty between the SSSP and the Contract Documents, or between the SSSP and any applicable law, statute, ordinance, code, rule, regulation or lawful order of a public authority, the greater, more detailed or more stringent requirement shall control. § 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 and shall give the Owner and Construction Manager reasonable written advance notice. § 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, acts, operations, methods, 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 it or any adjacent property 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 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 32 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. § 10.2.9 The Contractor shall indemnify, defend and hold harmless the Owner and Construction Manager from and against any and all liability, fines, penalties, costs and expenses, including, but not limited to reasonable attorneys' fees, caused by or resulting from the Contractor’s breach of any of its obligations under Sections 10.1 and 10.2 herein. § 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 in the affected area 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. 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 33 § 10.5 MISCELLANEOUS GENERAL PROVISIONS § 10.5.1 The requirements under 10.4, Miscellaneous General Provisions, shall be considered as minimum requirements and shall not be construed to limit the amount of protection required to safeguard all persons and property, nor construed as directing or establishing the Contractor’s methods or responsibilities. § 10.5.2 The Construction Manager shall provide and maintain adequate fire extinguishers in and around the construction area, available to all workers, but the Contractor shall not use extinguishers that are to be installed in the Work. § 10.5.3 The Contractor shall provide and maintain guard lights at barricades, railings, obstructions in streets, roads or sidewalks and at trenches or pits including at those adjacent to existing buildings, public roads, walks, and similar locations where a hazard may exist. The Contractor shall provide and maintain suitable barricades or fences around excavations, including trench excavations, excavated by Contractor or Subcontractors. § 10.5.4 As may be applicable to the Project and to the Work, the Contractor shall provide and be responsible for: protection of equipment, materials, supplies and Work to prevent any damage, including from freezing, thermal shock, heat, water, and other damaging elements; providing proper and adequate drainage (temporary and permanent) of the site in connection with work of this Contract; damage to property as a result of work or operations under this Contract, including but not restricted to damage from water, excavation, underpinning, removal or changing or structural supports; collapse or other failure to the Project resulting from the Contractor’s acts, operations or work, including water undermining or creating pressure on the construction; pumping of water from work areas and excavations of this Contract, and spaces built, constructed or opened up under the Contract, and if necessary, installing temporary heat to keep the spaces dry; providing protection and planking on finished floors and other finished surfaces where work is being done by the Contractor or Subcontractors; closing and protecting all holes or openings through walls, floors and roofs that are cut or built by the Contractor or Subcontractors; and which will admit water to interior spaces during the construction period or will create a potential safety hazard; removal of snow to accomplish the Work; keeping premises in neat and orderly condition; eliminating fire hazards. § 10.5.5 As may be applicable to the Project and to its Work, the Contractor shall be responsible for the following: providing safe and adequate stairways (temporary and permanent) for the use of all trades; maintaining access to the site; proper protection by heating of an enclosed building during cold weather; protection for trees and other similar features, which are to remain, from damage from operations in connection with the Project, by boxing tree trunks and setting up barricades at sufficient distance to prevent damage to branches; the removal of accumulated snow and ice within a building, which generally shall be hauled out (not melted), unless it is a minor amount, as approved by Architect/Construction Manager. § 10.5.6 The Contractor and each of its Subcontractors shall provide storage and enclosures to protect and preserve the materials stored at and off the site. Materials such as wood, metal, cement, masonry materials, equipment of any type, conduit and similar materials, shall not be set directly on ground. Coverings shall be durable, watertight, fully cover sides as well as top, substantial and well anchored to prevent blowing away. Shed type enclosures shall be provided for easily damaged and small items. Any protection which becomes damaged shall be replaced immediately at the Contractor’s sole cost and expense. Contractor’s storage shall be reviewed and must be acceptable to the Construction Manager, as it relates to site coordination. ARTICLE 11 INSURANCE AND BONDS § 11.1 Contractor’s Liability Insurance § 11.1.1 The Contractor shall purchase and maintain commercial general liability insurance as required to protect the Contractor, Construction Manager, Architect and Owner from claims set forth below which may arise out of, result from, or are in any manner connected with, the execution of the Work provided for in this Contract, or occur or result from the use by Contractor, its agents or employees, of materials, equipment, instrumentalities or other property, whether the same be owned by the Construction Manager, Contractor, or third parties, whether such claims arise during Contract performance or subsequent to completion of operations under this Contract and whether operations be by the Contractor or by anyone directly or indirectly employed by Contractor, or by anyone for whose acts Contractor may be liable, and whether such claims are claims for which the Contractor may be, or may be claimed to be, liable. Such insurance shall include, without limitation, coverage and endorsements as will insure the Contractor’s obligations under the provisions of Subsection 3.18 herein. Insurance shall be purchased from a 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 34 company licensed to do business in the state where the Project is located, and shall be written for not less than the limits of liability specified below or required by law, whichever is greater. The types of claims, required coverages and minimum limits of liability are as follows: § 11.1.1.1 Claims under Worker’s Compensation, disability benefit and other similar employee benefit acts; claims for damages because of bodily injury, occupational sickness or disease or death of employees. Insurance coverages shall include Statutory Workers’ Compensation, including Employer’s Liability with a minimum limit of $100,000.00 for each employee. § 11.1.1.2 Claims for damages because of bodily injury, occupational sickness or disease, or death, by any person other than employees; claims for personal injuries which are sustained (1) by any person as a result of an act or omission directly or indirectly related to the employment of such person by the Contractor, or (2) any other person; claims for damages other than to the Work itself, because of injury to or destruction of tangible property including loss of use resulting therefrom. Insurance coverages shall include: .1 Premise-Operations .2 Products-Completed Operations .3 Blanket Contractual – Such insurance and endorsements as will insure the obligations under the provisions of Subsection 3.18 of this Document. .4 Broad Form Property Damage .5 Personal Injury .6 Blanket Explosion, Collapse and Underground Property Damage .7 Operations of Independent Contractors .8 Policy Limits: General Aggregate $2,000,000.00 Products/Completed Operations Aggregate $2,000,000.00 Personal Injury $2,000,000.00 Each Occurrence $2,000,000.00 § 11.1.1.3 Claims for damages because of bodily injury or death of any person, or any property damage, arising out of the ownership or use of any motor vehicle. Insurance coverage shall include: .1 Business Auto Liability insurance including owned, hired and non-owned vehicles with limits of $1,000,000.00 .2 Combined Single Limit for each accident for bodily injury and death, or property damage. § 11.1.1.4 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. § 11.1.1.5 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 $1,000,000 per claim and ($1,000,000 in the aggregate. § 11.1.1.6 If the Work involves the transport, dissemination, use, or release of pollutants or hazardous materials, the Contractor shall procure Pollution Liability insurance, with policy limits of not less than $1,000,000 per claim and $1,000,000 in the aggregate. § 11.1.1.7 Insurance for the use or operation of manned or unmanned aircraft, if the Work requires such activities, with policy limits of not less than $1,000,000 per claim and $1,000,000 in the aggregate. § 11.1.1.8 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 $3,000,000 per claim and $3,000,000 in the aggregate. § 11.1.1.9 The limits of liability specified in Section 11.1.1 shall be considered minimum requirements. 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 subsections (B) and (C) above, and in no event shall any excess or umbrella liability insurance provide narrower 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 35 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. § 11.1.1.10 All aforesaid insurance policies shall be underwritten with responsible insurance carriers, with Best’s Ratings of not less than A and X and otherwise satisfactory to Construction Manager and Owner and licensed to provide insurance in the state in which the Project is located. Non-admitted carriers may be considered on an individual basis. Approval of the insurance by the Construction Manager or Owner shall not relieve or decrease the liability of the Contractor. The Construction Manager, Architect and Owner do not in any way represent that the insurance or limits of insurance specified in this Section 11.1.1 are sufficient or adequate to protect the Contractor’s interests or liabilities, but are minimums. The Contractor is responsible, at Contractor’s expense and not a reimbursable expense, for providing any additional insurance Contractor deems necessary to protect Contractor’s interest from other hazards or claims in excess of the aforementioned minimum insurance coverages. § 11.1.1.11 The Construction Manager and Architect are intended third-party beneficiaries of the Contractor’s obligations in this Section 11.1. § 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption from the date of commencement of the Work until the date of final payment and termination of any coverage required to be maintained after final payment and, with respect to the Contractor’s completed operations coverage, until the expiration of the statute of repose applicable to such completed operations claims or for such other period for maintenance of completed operations coverage as specified in the Contract Documents. § 11.1.3 Certificates of Insurance, The Contractor shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article 11 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 11.1.2. The certificates will show the Owner, Architect and Construction Manager as additional insureds on the Contractor’s Commercial General Liability and excess or umbrella liability policy or policies. § 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. § 11.1.5 Additional Insured Obligations. To the fullest extent permitted by law, the Contractor shall cause the commercial general liability and umbrella excess 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 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 for which loss occurs during completed operations. The additional insured coverage shall be primary and non-contributory and without recourse to or contribution from any similar insurance carried by such additional insureds 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, CG 20 32 07 04. The Additional Insured status must be reflected on the Contractor’s Certificate of Insurance to Construction Manager and Owner. The Contractor shall provide Construction Manager with a copy of Contractor’s Commercial General Liability Insurance policy or such Additional Insured endorsement to confirm Contractor’s compliance with this section. 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 36 § 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 this Section 11.2. 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. § 11.2.4 Property Insurance § 11.2.4.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder’s risk “all risk” or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Section 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this Section 11.2.4 to be covered, whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors and Sub- subcontractors in the Project. § 11.2.4.2 Property insurance shall be on an “all-risk” or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for the Architect’s, Contractor’s, and Construction Manager’s services and expenses required as a result of such insured loss. § 11.2.4.3 If the Owner does not intend to purchase such property insurance required by the Contract and with all of the coverages in the amount described above, the Owner shall so inform the Contractor in writing prior to commencement of the Work. The Contractor may then effect insurance that will protect the interests of the Contractor, Subcontractors and Sub-subcontractors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner. If the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain insurance as described above, without so notifying the Contractor in writing, then the Owner shall bear all reasonable costs properly attributable thereto. 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 37 § 11.2.4.4 If the property insurance requires deductibles, the Owner shall pay costs not covered because of such deductibles. § 11.2.4.5 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in transit. § 11.2.4.6 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of 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. § 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 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 38 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. § 11.6 Performance Bond and Payment Bond § 11.6.1 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract (the "Bond"). § 11.6.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment obligations arising under the Contract, the Contractor shall furnish a copy of the Bond or shall authorize a copy to be furnished. The Bond shall be issued by a corporate surety company authorized to do business in the state in which the Project is located and the surety company shall be subject to the Owner’s approval. Fully executed copies of the Bond shall be provided to the Owner, Construction Manager and Architect. § 11.6.3 The minimum requirement for the Owner’s approval of the Surety shall be that the Surety is listed by the United States Treasury Department as acceptable for bonding federal projects and that the bond amount is within the limit set by the Treasury Department as the net limit on any single risk. There shall be no affiliation between the Contractor and the Surety Company, Agent or Agency. § 11.6.4 For public work or other projects subject to statutory bond requirements, the bond form shall be the two-part AIA Form A312 Performance Bond and Payment Bond, 1984 edition, and both parts shall comply with the statutory bond requirements of the state in which the Project is located. § 11.6.5 The Bond shall be in the amount of 100% of the full Contract Sum. When two part bonds are provided, the Bond shall be provided with 100% of the Contract Sum for the Performance Bond and 100% of the Contract Sum for the Payment Bond. § 11.6.6 The Bond shall guarantee the Contractor will perform each and every part of the Contract, cover all guarantees called for and insure prompt payment to all persons furnishing material or labor required in prosecution of the Work under the Contract. In the event of additions to the Contract, the Owner reserves the right to require evidence of additional bonding. § 11.6.7 The Bond shall provide: (1) for additions or deductions from the Work in any amount; (2) that completion time shall not be extended by reason of changes in the Work, unless agreed to at time of change; (3) that no notice of aforesaid alterations, additions, or omissions need to be given the Surety; and (4) permit occupancy by the Owner at any time. § 11.6.8 Final acceptance of the Work shall not relieve the Contractor nor Surety from their obligations under this Contract, including warranties of materials, equipment, installation or service. 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. The Contractor shall give timely notice to the Architect, through the Construction Manager, of the readiness of the work to be observed. § 12.1.2 If a portion of the Work has been covered which the Contract Documents require be observed before it is covered or 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. 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 39 § 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, unless the Owner elects to accept the Work as provided under Section 12.3. 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. Work rejected before final completion shall be corrected prior to the processing of the final Contractor’s Application and Certificate for Payment. § 12.2.2 After Substantial Completion § 12.2.2.1 In addition to the Contractor’s obligations under Section 3.5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof, or after the date for commencement of warranties established under Section 9.9.1, or by terms of any applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of notice from the Owner to do so, unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner, Construction Manager or Architect, the Owner may correct it in accordance with Section 2.5. The expiration of the above one year or any other specified time period, or any other period prescribed by law, shall not relieve the Contractor of the obligation for the expense to correct any latent defect in the Work or deficiencies which are not readily ascertained, including but not limited to defective materials and workmanship, defects attributable to material substitutions for specified materials, substandard performance or otherwise not in compliance with the Contract Documents. Such latent defects or deficiencies shall be corrected as provided in this Subsection 12.2. Following the correction or replacement of any of the Work, as above specified, the Contractor shall correct any defects or deficiencies in corrected or replaced materials and workmanship, which is found within one year after the date of correction or replacement. § 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. § 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. § 12.2.6 For the purpose of the commencement of the specified periods covered by this Article 12, or any other special specified period, the date of the inspection for Substantial Completion of the last unit, part or phase of the Work shall be the starting date of the period, for all of the Work, except for any work noted as incomplete or unsatisfactory at that time. The period covered by this article for said incomplete or unsatisfactory work shall start on the date of specifically noted dates of inspection for Substantial Completion, (or of acceptance, in writing, by the Owner of corrected Work), the date of the Architect’s issuance of the final Certificate and Application for Payment on the entire Contract will be the start of the period. 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 40 § 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 excluding that jurisdiction’s choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 15.4. § 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 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. 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 41 § 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 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate the parties agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. 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; .3 Because the Construction Manager has not certified or the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or .4 The Owner has failed to furnish to the Contractor reasonable evidence as required by Section 2.2. § 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, as well as reasonable overhead and profit on Work not executed, and 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. § 14.2 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, with the advice of the Architect and 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, three (3) days’ notice, terminate the employment of the Contractor and may: 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 42 .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 and may .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; and/or .4 Accept assignment of subcontracts pursuant to Section 5.4. § 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor and/or the Contractor's Surety shall not be entitled to receive further payment until the Work is finished. § 14.2.4 If the Owner completes the Work and the unpaid balance of the Contract Sum exceeds the costs of finishing the Work, including the Owner’s additional costs, attorney’s fees and compensation for the Construction Manager’s and Architect’s additional services, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages for the Owner to complete the Work exceed such unpaid balance, the Contractor and/or its Surety shall pay the difference to the Owner. The amount to be paid to the Contractor or to the Owner, as the case may be, shall, be certified by the Owner or Contractor and approved 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. Adjustment of the Contract Sum shall include profit. 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; for proven out-of-pocket loss with respect to materials, equipment, tools, and construction equipment and machinery incurred by reason of the termination, but excluding any fee or profit on any unperformed Work. ARTICLE 15 CLAIMS AND DISPUTES § 15.1 Claims § 15.1.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, a change in the Contract Time, or other relief with respect to the terms of the Contract. The term “Claim” also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. 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. 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 43 § 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. 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 either the Owner or Contractor, where the condition giving rise to the Claim is first discovered prior to expiration of the period for correction of the Work set forth in Section 12.2.2, shall be initiated by notice to the other party and to the Initial Decision Maker with a copy sent to the Construction Manager and Architect, if the Architect is not serving as the Initial Decision Maker. Claims by either party 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. § 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. § 15.1.7 Waiver of Claims for Consequential Damages. The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination in accordance with Article 14. Nothing contained in this Section 15.1.7 shall be deemed to preclude assessment of liquidated damages, when applicable, in accordance with the requirements of the Contract Documents. § 15.2 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 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 44 be referred to the Initial Decision Maker for initial decision. The Architect will serve as the Initial Decision Maker, unless otherwise indicated in the Agreement. Except for those Claims excluded by this Section 15.2.1, an initial decision shall be required as a condition precedent to mediation of any Claim. If an initial decision has not been rendered within 30 days after the Claim has been referred to the Initial Decision Maker, the party asserting the Claim may demand mediation and binding dispute resolution without a decision having been rendered. Unless the Initial Decision Maker and all affected parties agree, the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. § 15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that, in the Initial Decision Maker’s sole discretion, it would be inappropriate for the Initial Decision Maker to resolve the Claim. § 15.2.3 In evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner’s expense. § 15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of the request, and shall either (1) provide a response on the requested supporting data, (2) advise the Initial Decision Maker when the response or supporting data will be furnished, or (3) advise the Initial Decision Maker that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Initial Decision Maker will either reject or approve the Claim in whole or in part. § 15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that the Initial Decision Maker is unable to resolve the Claim. This initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) notify the parties, the Construction Manager, and the Architect, if the Architect is not serving as the Initial Decision Maker, of any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute resolution. § 15.2.6 Either party may file for mediation of an initial decision at any time. § 15.2.7 In the event of a Claim against the Contractor, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor’s default, the Owner may, but is not obligated to, notify the surety and request the surety’s assistance in resolving the controversy. § 15.2.8 If a Claim relates to or is the subject of a mechanic’s lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. § 15.3 Mediation § 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract, except those waived as provided for in Sections 9.10.4, 9.10.5, and 15.1.7, shall be subject to mediation as a condition precedent to binding dispute resolution. § 15.3.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 45 parties or court order. If an arbitration is stayed pursuant to this Section 15.3.2, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 15.3.3 Either party may, within 30 days from the date that mediation has been concluded without resolution of the dispute or 60 days after mediation has been demanded without resolution of the dispute, demand in writing that the other party file for binding dispute resolution. If such a demand is made and the party receiving the demand fails to file for binding dispute resolution within 60 days after receipt thereof, then both parties waive their rights to binding dispute resolution proceedings with respect to the initial decision. § 15.3.4 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 15.4 Arbitration § 15.4.1 If the parties have selected arbitration as the method for binding dispute resolution in the Agreement, any Claim subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of the Agreement. The Arbitration shall be conducted in the place where the Project is located, unless another location is mutually agreed upon. A demand for arbitration shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the arbitration. The party filing a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded. § 15.4.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the Claim. § 15.4.2 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. § 15.4.3 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement, shall be specifically enforceable under applicable law in any court having jurisdiction thereof. § 15.4.4 Consolidation or Joinder § 15.4.4.1 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation, (2) the arbitrations to be consolidated substantially involve common questions of law or fact, and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 15.4.4.2 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. § 15.4.4.3 The Owner and Contractor grant to any person or entity made a party to an arbitration conducted under this Section 15.4, whether by joinder or consolidation, the same rights of joinder and consolidation as those of the Owner and Contractor under this Agreement. ARTICLE 16 ADDITIONAL CONDITIONS § 16.1 ADDITIONAL DEFINITIONS 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 46 § 16.1.1 Provide: As used in connection with labor, materials and equipment shall mean to furnish and install complete, including connections to utilities or service, complete anchorage and suspension, fastening or anchor devices, trim, finish and other related work, unless specified otherwise. § 16.1.2 Accepted, approved, satisfactory, equal to, proper, as directed and similar terms: These shall mean the decision rests with the Architect, whose decision shall be final and binding upon the Contractor and subcontractors. § 16.1.3 Project, Work, Job: In the technical sections or on the drawings, these terms may be used interchangeably and are synonymous. They shall mean the facility, construction and/or improvement within the intent and scope of the Contract Documents. The terms shall mean the entire facility, or separable parts as appropriate to the use of the term, including that under subcontract where applicable, and includes labor, materials, equipment, services and skill. § 16.1.4 Notice to Proceed: This shall be written notice by the Construction Manager to the Contractor to commence Work of the Contract, issued either before or after execution of the Contract. In issuing the Notice, stipulations may be included as to time and other requirements that may condition commencement of the Work. § 16.2 USE OF DRAWINGS AND SPECIFICATIONS § 16.2.1 During construction, the Contractor shall examine and use all Specifications and Drawings for the Project, including those that may primarily pertain to other work the Contractor normally does not perform with his own forces. The Contractor shall use all of the Project Drawings and Specifications: for a complete understanding of the Project and the Work; to determine the type of construction and systems; for coordination; to determine what other work may be involved in various parts or phases; to anticipate and notify others when work will be required; and all other relevant matters related to the Project. The Contractor shall also be bound by all the requirements to complete his Work, that are applicable to, pertain to, or affect the Work, as may be shown or inferred by the entire set of Drawings and Specifications. § 16.3 PERIODIC PAYMENT ESTIMATE § 16.3.1 When required by the Owner to establish a schedule of money available to make payment of periodic Applications for Payment, the Contractor shall provide an estimate by months, of the anticipated amounts for each periodic payment. The retained percentage shall be considered in the estimate schedule, as well as anticipated job progress and materials delivery. The schedule will be deemed an estimate only, for financial planning purposes, and the Contractor shall not be bound to conform to the schedule. The schedule may be required by the Contract Documents or requested by the Owner after Contract execution. § 16.4 LAYOUT OF THE WORK § 16.4.1 Each Contractor shall employ a qualified engineer or registered surveyor to stake out and locate the construction, locate property markers and other points as needed to properly locate the Work under this Contract. § 16.4.2 The Contractor shall recognize that the drawings necessarily are diagrammatic, in many instances. All work and in particular, exposed piping, ducts, conduit and similar items shall be neatly and carefully laid out to provide the most useful space utilization and the most orderly appearance. Except as otherwise indicated or directed, piping and similar work shall be installed as close to ceilings and walls as conditions permit, located to prevent interference with other work or with the use of the spaces in the manner required by the functions of the room and the Owner. Valves shall be located in inconspicuous but accessible places. Before proceeding with any work, particularly where exposed, the Contractor shall carefully plan the layout and review it with the Architect and Construction Manager for acceptability of location. § 16.4.3 The Contractor shall verify grades, line levels and dimensions shown on drawings and report any errors or inconsistencies to Architect, through the Construction Manager for decision before commencing work. The Contractor and subcontractor shall be responsible for the correct location, dimensions and elevations of his Work. As the Work progresses, the Contractor shall be responsible for the layout of the exact location of all partitions and similar features, as guide to all trades. § 16.5 GENERAL QUALITY OF WORK, INSTALLATION AND OPERATION § 16.5.1 All of the Work shall be strictly first quality, in materials, erection, installation and workmanship. § 16.5.2 The Contractor shall request interpretations from the Architect, through the Construction Manager, for the following: Work indicated on the Drawings or specified in such a manner as to make it impossible to produce Work 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 47 of the highest quality within the space shown; possibilities of damaging effects of expansion and contraction; discrepancies found between Drawings or between Drawings and Specifications. If the Contractor does not request such interpretation, no excuse will be entertained thereafter for failure to carry out and guarantee the Work in a satisfactory manner. Elements of the Work intended to protect against the weather shall be guaranteed weatherproof and watertight. § 16.5.3 Proper performance of the Contract shall imply correct and proper placement, proper or published results for products and equipment, fitting and operation of fixed or movable and operating parts of the Work, including doors, windows, hardware and all systems and equipment. Materials and equipment shall be completed in every respect, with parts, connections, anchors, devices, backing, fittings and other necessary items, and shall be completely installed, anchored, fitted and placed in operating condition. Before buying, constructing or installing work, the Contractor shall notify the Architect of conditions which exist in the Contract Documents which will adversely affect proper operation of first quality installation. § 16.5.4 Throughout the Project, accommodate various materials and pieces of equipment that are fitted to other materials and equipment and various materials that are applied to which other materials attach. Take all reasonable precautions to insure materials, devices, items, equipment or other products can be satisfactorily applied or installed to each other or work of others and make necessary adjustments during preparation of shop drawings or in advance of field or shop work to accommodate other work. § 16.5.5 Materials or equipment shall be installed or applied according to directions of the manufacturer or recommendations of an association dealing primarily with materials, unless specifically designated otherwise. In no case shall installation, including any temporary work necessary (e.g., shoring), be below standard recommended by manufacturer. Where specified requirements exceed the manufacturer’s standards, the specification shall govern. Fabrication (including reinforcing and accessories) and installation shall be provided to insure proper placement and use of the item or material under the location, use, condition, and available space to serve intended function and to meet code requirements. Equipment and devices shall be provided and installed to “fail safe” under normal operating conditions and it shall be Contractor’s obligation to provide and install work in such manner. § 16.6 GENERAL FIRE SAFETY § 16.6.1 The Contractor shall exercise extreme care to maintain the exercise adequate fire safety precautions throughout construction. This shall include providing sufficient devices, watchmen, standby helpers or other precautions during construction, in use of temporary heat, welding, brazing, sweating, testing or other phases of work. Welding, brazing, cutting and sweating operations performed in vicinity of, or accessible to, combustible materials shall be adequately protected to make certain that sparks or hot slag do not reach the combustible materials and start a fire. Glass and glazed material shall be masked from splatter. When necessary to do cutting, welding, brazing, sweating, in vicinity of wood, or combustible material (and the combustible material cannot be removed), the materials shall be adequately protected with fireproof coverings. In addition, a helper shall be stationed nearby with property fire extinguishers to guard against sparks and fire. § 16.6.2 Whenever combustible materials have been exposed to sparks, molten metal, hot slag, or splatter, a watchman shall be kept at the place of work for at least two hours after completion to make sure that smoldering fires have not been started. Whenever cutting or welding operations are carried on in a vertical pipe shaft, a watchman to act as a fire guard shall be employed to examine floors below the point of cutting or welding. This fire guard shall be kept on duty at least two hours after completion of the work to guard against fires and he shall examine each level after this time, prior to leaving. § 16.7 RESPONSIBLE CONTRACTOR § 16.7.1 To the extent applicable, and to the full extent required by law, the Contractor (i) acknowledges that all provisions of Minn. Stat. § 16C.285 shall be fully incorporated herein by reference and made applicable to the Contract and (ii) shall comply with all provisions of Minn. Stat. § 16C.285, including, without limitation, verifying under oath to Owner the Contractor’s compliance and providing and updating a list of the Contractor’s first-tier subcontractors retained to provide any work on the Project. The Contractor is responsible to ensure compliance with the terms of Minn. Stat. § 16C.285 by all of its subcontractors. The Contractor shall indemnify the Owner and Construction Manager for all costs, expenses and damages (including reasonable attorney’s fees) incurred by the Owner or Construction Manager as a result of the Contractor’s failure to comply with the terms of this Section. The Contractor’s failure to comply with this Section shall constitute a material breach of the Contract. All references to 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 10:44:07 ET on 05/18/2021 under Order No.5414554448 which expires on 12/13/2021, 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. User Notes: (1414360935) 48 Minn. Stat. § 16C.285 in this Section shall mean the current version of such § 16C.285 applicable on the date of the Contract, including any replacement statute thereof. § 16.8 EXAMINATION OF BOOKS AND RECORDS § 16.8.1 The books, records, documents and accounting procedures and practices of the Contractor as they relate to this Contract are subject to examination of the Owner, and either the Legislative Auditor or the State Auditor, as appropriate, for a period of six (6) years following termination or expiration of this Contract. AIA® Document C132TM – 2019 Standard Form of Agreement Between Owner and Construction Manager as Adviser AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 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; A232™–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition; and B132™– 2019, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition. AIA Document A232™–2019 is adopted in this document by reference. Do not use with other general conditions unless this document is modified. ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AGREEMENT made as of the « » day of « » in the year « » (In words, indicate day, month and year.) BETWEEN the Owner: (Name, legal status, address, and other information) City of Otsego 13400 90th Street NE Otsego, MN 55330 and the Construction Manager: (Name, legal status, address, and other information) Kraus Anderson Construction Company 801 South 8th Street Minneapolis, MN 55404 for the following Project: (Name, location, and detailed description) New City Hall, Public Works Expansion, Renovation, Cold Storage and Prairie Center Improvements 139400 90th Street NE Otsego, MN 55330 The Architect: (Name, legal status, address, and other information) Wold Architects and Engineers 332 Minnesota Street St. Paul, MN 55101 The Owner and Construction Manager agree as follows. AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 2 TABLE OF ARTICLES 1 INITIAL INFORMATION 2 CONSTRUCTION MANAGER’S RESPONSIBILITIES 3 SCOPE OF CONSTRUCTION MANAGER’S BASIC SERVICES 4 SUPPLEMENTAL AND ADDITIONAL SERVICES 5 OWNER’S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1. [OPTIONAL – INCLUDE THE FOLLOWING LANGUAGE IF THIS AGREEMENT MAY COVER MULTIPLE PROJECTS – OTHERWISE DELETE] The Owner and the Construction Manager agree that this Agreement shall govern multiple independent Projects per the terms and conditions of this Agreement. In lieu of executing separate contracts for each such Project, the Owner and the Construction Manager have agreed to execute one contract that can be individually applicable to each such Project. Therefore, the Owner and the Construction Manager agree that this Agreement will be used for multiple independent and discrete Projects, each of which is referred to as a "Project" for purposes of this Agreement. The individual Projects shall be described in individual Amendments to this Agreement which shall be governed by this Agreement. Each individual Project Amendment shall provide a description of the Project, compensation terms, and other project-specific items or modifications to this Agreement required for the individual Project. If an Amendment for a particular Project modifies or excludes any terms of this Agreement, such modification shall apply only to the Project for which such Amendment is applicable and shall not modify this Agreement with respect to any other Project governed by this Agreement. (For each item in this section, insert the information or a statement such as “not applicable” or “unknown at time of execution.”) § 1.1.1 The Owner’s program for the Project: (Insert the Owner’s program, identify documentation that establishes the Owner’s program, or state the manner in which the program will be developed.) New City Hall – 28,000 SF Public Works Expansion – 35,500 SF Public Works Renovation – 4,500 SF New Cold Storage Building – 8,500 SF Prairie Center Renovations AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 3 § 1.1.2 The Project’s physical characteristics: (Identify or describe pertinent information about the Project’s physical characteristics, such as size; location; dimensions; geotechnical reports; site boundaries; topographic surveys; traffic and utility studies; availability of public and private utilities and services; legal description of the site, etc.) See 1.1.1 § 1.1.3 The Owner’s budget for the Cost of the Work, as defined in Section 6.1: (Provide total and, if known, a line item breakdown.) $23,592,500 § 1.1.4 The Owner’s anticipated design and construction milestone dates: .1 Design phase milestone dates, if any: « » .2 Construction commencement date: « » .3 Substantial Completion date or dates: « » .4 Other milestone dates: « » § 1.1.5 The Owner intends the following procurement method for the Project: (Identify method such as competitive bid or negotiated contract.) « » § 1.1.6 The Owner’s requirements for accelerated or fast-track design and construction, multiple bid packages, or phased construction are set forth below: (Identify any requirements for fast-track scheduling or phased construction and, if applicable, list number and type of bid/procurement packages.) « » § 1.1.7 The Owner’s anticipated Sustainable Objective for the Project: (Identify and describe the Owner’s Sustainable Objective for the Project, if any.) « » § 1.1.7.1 If the Owner identifies a Sustainable Objective, the Owner and Construction Manager shall endeavor to define the terms, conditions and services related to the Owner’s Sustainable Objective and may complete and incorporate AIA Document E235™–2019, Sustainable Projects Exhibit, Construction Manager as Adviser Edition, into this Agreement. If E235–2019 is incorporated into this Agreement, the Owner and Construction Manager shall incorporate the completed E235–2019 into the agreements with the consultants and contractors performing services or Work in any way associated with the Sustainable Objective. § 1.1.8 Other Project information: (Identify special characteristics or needs of the Project not provided elsewhere.) « » AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 4 § 1.1.9 The Owner identifies the following representative in accordance with Section 5.5: (List name, address, and other contact information.) « » « » « » « » « » « » § 1.1.10 The persons or entities, in addition to the Owner’s representative, who are required to review the Construction Manager’s submittals to the Owner are as follows: (List name, address, and other contact information.) « » § 1.1.11 The Owner shall retain the following consultants and Contractors: (List name, legal status, address, and other contact information.) .1 Land Surveyor: « »« » « » « » « » « » .2 Geotechnical Engineer: « »« » « » « » « » « » .3 Civil Engineer: « »« » « » « » « » « » .4 Contractors, as defined in Section 1.4: « » .5 Separate Contractors, as defined in Section 1.4: « » .6 Other, if any: (List any other consultants retained by the Owner.) « » AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 5 § 1.1.12 The Construction Manager identifies the following representative in accordance with Section 2.5: (List name, address, and other contact information.) Mark Kotten – Construction Executive Public Sector Kraus Anderson Construction Company 801 South 8th Street Minneapolis, MN 55404 Cell – 612-747-5357 Email: mark.kotten@krausanderson.com § 1.1.13 The Construction Manager’s staffing plan as required under Section 3.3.3 shall include: (List any specific requirements and personnel to be included in the staffing plan, if known.) « » § 1.1.14 The Construction Manager’s consultants retained under Basic Services, if any: (List name, legal status, address, and other contact information of any consultants.) « » § 1.1.15 The Construction Manager’s consultants retained under Supplemental Services: « » § 1.1.16 Other Initial Information on which this Agreement is based: « » § 1.2 The Owner and Construction Manager may rely on the Initial Information. Both parties, however, recognize that the Initial Information may materially change and, in that event, the Owner and the Construction Manager shall, by appropriate written agreement, appropriately adjust the Construction Manager’s services, schedule for the Construction Manager’s services, and the Construction Manager’s compensation. The Owner shall adjust the Owner’s budget for the Cost of the Work and the Owner’s anticipated design and construction milestones, as necessary, to accommodate material changes in the Initial Information. § 1.3 The Construction Manager shall assist the Owner and Architect in establishing 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. § 1.3.1 Any use of, or reliance on, all or a portion of a building information model without agreement to protocols governing the use of, and reliance on, the information contained in the model, shall be at the using or relying party’s sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. § 1.4 The term “Contractors” refers to persons or entities who perform Work under contracts with the Owner that are administered by the Construction Manager and Architect. The term “Contractors” is used to refer to such persons or entities, whether singular or plural. The term does not include the Owner’s own forces, or Separate Contractors, which are persons or entities who perform construction under separate contracts with the Owner not administered by the Construction Manager and Architect. ARTICLE 2 CONSTRUCTION MANAGER’S RESPONSIBILITIES § 2.1 The Construction Manager shall provide the services as set forth in this Agreement. § 2.2 The Construction Manager shall perform its services consistent with the skill and care ordinarily provided by construction managers practicing in the same or similar locality under the same or similar circumstances. The Construction Manager shall perform its services as expeditiously as is consistent with such skill and care and the orderly progress of the Project. AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 6 § 2.3 The Construction Manager shall provide its services in conjunction with the services of an Architect as described in AIA Document B132™–2019, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition. The Construction Manager shall not be responsible for actions taken by the Architect. § 2.4 The Construction Manager shall coordinate its services with those services provided by the Owner, the Architect, the Contractors, and the Owner’s other consultants and Separate Contractors. The Construction Manager shall be entitled to rely on, and shall not be responsible for, the accuracy and completeness of services and information furnished by the Owner, the Architect, and the Owner’s other consultants and Separate Contractors. The Construction Manager shall provide prompt written notice to the Owner if the Construction Manager becomes aware of any error, omission, or inconsistency in such services or information. § 2.5 The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project. § 2.6 The Construction Manager, as soon as practicable after execution of the Agreement, shall notify the Owner in writing of the names and qualifications of its proposed key staff members. Within 14 days of receipt of the names and qualifications of the Construction Manager’s proposed key staff members, the Owner may reply to the Construction Manager in writing, stating (1) whether the Owner has reasonable objection to a proposed key staff member or (2) that the Owner requires additional time to review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection. The Construction Manager shall not staff any employees on the Project to whom the Owner has made reasonable and timely objection. The Construction Manager shall not change its key staff members without the Owner’s consent, which shall not be unreasonably withheld or delayed. § 2.7 Except with the Owner’s knowledge and consent, the Construction Manager shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Construction Manager’s judgment with respect to this Project. § 2.8 The Construction Manager shall maintain the following insurance until termination of this Agreement. If any of the requirements set forth below are in addition to the types and limits the Construction Manager normally maintains, the Owner shall pay the Construction Manager as set forth in section 11.7. § 2.8.1 Commercial General Liability with policy limits of not less than « One Million Dollars » ($ « 1,000,000 » ) for each occurrence and « Two Million Dollars » ($ « 2,000,000 » ) in the aggregate for bodily injury and property damage. § 2.8.2 Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Construction Manager with policy limits of not less than « One Million Dollars » ($ « 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. § 2.8.3 The Construction Manager may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella liability insurance policies result in the same or greater coverage as the coverages required under Sections 2.8.1 and 2.8.2, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § 2.8.4 Workers’ Compensation at statutory limits and Employers Liability with policy limits not less than « Five Hundred Thousand Dollars » ($ « 500,000 » ) each accident, « Five Hundred Thousand Dollars » ($ « 500,000 » ) each employee, and « Five Hundred Thousand Dollars » ($ « 500,000 » ) policy limit. § 2.8.5 Professional Liability covering negligent acts, errors and omissions in the performance of professional services with policy limits of not less than « Five Million Dollars » ($ « 5,000,000 » ) per claim and « Five Million Dollars » ($ « 5,000,000 » ) in the aggregate. § 2.8.6 Reserved. AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 7 § 2.8.7 The Construction Manager shall provide certificates of insurance to the Owner that evidence compliance with the requirements in this Section 2.8. § 2.9 The Construction Manager shall assist the Owner, Architect, and other Project participants in establishing building information modeling and digital data protocols for the Project, which may be documented using AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. § 2.10 If a centralized electronic document management system will be used on the Project, the Construction Manager shall be responsible for managing and maintaining the centralized electronic document management system. § 2.11 The Construction Manager shall retain all Project related documents and information it receives, and the Owner and Architect shall have access to the documents and information. The Construction Manager shall transmit the documents and information to the Owner at final completion. ARTICLE 3 SCOPE OF CONSTRUCTION MANAGER’S BASIC SERVICES § 3.1 Definition The Construction Manager’s Basic Services consist of those described in this Article 3, and include usual and customary Preconstruction and Construction Phase Services. Services not set forth in this Article 3 are Supplemental or Additional Services. The Owner, Construction Manager, and Contractors may agree, in consultation with the Architect, for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. § 3.2 Preconstruction Phase § 3.2.1 The Construction Manager shall review the program furnished by the Owner and any evaluation of the Owner’s program provided by the Architect, to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner and Architect. § 3.2.2 The Construction Manager shall provide a preliminary evaluation of the Owner’s program, schedule and construction budget requirements, each in terms of the other. § 3.2.3 The Construction Manager shall prepare, and deliver to the Owner, for the Owner’s approval, a written Construction Management Plan that includes, at a minimum, the following: (1) preliminary evaluations required in Section 3.2.2, (2) a Project schedule, (3) cost estimates, (4) recommendations for Project delivery method, and (5) Contractors’ scopes of Work. The Construction Manager shall periodically update the Construction Management Plan, for the Owner’s approval, over the course of the Project. § 3.2.4 The Construction Manager shall prepare and periodically update the Project schedule included in the Construction Management Plan for the Architect’s review and the Owner’s acceptance. The Construction Manager shall obtain the Architect’s approval for the portion of the Project schedule relating to the performance of the Architect’s services. The Project schedule shall coordinate and integrate the Construction Manager’s services, the Architect’s services, other Owner consultants’ services, and the Owner’s responsibilities and highlight items that affect the Project’s timely completion. § 3.2.5 The Construction Manager shall update the Project schedule to include the components of the Work, including phasing of construction, times of commencement and completion required of each Contractor, ordering and delivery of products, including those that must be ordered in advance of construction, obtaining the required reviews and approvals of authorities having jurisdiction over the Project, and the occupancy requirements of the Owner. § 3.2.6 Based on the preliminary design and information prepared or provided by the Architect and other Owner consultants, the Construction Manager shall prepare, for the Architect’s review and Owner’s approval, preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume or similar conceptual estimating techniques, including the establishment of sufficient contingency to reasonably anticipate the development of the Project’s design documents. AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 8 § 3.2.7 The Construction Manager shall review design documents during their development and advise the Owner and Architect on proposed site use and improvements, selection of materials, building systems, and equipment. The Construction Manager shall also provide recommendations to the Owner and Architect, consistent with the Project requirements, on constructability; availability of materials and labor; sequencing for phased construction; time requirements for procurement, installation and construction; and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life-cycle data, and possible cost reductions. § 3.2.8 The Construction Manager shall review recommendations for systems, materials, or equipment for the impact upon cost, schedule, sequencing, constructability, and coordination among the Contractors. The Construction Manager shall discuss its findings with the Owner and the Architect, and assist the Owner and Architect with resolution, as necessary, of any such impacts. § 3.2.9 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall prepare and update, at appropriate intervals agreed to by the Owner, Construction Manager and Architect, an estimate of the Cost of the Work with increasing detail and refinement. The Construction Manager shall include in the estimate those costs to allow for further development of the design, bidding or negotiating, price escalation, and market conditions. The estimate shall be provided for the Architect’s review and the Owner’s approval. The Construction Manager shall inform the Owner and Architect in the event that the estimate of Cost of the Work exceeds the latest approved Project budget, and make recommendations for corrective action. § 3.2.10 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall consult with the Owner and Architect and make recommendations whenever the Construction Manager determines that the design, or details, adversely affect cost, scope, schedule, constructability, or quality of the Project. § 3.2.11 The Construction Manager shall provide recommendations and information to the Owner and Architect regarding the assignment of responsibilities for temporary Project facilities and equipment, materials and services for common use of the Contractors. The Construction Manager shall verify that such requirements and assignment of responsibilities are included in the proposed Contract Documents. § 3.2.12 The Construction Manager shall provide recommendations and information to the Owner regarding the allocation of responsibilities for safety programs among the Contractors. § 3.2.13 The Construction Manager shall provide recommendations to the Owner on the division of the Project into individual contracts for the construction of various categories of Work, including the method to be used for selecting Contractors and awarding Contracts for Construction. The Construction Manager shall review the Drawings and Specifications and make recommendations as required to provide that (1) the Work of the Contractors is coordinated, (2) all requirements for the Project are assigned to the appropriate Contract, (3) the likelihood of jurisdictional disputes is minimized, and (4) proper coordination is provided for phased construction. § 3.2.14 The Construction Manager shall make recommendations about, and coordinate the ordering and delivery of, materials in support of the schedule, including those that must be ordered in advance of construction. § 3.2.15 The Construction Manager shall assist the Owner in selecting, retaining, and coordinating the professional services of surveyors, geotechnical engineers, special consultants, and construction materials testing required for the Project. § 3.2.16 The Construction Manager shall provide an analysis of the types and quantities of labor required for the Project and review the availability of appropriate categories of labor required for critical phases. The Construction Manager shall make recommendations for actions designed to minimize adverse effects of labor shortages. § 3.2.17 The Construction Manager shall assist the Owner in obtaining information regarding applicable requirements for equal employment opportunity programs, and other programs as may be required by governmental and quasi- governmental authorities for inclusion in the Contract Documents. AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 9 § 3.2.18 Following the Owner’s approval of the Drawings and Specifications, the Construction Manager shall update and submit the latest estimate of the Cost of the Work and the Project schedule for the Architect’s review and the Owner’s approval. § 3.2.19 The Construction Manager, in consultation with the Owner, shall develop bidders’ interest in the Project and establish bidding schedules. The Construction Manager shall assist the Owner and the Architect with the development of the Bidding Documents, which consist of bidding requirements and proposed Contract Documents. The Construction Manager, with the assistance of the Architect, shall issue Bidding Documents to bidders and conduct pre-bid conferences with prospective bidders. The Construction Manager shall issue the current Project schedule with each set of Bidding Documents. The Construction Manager shall assist the Architect with regard to questions from bidders and with the issuance of addenda. § 3.2.20 The Construction Manager shall submit a list of prospective bidders for the Architect’s review and the Owner’s approval. § 3.2.21 The Construction Manager, with the assistance of the Architect, shall review bids, and prepare bid analyses, and make recommendations to the Owner for the Owner’s award of Contracts for Construction or rejection of bids. § 3.2.22 The Construction Manager, with the assistance of the Architect, shall assist the Owner in preparing Contracts for Construction. The Construction Manager shall advise the Owner on the acceptability of Subcontractors and material suppliers proposed by Contractors. The Owner will review and approve contracts consistent with the Owner’s approval process. § 3.2.23 The Construction Manager shall assist the Owner in obtaining building permits and special permits for permanent improvements, except for permits required to be obtained directly by the Contractors. The Construction Manager shall verify that the Owner has paid applicable fees and assessments. The Construction Manager shall assist the Owner and Architect in connection with the Owner’s responsibility for filing documents required for the approvals of governmental authorities having jurisdiction over the Project. § 3.2.24 If the Owner identified a Sustainable Objective in Article 1, the Construction Manager shall fulfill its Preconstruction Phase responsibilities per the agreed-upon terms, conditions and services related to the Owner’s Sustainable Objective. § 3.3 Construction Phase § 3.3.1 The Construction Manager shall provide on-site administration of the Contracts for Construction in cooperation with the Architect as set forth below and in AIA Document A232™–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition. If the Owner and Contractor modify AIA Document A232–2019, those modifications shall not affect the Construction Manager’s services under this Agreement unless the Owner and the Construction Manager amend this Agreement. § 3.3.2 Subject to Section 4.2 and except as provided in Section 3.3.30, the Construction Manager’s responsibility to provide Construction Phase Services commences with the award of the initial Contract for Construction and terminates on the date the Architect issues the final Certificate for Payment. § 3.3.3 The Construction Manager shall provide a staffing plan to include one or more representatives who shall be in attendance at the Project site whenever the Work is being performed. § 3.3.4 The Construction Manager shall provide administrative, management and related services to coordinate scheduled activities and responsibilities of the Contractors with each other and with those of the Construction Manager, the Owner and the Architect. The Construction Manager shall coordinate the activities of the Contractors in accordance with the latest approved Project schedule and the Contract Documents. § 3.3.5 The Construction Manager shall review and analyze the construction schedules provided by the Contractors to update the Project schedule, incorporating the activities of the Owner, Architect, and Contractors on the Project, including activity sequences and durations, allocation of labor and materials, processing of Shop Drawings, Product Data and Samples, and delivery and procurement of products, including those that must be ordered in advance of construction. The Project schedule shall include the Owner’s occupancy requirements showing portions of the Project having occupancy priority. The Construction Manager shall update and reissue the Project schedule as AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 10 required to show current conditions. If an update indicates that the previously approved Project schedule may not be met, the Construction Manager shall recommend corrective action to the Owner and Architect. § 3.3.6 The Construction Manager shall schedule and conduct meetings to discuss matters such as procedures, progress, coordination, and scheduling of the Work, and to develop solutions to issues identified. The Construction Manager shall prepare and promptly distribute minutes to the Owner, Architect and Contractors. § 3.3.7 In accordance with the Contract Documents and the latest approved Project schedule, and utilizing information from the Contractors, the Construction Manager shall review, analyze, schedule and coordinate the overall sequence of construction and assignment of space in areas where the Contractors are performing Work. § 3.3.8 The Construction Manager shall coordinate all tests and inspections required by the Contract Documents or governmental authorities, observe the on-site testing and inspections, and arrange for the delivery of test and inspection reports to the Owner and Architect. § 3.3.9 The Construction Manager shall endeavor to obtain satisfactory performance from each of the Contractors. The Construction Manager shall recommend courses of action to the Owner when requirements of a Contract are not being fulfilled. § 3.3.10 The Construction Manager shall monitor and evaluate actual costs for activities in progress and estimates for uncompleted tasks and advise the Owner and Architect as to variances between actual costs and budgeted or estimated costs. If a Contractor is required to submit a Control Estimate, the Construction Manager shall meet with the Owner and Contractor to review the Control Estimate. The Construction Manager shall promptly notify the Contractor if there are any inconsistencies or inaccuracies in the information presented. The Construction Manager shall also report the Contractor’s cost control information to the Owner. § 3.3.11 The Construction Manager shall develop cash flow reports and forecasts for the Project and include them in the Construction Manager’s progress reports. § 3.3.12 The Construction Manager shall maintain accounting records on authorized Work performed under unit costs, additional Work performed on the basis of actual costs of labor and materials, and other Work requiring accounting records. § 3.3.12.1 The Construction Manager shall develop and implement procedures for the review and processing of Applications for Payment by Contractors for progress and final payments. § 3.3.12.2 Not more frequently than monthly, the Construction Manager shall review and certify the amounts due the respective Contractors as follows: .1 Where there is only one Contractor responsible for performing the Work, the Construction Manager shall, within seven days after the Construction Manager receives the Contractor’s Application for Payment, review the Application, certify the amount the Construction Manager determines is due the Contractor, and forward the Contractor’s Application and Certificate for Payment to the Architect. .2 Where there is more than one Contractor responsible for performing different portions of the Project, the Construction Manager shall, within seven days after the Construction Manager receives each Contractor’s Application for Payment: (1) review the Applications and certify the amount the Construction Manager determines is due each Contractor; (2) prepare a Summary of Contractors’ Applications for Payment by summarizing information from each Contractor’s Application for Payment; (3) prepare a Project Application and Certificate for Payment; (4) certify the total amount the Construction Manager determines is due all Contractors collectively; and (5) forward the Summary of Contractors’ Applications for Payment and Project Application and Certificate for Payment to the Architect. § 3.3.12.3 The Construction Manager’s certification for payment shall constitute a representation to the Owner, based on the Construction Manager’s evaluations of the Work and on the data comprising the Contractors’ Applications for Payment, that, to the best of the Construction Manager’s knowledge, information and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and the Contractors are entitled to payment in the amount certified. The foregoing representations are subject to (1) an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion; (2) results AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 11 of subsequent tests and inspections; (3) correction of minor deviations from the Contract Documents prior to completion; and (4) specific qualifications expressed by the Construction Manager. The issuance of a Certificate for Payment shall further constitute a recommendation to the Architect and Owner that the Contractor be paid the amount certified. § 3.3.12.4 The certification of an Application for Payment or a Project Application for Payment by the Construction Manager shall not be a representation that the Construction Manager has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, procedures, or sequences for a Contractor’s own Work; (3) reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate each Contractor’s right to payment; or (4) ascertained how or for what purpose that Contractor has used money previously paid on account of the Contract Sum. § 3.3.13 The Construction Manager shall obtain and review the safety programs developed by each Contractor solely and exclusively for purposes of coordinating the safety programs with those of the other Contractors and for making recommendations for any additional safety measures to be considered in the Work of the Contractors. The Construction Manager’s responsibilities for coordination of safety programs shall not extend to direct control over or charge of the acts or omissions of the Contractors, Subcontractors, agents or employees of the Contractors or Subcontractors, or any other persons performing portions of the Work and not directly employed by the Construction Manager. § 3.3.14 The Construction Manager shall determine in general that the Work of each Contractor is being performed in accordance with the requirements of the Contract Documents and notify the Owner, Contractor and Architect of defects and deficiencies in the Work. The Construction Manager shall have the authority to reject Work that does not conform to the Contract Documents and shall notify the Architect about the rejection. The failure of the Construction Manager to reject Work shall not constitute acceptance of the Work. The Construction Manager shall record any rejection of Work in its daily log and include information regarding the rejected Work in its progress reports to the Architect and Owner pursuant to Section 3.3.22.1. Upon written authorization from the Owner, the Construction Manager may require and make arrangements for additional inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not the Work is fabricated, installed or completed, and the Construction Manager shall give timely notice to the Architect of when and where the tests and inspections are to be made so that the Architect may be present for such procedures. § 3.3.15 The Construction Manager shall advise and consult with the Owner and Architect during the performance of its Construction Phase Services. The Construction Manager shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Construction Manager shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work of each of the Contractors, since these are solely the Contractor’s rights and responsibilities under the Contract Documents. The Construction Manager shall not be responsible for a Contractor’s failure to perform the Work in accordance with the requirements of the Contract Documents. The Construction Manager shall be responsible to the Owner for the Construction Manager’s negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractors, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. § 3.3.16 The Construction Manager shall transmit to the Architect requests for interpretations, and requests for information of the meaning and intent of the Drawings and Specifications. The Construction Manager shall assist in the resolution of questions that may arise. § 3.3.17 The Construction Manager shall review requests for changes, assist in negotiating Contractors’ proposals, submit recommendations to the Architect and Owner, and, if the proposed changes are accepted or required by the Owner, prepare Change Orders or Construction Change Directives that incorporate the Architect’s modifications to the Contract Documents. § 3.3.18 The Construction Manager shall assist the Initial Decision Maker in the review, evaluation and documentation of Claims, subject to Section 4.2.2.7. § 3.3.19 Utilizing the submittal schedules provided by each Contractor, the Construction Manager shall prepare, and revise as necessary, a Project submittal schedule incorporating information from the Owner, Owner’s consultants, AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 12 Owner’s Separate Contractors and vendors, governmental agencies, and participants in the Project under the management of the Construction Manager. The Project submittal schedule and any revisions shall be submitted to the Architect for approval. § 3.3.20 The Construction Manager shall promptly review all Shop Drawings, Product Data, Samples, and other submittals from the Contractors for compliance with the submittal requirements of the Contract, coordinate submittals with information contained in related documents, and transmit to the Architect those that the Construction Manager recommends for approval. The Construction Manager’s actions shall be taken in accordance with the Project submittal schedule approved by the Architect, or in the absence of an approved Project submittal schedule, with such reasonable promptness as to cause no delay in the Work or in the activities of the Contractors, the Owner, or the Architect. § 3.3.20.1 If professional design services or certifications by a design professional related to systems, materials, or equipment are specifically required of the Contractors by the Contract Documents, the Construction Manager shall review those submittals for sequencing, constructability, and coordination impacts on the other Contractors. The Construction Manager shall discuss its findings with the Owner and the Architect, and assist the Owner and the Architect with resolution, as necessary, of any such impacts. § 3.3.21 The Construction Manager shall keep a daily log containing a record of weather, each Contractor’s Work on the site, number of workers, identification of equipment, Work accomplished, problems encountered, and other similar relevant data as the Owner may require. § 3.3.21.1 The Construction Manager shall collect, review for accuracy, and compile the Contractors’ daily logs; and include them in the Construction Manager’s reports prepared and submitted in accordance with section 3.3.21.2. § 3.3.21.2 The Construction Manager shall record the progress of the Project. On a monthly basis, or otherwise as agreed to by the Owner, the Construction Manager shall submit written progress reports to the Owner and Architect, showing percentages of completion and other information identified below: .1 Work completed for the period; .2 Project schedule status; .3 Submittal schedule and status report, including a summary of remaining and outstanding submittals; .4 Request for information, Change Order, and Construction Change Directive status reports; .5 Tests and inspection reports; .6 Status report of nonconforming and rejected Work; .7 Daily logs; .8 Summary of all Contractors’ Applications for Payment; .9 Cumulative total of the Cost of the Work to date including the Construction Manager’s compensation and reimbursable expenses at the job site, if any; .10 Cash-flow and forecast reports; .11 Photographs to document the progress of the Project; .12 Status reports on permits and approvals of authorities having jurisdiction; and .13 Any other items the Owner may require: « » § 3.3.21.3 In addition, for Projects constructed on the basis of the Cost of the Work, the Construction Manager shall include the following additional information in its progress reports: .1 Contractors’ work force reports; .2 Equipment utilization report; .3 Cost summary, comparing actual costs to updated cost estimates; and .4 Any other items as the Owner may require: « » § 3.3.22 Utilizing the documents provided by the Contractors, the Construction Manager shall make available, at the Project site, the Contract Documents, including Change Orders, Construction Change Directives, and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and the approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 13 be in electronic form or paper copy, available to the Owner, Architect, and Contractors. Upon completion of the Project, the Construction Manager shall deliver them to the Owner. § 3.3.23 The Construction Manager shall arrange for the delivery, storage, protection and security of Owner- purchased materials, systems and equipment that are a part of the Project until such items are incorporated into the Work. § 3.3.24 With the Owner’s maintenance personnel, the Construction Manager shall observe the Contractors’ final testing and start-up of utilities, operational systems and equipment and observe any commissioning as the Contract Documents may require. § 3.3.25 When the Construction Manager considers each Contractor’s Work or a designated portion thereof substantially complete, the Construction Manager shall, jointly with that Contractor, prepare for the Architect a list of incomplete or unsatisfactory items and a schedule for their completion. The Construction Manager shall assist the Architect in conducting inspections to determine whether the Work or designated portion thereof is substantially complete. § 3.3.26 When the Work of all of the Contractors, or designated portion thereof, is substantially complete, the Construction Manager shall prepare, and the Construction Manager and Architect shall execute, a Certificate of Substantial Completion. The Construction Manager shall submit the executed Certificate to the Owner and Contractors. The Construction Manager shall coordinate the correction and completion of the Work. Following issuance of a Certificate of Substantial Completion of the Work or a designated portion thereof, the Construction Manager shall perform an inspection to confirm the completion of the Work of the Contractors and make recommendations to the Architect when the Work of all of the Contractors is ready for final inspection. The Construction Manager shall assist the Architect in conducting the final inspection. § 3.3.27 The Construction Manager shall forward to the Owner, with a copy to the Architect, the following information received from the Contractors: (1) certificates of insurance ; (2) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (3) affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner against liens; and (4) any other documentation required of the Contractors under the Contract Documents, including warranties and similar submittals. § 3.3.28 The Construction Manager shall coordinate receipt, and delivery to the Owner, of other items provided by the Contractors, such as keys, manuals, and record drawings. The Construction Manager shall forward to the Architect a final Project Application for Payment and Project Certificate for Payment, or a final Application for Payment and final Certificate for Payment, upon the Contractors’ compliance with the requirements of the Contract Documents. § 3.3.29 Duties, responsibilities and limitations of authority of the Construction Manager as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner and Construction Manager. Consent shall not be unreasonably withheld. § 3.3.30 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Construction Manager shall, without additional compensation, conduct a meeting with the Owner and Architect to review the facility operations and performance. ARTICLE 4 SUPPLEMENTAL AND ADDITIONAL SERVICES § 4.1 Supplemental Services § 4.1.1 The services listed below are not included in Basic Services but may be required for the Project. The Construction Manager shall provide the listed Supplemental Services only if specifically designated in the table below as the Construction Manager’s responsibility, and the Owner shall compensate the Construction Manager as provided in Section 11.2. Unless otherwise specifically addressed in this Agreement, if neither the Owner nor the Construction Manager is designated, the parties agree that the listed Supplemental Service is not being provided for the Project. (Designate the Construction Manager’s Supplemental Services and the Owner’s Supplemental Services required for the Project by indicating whether the Construction Manager or Owner shall be responsible for providing the identified Supplemental Service. Insert a description of the Supplemental Services in Section 4.1.2 below or attach the description of services as an exhibit to this Agreement.) AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 14 Supplemental Services Responsibility (Construction Manager, Owner or not provided) § 4.1.1.1 Measured drawings Owner § 4.1.1.2 Tenant-related services Owner, if required § 4.1.1.3 Commissioning Owner, if required § 4.1.1.4 Development of a commissioning plan Owner, if required § 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 N/A § 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, if required § 4.1.1.11 Furnish geotechnical engineering services Owner § 4.1.1.12 Provide insurance advice Owner, if required § 4.1.1.13 Provide supplemental Project risk analysis and mitigation strategies Owner, if required § 4.1.1.14 Stakeholder relationships management N/A § 4.1.1.15 Owner moving coordination N/A § 4.1.1.16 Coordination of Owner’s Separate Contractors Owner, if required § 4.1.1.17 Other Supplemental Services N/A § 4.1.2 Description of Supplemental Services § 4.1.2.1 A description of each Supplemental Service identified in Section 4.1.1 as the Construction Manager’s responsibility is provided below. (Describe in detail the Construction Manager’s Supplemental Services identified in Section 4.1.1 or, if set forth in an exhibit, identify the exhibit.) « » § 4.1.2.2 A description of each Supplemental Service identified in Section 4.1.1 as the Owner’s responsibility is provided below. (Describe in detail the Owner’s Supplemental Services identified in Section 4.1.1 or, if set forth in an exhibit, identify the exhibit.) « » § 4.1.3 If the Owner identified a Sustainable Objective in Article 1, the Construction Manager shall provide, as a Supplemental Service, the Sustainability Services per the agreed-upon terms, conditions and services related to the Owner’s Sustainable Objective. The Owner shall compensate the Construction Manager as provided in Section 11.2. § 4.2 Construction Manager’s Additional Services § 4.2.1 The Construction Manager may provide Additional Services after execution of this Agreement, without invalidating this Agreement. Except to the extent services are required due to the fault of the Construction Manager, any Additional Services provided in accordance with this Section 4.2 shall entitle the Construction Manager to compensation pursuant to Section 11.3. § 4.2.2 Upon recognizing the need to perform the following Additional Services, the Construction Manager shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Construction Manager shall not proceed to provide the following Additional Services until the Construction Manager receives the Owner’s written authorization: .1 Services necessitated by a change in the Initial Information, previous instructions or approvals given by the Owner, or a material change in the Project including size, quality, complexity, the Owner’s AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 15 schedule or budget for Cost of the Work, or procurement or delivery method, or bid packages in addition to those listed in Section 1.1.6. Services necessitated by sections 6.4 and 6.6 shall not be considered additional services; .2 Services necessitated by the enactment or revision of codes, laws, regulations or official interpretations after the date of this Agreement; .3 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of performance on the part of the Owner or the Owner’s other consultants or contractors; .4 Preparation of documentation for alternate bid or proposal requests proposed by the Owner; .5 Preparation for, and attendance at, a public presentation, meeting or hearing; .6 Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding, except where the Construction Manager is party thereto; .7 Consultation concerning replacement of Work resulting from fire or other cause during construction and furnishing services required in connection with the replacement of such Work; or .8 Assistance to the Initial Decision Maker. § 4.2.3 To avoid delay in the Construction Phase, the Construction Manager shall provide the following Additional Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If, upon receipt of the Construction Manager’s notice, the Owner determines that all or parts of the services are not required, the Owner shall give prompt written notice to the Construction Manager of the Owner’s determination. The Owner shall compensate the Construction Manager for the services provided prior to the Construction Manager’s receipt of the Owner’s notice: .1 Providing assistance to the Initial Decision Maker in evaluating an extensive number of Claims submitted by a Contractor or others in connection with the Work. .2 Services required in an emergency to coordinate the activities of a Contractor or Contractors in the event of risk of personal injury or serious property damage, consistent with Section 3.3.15. § 4.2.4 Except for services required under Section 3.3.30, Construction Phase Services provided more than 60 days after (1) the date of Substantial Completion of the Work, or (2) the anticipated date of Substantial Completion identified in the Initial Information, whichever is earlier, shall be compensated as Additional Services to the extent the Construction Manager incurs additional cost in providing those Construction Phase Services. § 4.2.5 If the services covered by this Agreement have not been completed within « » ( « » ) months of the date of this Agreement, through no fault of the Construction Manager, extension of the Construction Manager’s services beyond that time shall be compensated as Additional Services. ARTICLE 5 OWNER’S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including a written program, which shall set forth the Owner’s objectives; schedule; constraints and criteria; special equipment; systems; and site requirements. § 5.2 The Owner shall establish the Owner’s budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1; (2) the Owner’s other costs; and (3) reasonable contingencies related to all of these costs. The Owner shall update the Owner’s budget for the Project as necessary throughout the duration of the Project until final completion. If the Owner significantly increases or decreases the Owner’s budget for the Cost of the Work, the Owner shall notify the Construction Manager and Architect. The Owner and the Architect, in consultation with the Construction Manager, shall thereafter agree to a corresponding change in the Project’s scope and quality. § 5.3 The Owner acknowledges that accelerated, phased, or fast-track design and construction provides a benefit, but also carries with it the risk of additional costs. If the Owner selects accelerated, phased or fast-track scheduling, the Owner agrees to include in the budget for the Project sufficient contingencies to cover such costs. § 5.4 The Owner shall retain an Architect to provide services, duties and responsibilities as described in AIA Document B132–2019, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition. The Owner shall provide the Construction Manager with a copy of the scope of services in the agreement executed between the Owner and Architect, and any further modifications to the Architect’s scope of services in the agreement. AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 16 § 5.5 The Owner shall identify a representative authorized to act on the Owner’s behalf with respect to the Project. The Owner shall render decisions pertaining to documents the Construction Manager submits in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Construction Manager’s services. § 5.6 Unless otherwise required by this Agreement to be provided by the Construction Manager, the Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries, and contours of the site; locations, dimensions, and other necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 5.7 Unless otherwise required by this Agreement to be provided by the Construction Manager, the Owner shall furnish services of geotechnical engineers, which may include test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 5.8 The Owner shall provide the Supplemental Services designated as the Owner’s responsibility in Section 4.1.1. § 5.9 If the Owner identified a Sustainable Objective in Article 1, the Owner shall fulfill its responsibilities as required in AIA Document E235™–2019, Sustainable Projects Exhibit, Construction Manager as Adviser Edition, attached to this Agreement. § 5.10 The Owner shall coordinate the services of its own consultants with those services provided by the Construction Manager. Upon the Construction Manager’s request, the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner’s consultants. The Owner shall furnish the services of consultants other than those designated as the responsibility of the Construction Manager in this Agreement, or authorize the Construction Manager to furnish them as an Additional Service, when the Construction Manager requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants and contractors maintain insurance, including professional liability insurance, as appropriate to the services or work provided. § 5.11 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 5.12 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner’s needs and interests. § 5.13 The Owner shall provide prompt written notice to the Construction Manager and Architect if the Owner becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect’s Instruments of Service or any fault or defect in the Construction Manager’s services. § 5.14 The Owner reserves the right to perform construction and operations related to the Project with the Owner’s own forces, and to award contracts in connection with the Project which are not part of the Construction Manager’s responsibilities under this Agreement. The Construction Manager shall notify the Owner if any such independent action will interfere with the Construction Manager’s ability to perform the Construction Manager’s responsibilities under this Agreement. When performing construction or operations related to the Project, the Owner agrees to be subject to the same obligations and to have the same rights as the Contractors. § 5.15 The Owner shall communicate with the Contractors and the Construction Manager’s consultants through the Construction Manager about matters arising out of or relating to the Contract Documents. The Owner and Construction Manager shall include the Architect in all communications that relate to or affect the Architect’s services or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Construction Manager otherwise relating to the Project. Communications by and with the Architect’s consultants shall be through the Architect. AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 17 § 5.16 Before executing the Contracts for Construction, the Owner shall coordinate the Construction Manager’s duties and responsibilities set forth in the Contracts for Construction with the Construction Manager’s services set forth in this Agreement. The Owner shall provide the Construction Manager a copy of the executed agreements between the Owner and Contractors, including the General Conditions of the Contracts for Construction. § 5.17 The Owner shall provide the Construction Manager access to the Project site prior to commencement of the Work and shall obligate the Contractors to provide the Construction Manager access to the Work wherever it is in preparation or progress. § 5.18 Within 15 days after receipt of a written request from the Construction Manager, the Owner shall furnish the requested information as necessary and relevant for the Construction Manager to evaluate, give notice of, or enforce lien rights. § 5.19 The services, information and reports provided by the Owner pursuant to this Article 5 shall be provided at the Owner’s expense, and the Construction Manager shall be entitled to rely upon the accuracy and completeness thereof. ARTICLE 6 COST OF THE WORK § 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include the Contractors’ general conditions costs, overhead and profit. The Cost of the Work also includes the reasonable value of labor, materials, and equipment, donated to, or otherwise furnished by, the Owner. The Cost of the Work includes the compensation of the Construction Manager and Construction Manager’s Consultants during the Construction Phase only, including compensation for reimbursable expenses at the job site, if any. The Cost of the Work does not include the compensation of the Architect; the costs of the land, rights-of-way, financing, or contingencies for changes in the Work; or other costs that are the responsibility of the Owner. § 6.2 The Owner’s budget for the Cost of the Work is provided in Initial Information, and shall be adjusted throughout the Project as required under Sections 5.2 and 6.4. Evaluations of the Owner’s budget for the Cost of the Work, and the estimates of the Cost of the Work prepared by the Construction Manager, represent the Construction Manager’s judgment as a person or entity familiar with the construction industry. It is recognized, however, that neither the Construction Manager nor the Owner has control over the cost of labor, materials; or equipment; the Contractors’ methods of determining bid prices; or competitive bidding, market, or negotiating conditions. Accordingly, the Construction Manager cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner’s budget for the Cost of the Work, or from any estimate of the Cost of the Work, or evaluation, prepared or agreed to by the Construction Manager. § 6.3 If the Architect is providing cost estimating services as a Supplemental Service, and a discrepancy exists between the Construction Manager’s cost estimates and the Architect’s cost estimates, the Construction Manager and the Architect shall work together to reconcile the cost estimates. § 6.4 If the Construction Manager’s estimate of the Cost of the Work exceeds the Owner’s budget for the Cost of the Work, the Construction Manager, in consultation with the Architect, shall make appropriate recommendations to the Owner to adjust the Project’s size, quality, or budget for the Cost of the Work, and the Owner shall cooperate with the Construction Manager and Architect in making such adjustments. § 6.5 If the Construction Manager’s estimate of the Cost of the Work exceeds the Owner’s budget for the Cost of the Work, the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; .2 terminate in accordance with Section 9.5; .3 in consultation with the Construction Manager and Architect, revise the Project program, scope, or quality as required to reduce the Cost of the Work; or .4 implement any other mutually acceptable alternative. § 6.6 If the Owner chooses to revise the Project program, scope, or quality to reduce the Cost of the Work pursuant to Section 6.5.3, or if the bids or proposals received from the prospective Contractors, in the aggregate, exceed the Owner’s budget for the Cost of the Work, and the Owner chooses to revise the Project program, scope, or quality to reduce the Cost of the Work , the Construction Manager shall cooperate with the Owner and Architect to develop AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 18 the necessary revisions, update the cost estimate, and obtain additional bids. The Construction Manager will perform the services described in Sections 6.4 and 6.6 without additional compensation. ARTICLE 7 COPYRIGHTS AND LICENSES The Construction Manager and the Construction Manager’s consultants, if any, shall not own or claim a copyright in the Instruments of Service. The Construction Manager, the Construction Manager’s consultants, if any, and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. ARTICLE 8 CLAIMS AND DISPUTES § 8.1 General § 8.1.1 The Owner and Construction Manager shall commence all claims and causes of action against the other and arising out of or related to this Agreement, whether in contract, tort, or otherwise, in accordance with the requirements of the binding dispute resolution method selected in this Agreement and within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Construction Manager waive all claims and causes of action not commenced in accordance with this Section 8.1.1. § 8.1.2 To the extent damages are covered by property insurance, the Owner and Construction Manager waive all rights against each other and against the contractors, consultants, agents, and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A232–2019, General Conditions of the Contract for Construction. The Owner or the Construction Manager, as appropriate, shall require of the contractors, consultants, agents, and employees of any of them, similar waivers in favor of the other parties enumerated herein. § 8.1.3 The Construction Manager shall indemnify and hold the Owner and the Owner’s officers and employees harmless from and against damages, losses and judgments arising from claims by third parties, including reasonable attorneys’ fees and expenses recoverable under applicable law, but only to the extent they are caused by the negligent acts or omissions of the Construction Manager, its employees and its consultants in the performance of professional services under this Agreement. The Construction Manager’s obligation to indemnify and hold the Owner and the Owner’s officers and employees harmless does not include a duty to defend. The Construction Manager’s duty to indemnify the Owner under this Section 8.1.3 shall be limited to the available proceeds of the insurance coverage required by this Agreement. § 8.1.4 The Construction Manager and Owner waive consequential damages for claims, disputes, or other matters in question, arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination of this Agreement, except as specifically provided in Section 9.7. § 8.2 Mediation § 8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out of the Construction Manager’s services, the Construction Manager may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 8.2.2 The Owner and Construction Manager shall endeavor to resolve claims, disputes and other matters in question between them by mediation, which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of this Agreement. A request for mediation shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 19 § 8.2.3 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding dispute resolution shall be the following: (Check the appropriate box.) [ « X » ] Arbitration pursuant to Section 8.3 of this Agreement [ « » ] Litigation in a court of competent jurisdiction [ « » ] Other: (Specify) « » If the Owner and Construction Manager do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, the dispute will be resolved in a court of competent jurisdiction. § 8.3 Arbitration § 8.3.1 If the parties have selected arbitration as the method for binding dispute resolution in this Agreement, any claim, dispute or other matter in question arising out of or related to this Agreement subject to, but not resolved by, mediation shall be subject to arbitration, which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of this Agreement. A demand for arbitration shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity administering the arbitration. § 8.3.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the claim, dispute or other matter in question would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the claim, dispute or other matter in question. § 8.3.2 The foregoing agreement to arbitrate, and other agreements to arbitrate with an additional person or entity duly consented to by parties to this Agreement, shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. § 8.3.3 The award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. § 8.3.4 Consolidation or Joinder § 8.3.4.1 Either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation; (2) the arbitrations to be consolidated substantially involve common questions of law or fact; and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 8.3.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. § 8.3.4.3 The Owner and Construction Manager grant to any person or entity made a party to an arbitration conducted under this Section 8.3, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner and Construction Manager under this Agreement. AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 20 § 8.4 The provisions of this Article 8 shall survive the termination of this Agreement. ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Construction Manager in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Construction Manager’s option, cause for suspension of performance of services under this Agreement. If the Construction Manager elects to suspend services, the Construction Manager shall give seven days’ written notice to the Owner before suspending services. In the event of a suspension of services, the Construction Manager shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Owner shall pay the Construction Manager all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Construction Manager’s services. The Construction Manager’s fees for the remaining services and the time schedules shall be equitably adjusted. § 9.2 If the Owner suspends the Project, the Construction Manager shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Construction Manager shall be compensated for expenses incurred in the interruption and resumption of the Construction Manager’s services. The Construction Manager’s fees for the remaining services and the time schedules shall be equitably adjusted. § 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Construction Manager, the Construction Manager may terminate this Agreement by giving not less than seven days’ written notice. § 9.4 Either party may terminate this Agreement upon not less than seven days’ written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 9.5 The Owner may terminate this Agreement upon not less than seven days’ written notice to the Construction Manager for the Owner’s convenience and without cause. § 9.6 If the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Construction Manager terminates this Agreement pursuant to Section 9.3, the Owner shall compensate the Construction Manager for services performed prior to termination, Reimbursable Expenses incurred, and costs attributable to termination, including the costs attributable to the Construction Manager’s termination of consultant agreements. § 9.7 In addition to any amounts paid under Section 9.6, if the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Construction Manager terminates this Agreement pursuant to Section 9.3, the Owner shall pay to the Construction Manager the following termination fee: (Set forth below the amount of any termination fee, or the method for determining any termination fee.) Payment for services performed and costs incurred by reason of such termination, along with reasonable profit on services not completed during the Construction Phase. § 9.8 Except as otherwise expressly provided herein, this Agreement shall terminate one year from the date of Substantial Completion. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located, excluding that jurisdiction’s choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 8.3. § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A232–2019, General Conditions of the Contract for Construction, except for purposes of this Agreement, the term “Work” shall include the work of all Contractors under the administration of the Construction Manager and the Architect. § 10.3 The Owner and Construction Manager, respectively, bind themselves, their agents, successors, assigns, and legal representatives to this Agreement. Neither the Owner nor the Construction Manager shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 21 providing financing for the Project if the lender agrees to assume the Owner’s rights and obligations under this Agreement, including any payments due to the Construction Manager by the Owner prior to the assignment. § 10.4 If the Owner requests the Construction Manager to execute certificates, the proposed language of such certificates shall be submitted to the Construction Manager for review at least 14 days prior to the requested dates of execution. If the Owner requests the Construction Manager to execute consents reasonably required to facilitate assignment to a lender, the Construction Manager shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Construction Manager for review at least 14 days prior to execution. The Construction Manager shall not be required to execute certificates or consents that would require knowledge, services, or responsibilities beyond the scope of this Agreement. § 10.5 Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a third party against either the Owner or Construction Manager. § 10.6 Unless otherwise required in this Agreement, the Construction Manager shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. § 10.7 The Construction Manager shall have the right to include photographic or artistic representations of the design of the Project among the Construction Manager’s promotional and professional materials. The Construction Manager shall provide professional credit for the Architect and the Contractors in the Construction Manager’s promotional materials for the Project. The Construction Manager shall be given reasonable access to the completed Project to make such representations. However, the Construction Manager’s materials shall not include the Owner’s confidential or proprietary information if the Owner has previously advised the Construction Manager in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Construction Manager in the Owner’s promotional materials for the Project. This Section 10.7 shall survive the termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 9.4. § 10.8 If the Construction Manager or Owner receives information specifically designated as “confidential” or “business proprietary,” the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except as set forth in Section 10.8.1. This Section 10.8 shall survive the termination of this Agreement. § 10.8.1 The receiving party may disclose "confidential" or "business proprietary" information after 7 days’ notice to the other party, when required by law, arbitrator’s order, or court order, including a subpoena or other form of compulsory legal process issued by a court or governmental entity, or to the extent such information is reasonably necessary for the receiving party to defend itself in any dispute. The receiving party may also disclose such information to its employees, consultants, or contractors in order to perform services or work solely and exclusively for the Project, provided those employees, consultants and contractors are subject to the restrictions on the disclosure and use of such information as set forth in this Section 10.8. § 10.9 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining provisions. If it is determined that any provision of the Agreement violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Agreement shall be construed, to the fullest extent permitted by law, to give effect to the parties’ intentions and purposes in executing the Agreement. ARTICLE 11 COMPENSATION § 11.1 For the Construction Manager’s Basic Services described under Article 3, the Owner shall compensate the Construction Manager as follows: § 11.1.1 For Preconstruction Phase Services in Section 3.2: (Insert amount of, or basis for, compensation, including stipulated sums, multiples or percentages.) Lump Sum of $25,000.00 for 12 months of Preconstruction Phase Services from the date of this Agreement. Should the Preconstruction Phase exceed the above period, the Construction Manager’s time shall be billed at the hourly rates set forth in Section 11.5. AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 22 § 11.1.2 For Construction Phase Services in Section 3.3: (Insert amount of, or basis for, compensation, including stipulated sums, multiples or percentages.) [OPTION] The Construction Manager shall be paid (i) a fee of 1.6% of the Cost of the Work defined in Article 6, (ii) the Construction Manager’s costs for administrating and managing the Project at the hourly rates set forth in Section 11.5.1, (iii) the costs of Construction Manager’s field labor for general conditions work at the hourly rates set forth in section 11.5.2, and (iv) any Reimbursable Expenses. § 11.2 For the Construction Manager’s Supplemental Services designated in Section 4.1.1, and for any Sustainability Services required pursuant to Section 4.1.3, the Owner shall compensate the Construction Manager as follows: (Insert amount of, or basis for, compensation. If necessary, list specific services to which particular methods of compensation apply.) At the hourly rates set forth in Sections 11.5.1 and 11.5.2, plus Reimbursable Expenses. § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.2, the Owner shall compensate the Construction Manager as follows: (Insert amount of, or basis for, compensation.) At the hourly rates set forth in Sections 11.5.1 and 11.5.2, plus Reimbursable Expenses. § 11.4 Compensation for Supplemental and Additional Services of the Construction Manager’s consultants when not included in Sections 11.2 or 11.3, shall be the amount invoiced to the Construction Manager plus « » percent ( « » %), or as follows: (Insert amount of, or basis for computing, Construction Manager’s consultants’ compensation for Supplemental or Additional Services.) « » § 11.5 The hourly billing rates for services of the Construction Manager and the Construction Manager’s consultants are set forth below. The rates shall be adjusted in accordance with the Construction Manager’s and Construction Manager’s consultants’ normal review practices. (If applicable, attach an exhibit of hourly billing rates or insert them below.) [OPTION] § 11.5.1 Hourly Rates for administrative and management personnel: Personnel Category Rate Per Hour Senior Project Manager $166.00 / hour Project Manager $139.00 / hour Assistant Project Manager $110.00 / hour Estimator $139.00 / hour General Superintendent $151.00 / hour Project Superintendent $137.00 / hour Assistant Superintendent $125.00 / hour Clerical $70.00 / hour Accounting $70.00 / hour Safety Director $152.00 / hour Quality Manager $143.00 / hour MEP Coordinator $155.00 / hour The rates set forth above shall be in effect through December 31, 2024. Thereafter the rates shall be increased by three percent (3.0%) per year as of January 1 of each subsequent year. AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 23 For the Construction Manager’s costs for administrating and managing the Project referenced in Section 11.1.2(ii), the Construction Manager’s compensation shall be a stipulated sum of $______________________. This stipulated sum assumes a _______________-month schedule for the Construction Phase. Should the Construction Phase extend beyond ______________ months, the Construction Manager is entitled to charge additional amounts at the hourly rates set forth above not to exceed the following: (i) $_________________ per each additional week, or (ii) $________________ per each additional month. § 11.5.2 Regular Hourly Rates for field labor personnel for any miscellaneous general requirements or general conditions-type work: Personnel Category Rate Per Hour Carpenter - Journeyman $104.90 / hour Carpenter - Foreman $110.01 / hour Carpenter – General Foreman $114.39 / hour Laborer - Journeyman $95.63 / hour Laborer - Foreman $100.01 / hour Operator – G1 $107.32 / hour Operator – G2 $106.81/ hour Operator – G3 $104.67 / hour Operator – G4 $104.16 / hour Operator – G5 $101.25 / hour Operator – G6 $98.96 / hour Operator – G7 $97.25 / hour Operator – G8 $94.2 / hour The rates set forth above shall be increased in accordance with the terms of any applicable collective bargaining agreement. The rates for any miscellaneous tool or equipment rentals shall be at the rates set forth in Exhibit A. § 11.6 Compensation for Reimbursable Expenses § 11.6.1 Reimbursable Expenses are in addition to compensation for Basic, Supplemental, and Additional Services and include expenses incurred by the Construction Manager and the Construction Manager’s consultants directly related to the Project, as follows: .1 Transportation and authorized out-of-town travel and subsistence; .2 Long distance services, dedicated data and communication services, teleconferences, Project web sites, and extranets; .3 Permitting and other fees required by authorities having jurisdiction over the Project; .4 Printing, reproductions, plots, and standard form documents; .5 Postage, handling, and delivery; .6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner; .7 Professional photography, and presentation materials requested by the Owner; .8 If required by the Owner, and with the Owner’s prior written approval, the Construction Manager’s consultants’ expenses of professional liability insurance dedicated exclusively to this Project, or the expense of additional insurance coverage or limits in excess of that normally maintained by the Construction Manager’s consultants; .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; .11 General conditions expenditures; .12 General liability, professional liability, and umbrella liability insurance at a rate of 0.95% of the cost of the Construction Manager’s Preconstruction and Construction Phase services; .13 Coordination of warranty work required to be performed by the Contractors after substantial completion of the Project at a rate of 0.15% of the Cost of the Work defined in Article 6; and .14 Other similar Project-related expenditures. AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 24 § 11.6.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Construction Manager and the Construction Manager’s consultants plus 1.60 percent ( 1.60 %) of the expenses incurred. § 11.7 Construction Manager’s Insurance. If the types and limits of coverage required in Section 2.8 are in addition to the types and limits the Construction Manager normally maintains, the Owner shall pay the Construction Manager for the additional costs incurred by the Construction Manager for the additional coverages as set forth below. (Insert the additional coverages the Construction Manager is required to obtain in order to satisfy the requirements set forth in Section 2.8, and for which the Owner shall reimburse the Construction Manager.) « » § 11.8 Payments to the Construction Manager § 11.8.1 Initial Payment § 11.8.1.1 An initial payment of zero ($ 0.00 ) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner’s account in the final invoice. § 11.8.2 Progress Payments § 11.8.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Construction Manager’s invoice. Amounts unpaid « thirty » ( « 30 » ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Construction Manager. (Insert rate of monthly or annual interest agreed upon.) The rate of interest required by applicable law, or if no such rate is required by applicable law, invoices due and unpaid under this Agreement shall bear interest from the date payment is due at an annual rate of interest of two percent (2%) over the reference rate of interest from time to time announced by U.S. Bank Minneapolis, NA as its reference rate, with each change in interest rate hereunder to become effective on the date the corresponding change in such reference rate as announced by U.S. Bank Minneapolis, NA becomes effective. § 11.8.2.2 The Owner shall not withhold amounts from the Construction Manager’s compensation to impose a penalty or liquidated damages on the Construction Manager, or to offset sums requested by or paid to Contractors for the cost of changes in the Work, unless the Construction Manager agrees or has been found liable for the amounts in a binding dispute resolution proceeding. § 11.8.2.3 Records of Reimbursable Expenses, expenses pertaining to Supplemental and Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: (Include other terms and conditions applicable to this Agreement.) § 12.1 DOCUSIGN ELECTRONIC SIGNING SYSTEM. The Construction Manager has an agreement with DocuSign, Inc. (“DocuSign”) with respect to the DocuSign electronic signing system (the “DocuSign System”). The DocuSign System may be used to facilitate the administration and execution of the Owner’s Construction Contracts with the Multiple Prime Contractors, as well as various other Contract Documents requiring signatures. Should the Owner elect to have the Construction Manager use the DocuSign System with respect to any portion of the Project, the Owner acknowledges and agrees that (i) the Owner conducted its own independent investigation and evaluation as to all legal and other considerations related to its decision to use the DocuSign System on the Project, (ii) the Owner did not rely on any advice, recommendations or representations of the Construction Manager in making the Owner’s independent determination to use the DocuSign System on the Project, (iii) the Construction Manager and DocuSign are not affiliated with each other and the Construction Manager does not warrant or guarantee any portion of the DocuSign System, (iv) the Construction Manager does not warrant or guarantee that the DocuSign system complies with or satisfies any legal requirements applicable to its use on the Project, and (v) to the fullest extent permitted by law, the Owner waives, and shall hold harmless and indemnify the Construction Manager from and against, all claims, causes of action, costs, expenses and damages (including reasonable attorney’s fees) arising out of or resulting from the use of the DocuSign System on the Project. AIA Document C132™ – 2019. Copyright © 1973, 1980, 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 11:25:17 ET on 03/17/2020 under Order No.7449099792 which expires on 12/13/2020, and is not for resale. User Notes: (860977505) 25 ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Owner and Construction Manager. § 13.2 This Agreement is comprised of the following documents identified below: .1 AIA Document C132™–2019, Standard Form Agreement Between Owner and Construction Manager as Adviser .2 AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, dated as indicated below: (Insert the date of the E203-2013 incorporated into this Agreement.) « » .3 Exhibits: (Check the appropriate box for any exhibits incorporated into this Agreement.) [ « » ] AIA Document E235™–2019, Sustainable Projects Exhibit, Construction Manager as Adviser Edition, dated as indicated below: (Insert the date of the E235-2019 incorporated into this agreement.) « » [ « » ] Other Exhibits incorporated into this Agreement: (Clearly identify any other exhibits incorporated into this Agreement, including any exhibits identified in Section 4.1.2.) « » .4 Other documents: (List other documents, if any, forming part of the Agreement.) « Exhibit A – Tool and Equipment Rental Rates » This Agreement is entered into as of the day and year first written above. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this document by facsimile, pdf or other generally accepted electronic means (e.g., DocuSign) shall be effective as delivery of a manually executed counterpart of this document. [INSERT NAME OF OWNER] Kraus-Anderson® Construction Company OWNER (Signature) CONSTRUCTION MANAGER (Signature) « »« » « »« » (Printed name and title) (Printed name and title) Proposal to Provide CM Services CITY OF OTSEGO, MN New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements April 6, 2023 Building enduring relationships and strong communities Kraus-Anderson Construction Company 501 South Eighth Street, Minneapolis, MN 55404 Office 612-332-7281 | www.krausanderson.com | Fax 612-332-8739 Building enduring relationships and strong communities April 6, 2023 Adam Flaherty, CPA City Administrator & Finance Director City of Otsego 13400 90th Street NE Otsego, MN 55330 Dear Mr. Flaherty: Thank you for the opportunity to respond to the City of Otsego’s proposal for the New City Hall, Public Works Expansion, Renovation, Cold Storage, and Prairie Center improvements projects. Kraus-Anderson (KA) is excited to provide our comprehensive Construction Management proposal to the City. Our experienced team looks forward to building a long-standing relationship with the City. The following differentiators are a few reasons why we believe KA will prove to be a strategic partner for Otsego now, and in the future. • Your Goals are Our Priorities. Budgets, schedules, and communication matter. A few examples of how we will align your goals and priorities to stay within budget and on schedule include leading regular meetings with all stakeholders, outlining and openly discussing cost and schedule implications, and utilizing our cost history database – along with industry relationships – to evaluate when products need to be ordered to alleviate long- lead time challenges. We will work with Wold to evaluate alternative material options to evaluate cost and schedule implications. External communication is also important — our team can work with your staff to create a website for your residents and policy boards to follow each construction phase. • Advocate. Dustin, Dan, Jesse, and the whole project team are your advocates. As you continue to navigate through design and into construction phases, our team will engage in tough conversations to help the City make the best informed decisions throughout the entire process. We want to build a long-term, trusting relationship where we are considered an extension of your staff. We are solution-driven, passionate, and energetic. From beginning to end we will engage decision makers in a collaborative planning process. We want your project to exceed expectations and be a place of pride for the community now and in the future. • Proven Leader in Construction Management. Over 97% of KA’s work is performed through the Construction Management delivery method. We have a strong history with Wold, with whom we have successfully completed 215 projects, totaling nearly $2B. In the past 10 years, KA has served over 66 public entities, including city, county, state, and federal. In total, we have built 13 city halls, 35 public works/vehicle maintenance projects, and multiple cold storage facilities. These projects represent a combination of new construction, renovations, remodels, and expansions. KA looks forward to building an enduring relationship with the City of Otsego and continuing to work with Wold to deliver a successful project. If you have any questions, or require further information, please contact me at 612-747- 5357 or mark.kotten@krausanderson.com. Sincerely, KRAUS-ANDERSON® CONSTRUCTION COMPANY Mark Kotten, Construction Executive | Principal in Charge, Public Sector THIS PAGE IS INTENTIONALLY BLANK. City of Otsego, MN New City Hall, Public Works Expansion, Renovation, Cold Storage, and Prairie Center Improvements Page iv City of Otsego, MN New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements 2023 GENERAL CONTRACTOR OF THE YEAR - Minnesota Construction Association (MCA) Awards of Excellence “The bonus for us has been the customer services your staff provides. KA staff has set the bar for timely and professional responses. This makes delivering a project on-time and on-budget the enjoyable experience it should be.” -Don Theisen, Director of Public Works, Washington County (Retired) “We are very grateful to your team for providing guidance on the design, budget, and construction of our project. Your support of the project...has created an end product that makes us proud..” -Jessica Loftus, Former City Administrator, City of Orono EVALUATION CRITERIA: WE ARE YOUR SOLUTION-DRIVEN ADVOCATE The proposer’s project manager and on-site superintendent and their experience in leading similar projects • Jesse, Dan, and Dustin work like a well-oiled machine, having worked together on multiple public projects. They have built strong relationships with clients throughout the years. This team has familiarity with occupied sites, maintaining safe public access for users, and community members. General reputation and experience of proposer’s firm and personnel • KA has been ranked in the Top 20 Construction Management firms in the Midwest, by Engineering News-Record • 185 public projects delivered in the last 5 years, totaling $1B • Served over 66 government entities in the last 10 years, including city, county, state, and federal The proposer’s scope of work, project approach, and the City’s evaluation of the proposer’s ability to furnish the required work • Project Phasing and Schedule: This team is experienced in organizing multi-phase and multi-project sites for clients. We will bring multiple options and solutions to help the City make the best decisions between cost and time. • KA maintains a database (Modelogix) of current and historical project costs. The team will leverage this tool throughout the process to evaluate and track both hard and soft cost budgets. Construction Management approach to key challenges • From our site tour and conversations, we know and understand that balancing the budget, schedule, and user/community safety are tantamount. We have addressed these key factors in this proposal. Familiarity with City of Otsego • KA has had the pleasure of working around the Otsego area. Recently we completed a DMV project in the City of Monticello, and a facilities study in the City of Buffalo. Megan Barnett-Livgard previously worked for the City of Monticello, where her responsibilities involved collaboration and connectivity with fellow Wright County communities. The proposed price and detailed work effort • Please note cost-saving options in Section 3: Construction Management Approach | Schedule • KA has provided a detailed price and scope of work document in Section 4: Cost Proposal FIRM QUALIFICATIONS ......................1 STAFF QUALIFICATIONS .....................8 CONSTRUCTION MANAGEMENT APPROACH ..15 COST PROPOSAL .........................23 Streams Open Water Sidewalks A B C D E Existing Trails City Boundary Rogers St. Michael Dayton Elk River Elk River Albertville Monticello Otsego County Park Rice Lake WMA (MnDNR) Odean WMA (MnDNR)Crow Riv e r CO RD 39 LABEAUX AVE NEMACIVER AVE NEMCALLISTER AVE NEKADLER AVE NEKADLER AVE NENASHUA AVE NECO RD 137 NEODEAN AVE NEQUADAY AVE NEPARISH AVE NEPAGE AVE NEMASON AVE NE70TH ST NE 75TH ST NE 65TH ST NE 53RD ST NE 85TH ST NE 90TH ST NE 85TH ST NE 80TH ST NE 70TH ST NE 83RD ST NE £¤52 38 42 §¨¦94 ¬«101 ¬«101 19 QUEENS AVE NM i s s is s i p pi R i v e r Wright County land Mn DNR Other publicly-owned land Parks & Open Space City of Otsego Parkland North 0 0.5 1 Mile Lily Pond Park Norin Landing Park Zimmer Farm Park Kittredge Crossing Park Carrick’s Landing School Knoll Park15501 83rd St NE 9050 Quantrelle Ave Play equipment Picnic shelter Tennis court Pickleball (shared) Volleyball Basketball Soccer/Multi-use eld Balleld Splash pad Archery Skatepark Sledding O-leash dog area Horseshoes Hockey/Skating rink Boat launch Fishing area Parking lot Restroom (portable) Picnic grill Natural area Community garden Walking path 1 mile 3.35 miles 3.15 miles 8 miles 4.25 miles (to be complete in 2019) (to be complete in 2019) 14675 87th Court8899 Nashua Ave NE 13355 90th St NE 10599 Kadler Ave NE 11313 77th St NE 10400 71st St NE 6480 Mason Ave NE 9990 101st St NE 15189 75th Street 16600 72nd Street 5500 Randolph Ave NE Lefebvre Creek Greenway Northwood Park Frankfort Park Future Neighborhood Park Prairie Park Wilson Preserve Davis Farm Park Prairie Center Otsego City Hall Nashua Landing Beaudry Meadows Park Park Facilities & Amenities Trail Loops A B CD E City of Otsego Parks DRAFT 01.02.2019 TABLE OF TABLE OF CONTENTSCONTENTS City of Otsego, MN New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements THIS PAGE IS INTENTIONALLY BLANK. City of Otsego, MN New City Hall, Public Works Expansion, Renovation, Cold Storage, and Prairie Center Improvements Page 1 City of Otsego, MN New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements 1. FIRM QUALIFICATIONS | REPRESENTATIVE PROJECTSUntitled mapUntitled layer 1 AlbertvilleAlbertville OtsegoOtsego 2 16 8 3CarverCarver 8 ChanhassenChanhassen10 3 ChamplinChamplin 9 CrystalCrystal 3 DaytonDayton 3 ExcelsiorExcelsior 9 Golden ValleyGolden Valley 8 HopkinsHopkins 593 25MinnetonkaMinnetonka 5 6 New HopeNew Hope 2 MoundMound4MinnetristaMinnetrista 4OronoOrono PlymouthPlymouth 62 3 3WayzataWayzata St. LPSt. LP4 2St. MichaelSt. Michael 1RockfordRockford RogersRogers2 IN PAST 10 YEARS KA has completed 28 projects in Wright County totaling $81M, in the cities of Otsego, Buffalo, Monticello, Rockford, St. Michael, and Albertville. • Relationship-driven and client focused • 80% repeat or referral business • 97% CM delivery where we join the team as a valued partner early in a collaborative and open- book format • 126-years established and financially stable company We will leverage our successful, extensive working relationship with Wold Architects and Engineers, with whom we have collaborated on 215 projects totaling nearly $2 billion in construction value. We will utilize Wold’s expertise in designing and engineering a well- crafted, innovative environment working cooperatively to bring value to the design, budget, and schedule for the project, while improving processes and efficiencies throughout. Relevant projects include: • Crystal City Hall and Police Facility • City of Baldwin, WI, EMS • White Bear Laker Public Safety Facility • Cottage Grove Central Fire Station • Edina Community Health and Safety Center • Hopkins City Hall Remodel • Burnsville City Hall and Police Department Remodel • Carver City Hall • Isanti County Jail • Washington County 2025 Campus Improvements and Multiple Government Center Remodels • Scott County Government Complex • Carver County Government Center Addition and Remodels • Cottage Grove Glacial Valley Park Page 2 City of Otsego, MN New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements 1. FIRM QUALIFICATIONS | REPRESENTATIVE PROJECTS CRYSTAL CITY HALL AND POLICE FACILITY Crystal, MN This 53,281 SF new facility consists of demolition of 1/3 of the existing City Hall (police portion) and a large police administration and garage addition. Continued operations of the adjoining City Hall and adjacent Hennepin County Library were crucial to success. Some key factors include: • Good Neighbor: KA engaged on three fronts to ensure a smooth project; 1) with City Hall to maintain operations for the city staff and residents, 2) with Hennepin County to negotiate a shared use agreement for use of their library road and, 3) with public works to managed impacts to the main highway adjacent to the project. • Grant Requirement Impacts: This project was notified late during bidding that they received a $4.0 million state public safety grant. This grant came with requirements related to sustainability and design. KA worked with the team to re-evaluate the required changes, provide value engineering options, and to re-bid the project to maintain the project schedule. • Tight Site Coordination: Through coordination during preconstruction and creative planning with the public works department, KA was able to put a plan together to manage construction on this tight site. Contract Amount: $16,270,000 Project Type: New Construction Delivery Method: CMa Owner Contact: City of Crystal Stephanie Revering, Police Chief (763) 531-1010 stephanie.revering@crystalmn.gov Architect Contact: Wold Architects and Engineers Joel Dunning, Partner (651) 227-7773 jdunning@woldae.com Date of Completion: 08/2022 Page 3 City of Otsego, MN New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements 1. FIRM QUALIFICATIONS | REPRESENTATIVE PROJECTS WOODBURY CITY HALL Woodbury, MN Over the years, KA has completed additions and renovations to Woodbury City Hall. 13,850 SF addition and remodel providing expanded office space, conference rooms, and new two-story public link opening the offices to expanded trail system and wetlands to the south. • Special high-performance, sustainable design elements -East/west axis orientation providing natural daylighting -High performance mechanical and electrical systems including a partial geothermal system -Green roof garden -Porous paving system in expanded parking lot -New retention pond to filter and treat parking lot runoff -Rain gardens along building’s southern face • Improving all service center functions, including safety and security, and protection for staff by allowing social distancing practices. • Construction of a new centralized front desk and customer service counter with glass partitions to physically separate staff from the public. • Implementing new secure card access to the building at all entrances. • Adding flexibility to the public conference rooms to accommodate meetings of varying size and needs. • Upgrading audio/video capabilities in all conference rooms to allow for better remote and in-person meetings. • Improvements to the building to maximize space efficiencies and plan for long-term growth. • Updated interior with architectural millwork, structural improvements, and interior and exterior storefronts, along with mechanical, electrical, and plumbing upgrades. Contract Amount: $11,124,138 Project Type: Additions and Renovations Delivery Method: CMA Owner Contact: City of Woodbury Teresa Keller, Senior Engineering Project Coordinator 651-414-3492 teresa.keller@woodburymn.gov Architect Contact: HCM Architects Matthew Lysne, Associate lysne@hcmrchitects.com Date of Completion: 12/20 Page 4 City of Otsego, MN New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements 1. FIRM QUALIFICATIONS | REPRESENTATIVE PROJECTS HOPKINS CITY HALL Hopkins, MN KA and Wold partnered on this 20,000 SF renovation of Hopkins City Hall which adjoined the police station, and included the following elements: • Exterior improvements including new building entrance with new sidewalks, stairs, retaining walls, landscaping, and irrigation. • Exterior envelope renovation including new windows and roofing. • Complete renovation of building public spaces including lobby, council chambers, restrooms, and city desk. • Complete renovation of city staff space including offices, conference rooms, work rooms, break room, and new exterior patio. • Upgrade of building mechanical, electrical, and plumbing systems. Contract Amount: $3,228,582 Project Type: Additions and Renovations Delivery Method: CMaR Owner Contact: City of Hopkins Mike Mornson, City Manager 952-548-6301 mmornson@hopkinsmn.com Architect Contact: Wold Architects and Engineers Jonathan Loose, Architect 651-227-7773 jloose@woldae.com Date of Completion: 09/2019 Page 5 City of Otsego, MN New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements 1. FIRM QUALIFICATIONS | REPRESENTATIVE PROJECTS WASHINGTON COUNTY PUBLIC WORKS NORTH SHOPWASHINGTON COUNTY PUBLIC WORKS NORTH SHOP Stillwater, MNStillwater, MN Construction of the improved Public Works North Shop facility, which had been in existence for over 50 years, included: • 23,000 SF additional fleet services building that houses all maintenance equipment, wash bay, and storage mezzanine area and services over 450 county units from snowplow trucks to patrol cars. • 48,000 SF renovation of the existing fleet storage area including bridge cranes, vehicle lifts, and lubrication systems. • 30,000 SF administrative space (office, kitchen, and multiple meeting spaces) and signs and signals shop that maintains and repairs over 10,000 traffic signs. • Site improvements including new parking lots, well, main sanitary sewer, stormwater treatment ponds, and elimination of an on-site septic system. The Public Works North Shop project was finished four months early and $700,000 under budget. Contract Amount: $18,567,468 Project Type: New Construction, Additions, and Renovations Delivery Method: CMa Owner Contact Washington County Joe Welter, Building Services Senior Project Manager 651-430-6226 joe.welter@co.washington.mn.us Architect Contact HCM Architects Dan Lawrence, Architect 612-904-1332 Lawrence@hcmarchitects.com Date of Completion: 06/2016 Page 6 City of Otsego, MN New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements 1. FIRM QUALIFICATIONS | SPECIAL STRENGTHS KA’S SPECIAL STRENGTHS OWNER ADVOCATE It is more than just construction. As your advocate, it is our responsibility to ensure project success on all fronts. This is a team effort requiring informed decisions, some examples of which, from recent projects, are listed below. Material/Schedule/Cost: On the Maplewood Fire Station and Crystal Police Department projects, we encountered the industry-wide issue of extended lead times for steel. We analyzed cost and schedule, and arrived at different conclusions for each: on the first project, it made sense to stay the course with the specified material; and the second project favored switching products. Contract Method: A client who had initially hired us on the basis of one delivery method, quickly realized this method no longer suited their needs. We willingly re-negotiated our agreement to better facilitate a delivery model that helped them reach their goals. Construction Impacts: On a recent police department project with an extremely tight site, we worked with the neighboring county on a joint use agreement, allowing construction site access and enabling completion of the work in a mutually beneficial way. OPEN-BOOK TRANSPARENCY Over 80% of our CM work is repeat- or referral-based, and we know it all starts with trust. Transparency is a cornerstone of trust and this team delivers with integrity. You will receive regular financial and schedule updates throughout the duration of the project, and upon request at any time. CM As your CM, our team of specialists excel and thrive in complicated and heavily phased projects. Combining our knowledge of public safety facilities and operations with technical construction expertise, we are able to provide creative solutions to meet all project goals. KA brings stability in our ability to staff projects correctly and consistently. This is due in large part to employee loyalty, longevity, and retention. This team embodies our core purpose of building enduring relationships and strong communities with integrity, commitment, teamwork, and valuing people. It is our people who truly earn our ranking in the Star Tribune’s Top 150 Work Places for over 10 years running. KA’S PROJECT MANAGEMENT TECHNIQUES Working with the City and Wold, KA will define the important quality activities and resources for the project that are specific to the unique construction involved in public safety projects. We achieve this by: • Reviewing and understanding the project requirements. • Determining key stakeholders and decision makers. • Setting the project goals and aligning them with the expectations of the City and Wold. • Utilizing KA’s experienced in-house technical support professionals who specifically focus on and support the team with any specialty needs for the City’s operations. • Reviewing the project documents and providing feedback to Wold Architects. We will identify areas where clarification is required, highlight discrepancies, and provide timely recommendations regarding constructability, long-term building performance, and value management options. • Pre-installation meetings and field inspections. What does CMa Mean? • Separate contract for design and construction • Owner signs & holds prime contracts • CM acts as owners advocate • CM manages prime contractors and construction • Allows for early release of bid packages to accommodate long- lead times for critical items *KA will review each contract with owner and help process execution of contracts What does CMaR Mean? • Separate contract for design and construction • CM acts as owners advocate • CM manages and signs subcontracts with trade contractors • CM manages subcontracts and construction CMA VERSUS CMAR DELIVERY MODELS CONSTRUCTION MANAGEMENT ADVISOR (CMa)CONSTRUCTION MANAGEMENT AT RISK (CMaR) Page 7 City of Otsego, MN New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements 1. FIRM QUALIFICATIONS | SPECIAL STRENGTHS PROJECT INFORMATION MANAGEMENT AND CLIENT ENGAGEMENT/ACCOUNTABILITY TECHNICAL TOOLS KA utilizes the latest software and hardware technology for estimating, constructability analysis, and project management. This project team is well-versed in these technologies and processes along with how to effectively implement them for you. These tools are utilized to make your life easier and to know that our team is looking out for your best interests. • Cost Estimating - Modelogix/WinEst: These technologies, along with our experienced team, are the backbone of our continuous estimating and proven project pricing to ensure accurate budgets from the start. • Building Science/Mechanical and Electrical Systems Reviews: We utilized in-house expertise to aid in quality and constructability reviews throughout design. Our specialized team members assist in driving value engineering into the project to ensure the City of Otsego gets the best quality at the best cost. • Autodesk Build: This is considered one of the best communication tools in the industry. It allows for real-time time communication so that all trades and members of the project team are working off the same plans, housing all key, up-to-date project information, including plans, specifications, shop drawings, product information, Requests for Information (RFI), Potential Change Orders (PCO), Change Orders (CO), punchlists, observation reports, daily project logs, progress photos, and many other project-specific items. • BIM/VDC: Our Building Information Modeling (BIM) and Virtual Design & Construction (VDC) team supports and improves the project delivery process for all project stakeholders. The tools and capabilities within KA’s BIM/VDC team will provide essential information and data for planning and managing project collaboration, helping estimate costs, tracking progress, minimizing waste, and optimizing risk management. 3D laser scan capturing existing conditions of building with extreme accuracy. Communication The project team will deploy technology to create a customized internal and external communication plan. -Construction update website -Immediate tracking of changes to drawings -Integration of field progress photos for clarification -Instantly prepare and share RFIs -Drawing revision tracking and recall -As-built drawing tracking and closeout SAMPLE CONSTRUCTION UPDATE WEBSITE MAPLEWOOD NORTH FIRE STATION SAMPLE VIDEO UPDATE BURNSVILLE FIRE STATION SCAN ME Drone Photo Burnsville Fire Station Groundbreak A BIM resulting from the 3D laser scan showing the structural deviation of the existing floor. Laser Scanning: Our advanced laser scanning equipment captures data about real-world environments and objects to produce 3D digital point clouds that provide a single source of truth for all project stakeholders. 1) Understanding of existing and as- built conditions 2) Generate accurate drawings and 3D models 3) Enhance visualization to facilitate informed, collaborative decision- making 4) Analyze building performance (e.g., structural settlement, beam camber, floor flatness) Page 8 City of Otsego, MN New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements 2. STAFF QUALIFICATIONS | ORGANIZATIONAL CHART CITY OF OTSEGO STAKEHOLDERS City Hall, Public Works, Cold Storage, and Prairie Center Staff and City Stakeholders Megan Barnett-Livgard Community Communication Jon Porter PE, Associate AIA Director of Building Science Matt Stringfellow LEED GREEN Associate Mechanical & Electrical Systems Manager Andrea Blair LEED GREEN Associate Senior BIM/VDC Specialist Jay Vander Leest Director of Safety Jason Rentmeester LEED AP BD+C Preconstruction Specialist Dan Kjellberg Project Manager Jesse Fiskewold General Superintendent Project Superintendent TBD TECHNICAL RESOURCES Dustin Phillips Senior Project Manager Mark Kotten Principal in Charge CAPACITY AND RESOURCES Dustin, Dan, Jesse, and the (to be determined) Project Superintendent will play critical roles in the delivery of the project. From design, constructability, and phasing guidance, to day-to-day construction activity management, and closeout-post occupancy-warranty coordination, they manage each step of the process. Our company has the technology in place to utilize the resources of our 500+ employees throughout our seven office locations. This includes senior management, project managers, superintendents, project coordinators, preconstruction, cost estimating and technical support professionals, accountants, and administrative staff. Page 9 City of Otsego, MN New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements 2. STAFF QUALIFICATIONS | RESUMES Education MS, Construction Management, BS, Construction with a Minor in Business Administration, University of Wisconsin - Stout, Menomonie, WI Professional Associations • American Public Works Association • Association of Minnesota Counties • International Facility Management Association (IFMA) Certifications/Training • OSHA 30-Hour Construction Safety • Stormwater Pollution Prevention Program (SWPPP) Training Industry Experience 16 years Client References: Teresa Keller, Senior Engineering Project Coordinator City of Woodbury (651) 414-3492 teresa.keller@woodburymn.gov Jennifer Levitt, City Administrator City of Cottage Grove (651) 458-2890 jlevitt@cottagegrovemn.gov Dustin Phillips Senior Project Manager Dustin will be the main point of contact throughout the project - from preconstruction through construction completion. He will provide management oversight of all project elements including budget and schedule control, safety, and communication. Select Project Experience City of Monticello, Monticello, MN 27,000 SF Facility assessment of public works complex including evaluation of office, maintenance, storage, and yard spaces for future use or modification City of Burnsville, Burnsville, MN • 57,940 SF City Hall and Police Department remodel, renovation, and expansion • 45,000 SF new fire station Hopkins City Hall, Hopkins, MN 9,842 SF, two floors, multi-phased renovation of existing City Hall and 300 SF front vestibule addition Orono Police Department, Orono, MN 2,000 SF locker room and operation addition, 8,000 SF squad car garage addition, remodel of existing police department and city hall reception area, and new parking lots and drives City of Woodbury, Woodbury, MN • City Hall: Muli-phase lobby and office renovation • Central Park, Lookout Ridge, and RH Stafford Library Addition and Renovations City of Monticello, Monticello, MN 2,400 SF, 2-story interior remodel of DMV City of Minneapolis Hiawatha Maintenance Campus Expansion, Minneapolis, MN Demolition of warehouse, facilities office/shop/locker/break spaces renovations, site improvements, new Training and Recruitment Center, structured parking ramp, additional indoor vehicle storage, equipment and materials storage, and storage yard areas, landscaping, storm water, and snow accommodations City of Chanhassen, Chanhassen, MN Facility assessment and master plan for multiple facilities throughout the city City of Cottage Grove, Cottage Grove, MN • Glacial Valley Park Facility -5,200 SF new multi-use facility • River Oaks -1,500 SF kitchen and storage addition Scott County, Minnesota Government Center Complex in Shakopee including Justice Center Renovations, Government Center East Renovations, new Government Center West, LEC Courtroom Renovations, and new Public Works Storage Facility in Jordan, MN Washington County, MN • Public Works North Shop New Office and Service Bay Addition and Maintenance and Storage Facility Remodel • Public Works Storage Building • Jail Security Improvements • Government Center 4th Floor Remodel • St. Croix Bluffs New Equipment Storage Building • Valley, Wildwood, and Cottage Grove Libraries • Valley Ridge License Center Renovation • Ongoing preconstruction and planning services St. Croix County, WI • New Highway Facility Campus • New Government Center • Jail and Mental Health Unit Expansion • Jury Box Renovation • Facility Assessments and Master Planning City of Minnetonka Police and Fire Station, Minnetonka, MN • 43,000 SF, 2-story police renovation • 15,800 SF police garage addition • 37,000 SF fire addition, and site work Page 10 City of Otsego, MN New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements 2. STAFF QUALIFICATIONS | RESUMES Education BS, Construction Management, Minnesota State University, Mankato, MN Minor, Business Administration, Minnesota State University, Mankato, MN Professional Associations • Association of Minnesota Counties (AMC) • International Facility Management Association (IFMA) • Minnesota City/County Management Association (MCMA) Certifications/Training • OSHA 30-Hour Construction Safety • Stormwater Pollution Prevention Program (SWPPP) Training Industry Experience 15 years Client References: Stephanie Revering, Police Chief City of Crystal (763) 531-1010 stephanie.revering@crystalmn.gov Teresa Keller, Senior Engineering Project Coordinator City of Woodbury (651) 414-3492 teresa.keller@woodburymn.gov Dan Kjellberg Project Manager Dan will be the day-to-day project manager from preconstruction through construction completion. He will manage all project elements including budget and schedule control and overall project communication. In addition to comprehensive preconstruction cost estimating, value engineering, and project scheduling, Dan will also provide the front-end bidding documents and generate local bidder interest in the project. His responsibilities will include contractor performance review, contractor negotiation and award, monitoring and updating progress schedules, and working closely with the Project Superintendent on field operations. Select Project Experience City of New Brighton, New Brighton, MN Sunny Square Park site reconfiguration and new park pavilion structure City of Monticello, Monticello, MN 2,400 SF, 2-story interior remodel of DMV City of Crystal, Crystal, MN • Crystal City Hall -5,600 SF renovation of existing • Police Station -53,281 SF, 2-story new police facility, garage, and office City of Woodbury City Hall, Woodbury, MN Muli-phase lobby and office renovation City of Cottage Grove, Cottage Grove, MN • Glacial Valley Park Facility -5,200 SF new multi-use facility • River Oaks -1,500 SF kitchen and storage addition City of Roseville, Roseville, MN Master planning of Roseville municipal facilities Sherburne County Zimmerman Highway Shop - Facility Assessment, Elk River, MN Master planning of Sherburne County municipal facilities Washington County, MN • North Environmental Center -27,100 SF government use facility • Washington County Jail, Stillwater, MN: Mezzanine security improvements including ACT and plaster soffit rework • Valley Library, Lakeland, MN: Tenant improvement to turn vacant space into a library • St. Croix Bluffs Storage Building, Hastings, MN: New equipment storage building • Wildwood Library, St. Paul, MN: New library including storm-water management, parking, and landscaping site improvements • Lake Elmo STS Facility Scott County, Shakopee, MN • Government Center and Justice Center Remodel, Shakopee, MN - 82,000 SF, 3-story Justice Center renovations with 2 new courtrooms, expanded jury assembly space, holding cells, new roof, and fire sprinkler system -110,000 SF, 4-story Government Center East Building renovations to staff space, customer service areas, as well as public waiting areas, and updated mechanical systems • Law Enforcement Center, Shakopee, MN -5,200 SF renovation of courtroom, office space, holding cells, and security and mechanical upgrades Page 11 City of Otsego, MN New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements CIVIL ENGINEER Bolton & Menk, IncValley Square Office Center, Suite 2007575 Golden Valley Road Minneapolis, Minnesota 55427 Tel: (763) 544-7129 Fax: (612) 544-0531 STRUCTURAL ENGINEER BKBM Engineers, Inc. 5930 Brooklyn Boulevard Minneapolis, Minnesota 55429-2518 Tel: (763) 843-0420Fax: (763) 843-0421 MECHANICAL ENGINEER Wold Architects and Engineers 332 Minnesota Street Suite W Two Thousand Saint Paul, Minnesota 55101Tel: (651) 227-7773Fax: (651) 223-5646 ELECTRICAL ENGINEER Wold Architects and Engineers 332 Minnesota StreetSuite W Two ThousandSaint Paul, Minnesota 55101Tel: (651) 227-7773 Fax: (651) 223-5646 TECHNOLOGY CONSULTANT Wold Architects and Engineers332 Minnesota StreetSuite W Two Thousand Saint Paul, Minnesota 55101 Tel: (651) 227-7773 Fax: (651) 223-5646 H G F E D C B A 1 2 3 4 5 6 7 8 109 MN Set No: Comm No:9/16/2022 2:45:32 PMC:\Users\dgallagher\Documents\212239 - Public Safety Addition & Renovation_DGALLAGHER@WOLDAE.COM.rvtPublic Safety Addition and Renovation City of White Bear Lake White Bear Lake, MN Central: \\wae-srv-mndata\GOV_CITY\CI-WhiteBearLake\Public Safety Building\212239 - Public Safety Addition &Renovation\02_ARCH\Revit\212239 - Public Safety Addition & Renovation.rvt212239 CITY OF WHITE BEAR LAKE Public Safety Addition & Renovation 4701 US-61, White Bear Lake, MN 4701 US-61 White Bear Lake, MN 55110 ARCHITECTURAL A4.104 ENLARGED VERTICAL CIRCULATION PLANS & SECTIONS A4.105 ENLARGED VERTICAL CIRCULATION PLANS & SECTIONS A4.106 GARAGE DRAINAGE & STRIPING PLAN A4.201 DETAILS - VERTICAL CIRCULATION A4.202 DETAILS - VERTICAL CIRCULATION A4.401 CASEWORK ELEVATIONS A4.402 INTERIOR CASEWORK ELEVATIONS A4.403 INTERIOR ELEVATIONS A4.701 DETAILS - CONCRETE BLOCK WALL TYPES A4.702 DETAILS - METAL STUD WALL TYPES A4.706 DETAILS - INTERIOR WALL DETAILS A4.710 DETAILS - INTERIOR CASEWORK SECTIONS A4.711 DETAILS - INTERIOR CASEWORK SECTIONS A4.802 DETAILS - INTERIOR OPENING DETAILS A4.901 DETAILS - INTERIOR DETAILS A5.101 EXTERIOR ELEVATIONS A5.102 EXTERIOR ELEVATIONS A5.103 EXTERIOR ELEVATIONS A5.201 WALL SECTIONS A5.202 WALL SECTIONS A5.203 WALL SECTIONS A5.204 WALL SECTIONS A5.205 WALL SECTIONS A5.206 WALL SECTIONS A5.207 WALL SECTIONS A5.208 WALL SECTIONS A5.209 WALL SECTIONS A5.401 DETAILS - PLAN A5.501 DETAILS - EXTERIOR WALL A5.502 DETAILS - EXTERIOR WALL A5.503 DETAILS - EXTERIOR WALL A5.504 DETAILS - EXTERIOR WALL A5.505 DETAILS - EXTERIOR WALL A5.506 DETAILS - EXTERIOR WALL A5.601 DETAILS - EXTERIOR OPENINGS A5.602 DETAILS - EXTERIOR OPENINGS A5.603 DETAILS - EXTERIOR OPENINGS A5.701 DETAILS - EXTERIOR ROOF A5.702 DETAILS - EXTERIOR ROOF A5.703 DETAILS - EXTERIOR ROOF A6.100 DETAILS - SITE ARCHITECTURAL A0.001 CODE ANALYSIS A0.002 CODE PLAN A0.003 STORM SHELTER FLOOR PLAN A0.101 PHASING/ SITE STAGING PLAN A1.00b LOWER LEVEL DEMOLITION PLAN - AREA 'B' A1.01a MAIN LEVEL DEMOLITION PLAN - AREA A A1.01b MAIN LEVEL DEMOLITION PLAN - AREA B A2.00 LOWER LEVEL FLOOR PLAN A2.01a MAIN LEVEL FLOOR PLAN - AREA A A2.01b MAIN LEVEL FLOOR PLAN - AREA B A2.01c MAIN LEVEL FLOOR PLAN -AREA C A2.02b UPPER LEVEL FLOOR PLAN - AREA B A2.095a ROOF PLAN - AREA A A2.095b ROOF PLAN - AREAS B AND C A2.901 DOOR/ FRAME/ WINDOW TYPES A3.00a LOWER LEVEL REFLECTED CEILING PLAN - AREA A A3.01a MAIN LEVEL REFLECTED CEILING PLAN - AREA A A3.01b MAIN LEVEL REFLECTED CEILING PLAN - AREA B A3.01c MAIN LEVEL REFLECTED CEILING PLAN - AREA C A3.02b UPPER LEVEL REFLECTED CEILING PLAN - AREA B A4.101 DETAILS - GENERAL - SYMBOLS AND ABBREVIATIONS A4.102 DETAILS - GENERAL - MOUNTING HEIGHTS A4.103 ENLARGED TOILET PLANS CIVIL C1.11 REMOVALS PLAN C1.21 FINISHING PLAN C1.22 GEOMETRIC PLAN C1.31 GRADING AND DRAINAGE PLAN C1.41 UTILITY PLAN C1.51 SEDIMENT CONTROL PLAN C1.52 STORMWATER POLLUTION PREVENTION PLAN SWPPP PROJECT INFORMATION AND LOCATION MAP C1.53 STORMWATER POLLUTION PREVENTION PLAN SWPPPNARRATIVE C1.54 STORMWATER POLLUTION PREVENTION PLAN SWPPP SOILS C2.11 SITE DETAILS C2.12 SITE DETAILS C2.13 SITE DETAILS C2.14 SITE DETAILS L1.11 LANDSCAPING PLAN STRUCTURAL S0.000 STRUCTURAL TITLE SHEET S2.01a FOOTING & FOUNDATION PLAN - AREA A S2.01b FOOTING & FOUNDATION PLAN - AREA B S2.01c FOOTING & FOUNDATION PLAN - AREA C S2.02b UPPER LEVEL FRAMING PLAN - AREA B S2.03a ROOF FRAMING PLAN - AREA A S2.03b ROOF FRAMING PLAN - AREA B S2.03c ROOF FRAMING PLAN - AREA C S5.201 SECTIONS AND DETAILS S5.211 SECTIONS AND DETAILS S5.221 SECTIONS AND DETAILS S6.201 SCHEDULES, SECTIONS, AND DETAILS MECHANICAL M0.000 MECHANICAL TITLE SHEET M1.00a DEMOLITION PLAN - UNDERGROUND AREA 'A' M1.00b DEMOLITION PLAN - UNDERGROUND AREA 'B' M1.01a DEMOLITION PLAN - LOWER LEVEL AREA 'A' M1.01b DEMOLITION PLAN - LOWER LEVEL AREA 'B' M1.02a DEMOLITION PLAN - MAIN LEVEL AREA 'A' M1.02b DEMOLITION PLAN - MAIN LEVEL AREA 'B' M2.00a PLUMBING PLAN - UNDERGROUND AREA 'A' M2.00b PLUMBING PLAN - UNDERGROUND AREA 'B' M2.00c PLUMBING PLAN - UNDERGROUND AREA 'C' M2.01a PLUMBING PLAN - LOWER LEVEL AREA 'A' M2.01b PLUMBING PLAN - LOWER LEVEL AREA 'B' M2.02a PLUMBING PLAN - MAIN LEVEL AREA 'A' M2.02b PLUMBING PLAN - MAIN LEVEL AREA 'B' M2.02c PLUMBING PLAN - MAIN LEVEL AREA 'C' M2.03b PLUMBING PLAN - UPPER LEVEL AREA 'B' M3.01a HVAC PLAN - LOWER LEVEL AREA 'A' M3.02a HVAC PLAN - MAIN LEVEL AREA 'A' M3.02b HVAC PLAN - MAIN LEVEL AREA 'B' M3.02c HVAC PLAN - MAIN LEVEL AREA 'C' M3.03b HVAC PLAN - UPPER LEVEL AREA 'B' M4.000 SNOW MELT ALTERNATE #1 PLAN M4.100 FIRE PROTECTION PLANS M4.200 DEMO ROOF PLAN M4.300 NEW ROOF PLAN M5.100 DETAILS M5.200 DETAILS M5.300 DETAILS M5.400 DETAILS M5.500 DETAILS M5.600 SUPPLY RISERS M5.700 WASTE & VENT RISERS M5.800 SCHEDULES M5.900 SCHEDULES ELECTRICAL E7.02 ELECTRICAL DETAILS E7.04 ELECTRICAL DETAILS E7.05 ELECTRICAL DETAILS - LIGHTING CONTROLS E7.10 ELECTRICAL DETAILS - SYSTEMS E7.11 ELECTRICAL DETAILS - SYSTEMS E7.12 ELECTRICAL DETAILS - SYSTEMS ELECTRICAL E0.00 ELECTRICAL SYMBOLS AND ABBREVIATIONS E0.01 SITE DEMOLITION PLAN E0.02 ELECTRICAL SITE PLAN E0.03 LOWER LEVEL OVERALL PLAN E0.04 MAIN LEVEL OVERALL PLAN E0.05 UPPER LEVEL OVERALL PLALN E0.11a LOWER LEVEL DEMOLITION PLAN - AREA 'A' E0.11b LOWER LEVEL DEMOLITION PLAN - AREA 'B' E0.12a MAIN LEVEL DEMOLITION PLAN - AREA 'A' E0.12b MAIN LEVEL DEMOLITION PLAN - AREA 'B' E1.01a LOWER LEVEL LIGHTING PLAN - AREA 'A' E1.01b LOWER LEVEL LIGHTING PLAN - AREA 'B' E1.11a MAIN LEVEL LIGHTING PLAN - AREA 'A' E1.11b MAIN LEVEL LIGHTING PLAN - AREA 'B' E1.11c MAIN LEVEL LIGHTING PLAN - AREA 'C' E1.21b UPPER LEVEL LIGHTING PLAN - AREA 'B' E2.11a MAIN LEVEL POWER PLAN - AREA 'A' E2.11b MAIN LEVEL POWER PLAN - AREA 'B' E2.11c MAIN LEVEL POWER PLAN - AREA 'C' E2.21b UPPER LEVEL POWER PLAN - AREA 'B' E3.01a LOWER LEVEL SYSTEMS PLAN - AREA 'A' E3.01b LOWER LEVEL SYSTEMS PLAN - AREA 'B' E3.11a MAIN LEVEL SYSTEMS PLAN - AREA 'A' E3.11b MAIN LEVEL SYSTEMS PLAN - AREA 'B' E3.11c MAIN LEVEL SYSTEMS PLAN - AREA 'C' E3.21b UPPER LEVEL SYSTEMS PLAN - AREA 'B' E4.00 ELECTRICAL ROOF PLAN - AREA 'A' E4.01 ELECTRICAL ROOF PLAN - AREA 'B' AND 'C' E5.00 EXISTING ONE LINE DIAGRAM E5.01 RISER DIAGRAM E6.00 ELECTRICAL SCHEDULES E6.01 LUMINAIRE SCHEDULES E6.02 MOTOR SCHEDULE E6.10 PANEL SCHEDULE E6.11 PANEL SCHEDULE E6.12 PANEL SCHEDULE E7.01 ELECTRICAL DETAILS A/V TA0.000 A/V SYMBOLS AND ABBREVIATIONS TA0.001 SYMBOL & SYSTEM SCHEDULE TA1.11 MAIN LEVEL A/V PLAN - OVERALL TA1.11a MAIN LEVEL A/V PLAN - AREA 'A' TA1.11b MAIN LEVEL A/V PLAN - AREA 'B' TA1.11c MAIN LEVEL A/V PLAN - AREA 'C' TA1.21 UPPER LEVEL A/V PLAN - OVERALL TA1.21b UPPER LEVEL A/V PLAN - AREA 'B' TA4.101 AUDIOVISUAL TYPICAL DETAILS TA4.102 AUDIOVISUAL TYPICAL DETAILS TA6.101 SIGNAL FLOWS 2. STAFF QUALIFICATIONS | RESUMES Education JAC Union Carpenter Apprentice Program, St. Paul, MN Professional Associations Carpenters Local 322 Certifications/Training • OSHA 10-Hour Construction Safety • OSHA 30-Hour Construction Safety • Stormwater Pollution Prevention Program (SWPPP) Training Industry Experience 23 years Client References: Will Manchester, Director of Public Works City of Minnetonka (952) 988-8403 wmanchester@eminnetonka.com Garrett Beck, Director Parks, Recreation and Facilities City of Burnsville 952-895-4516 Jesse Fiskewold General Superintendent As General Superintendent, Jesse is responsible for managing the field operations for KA. Along with the Project Superintendent, he will coordinate and monitor all field labor, trade contractors, suppliers, project scheduling, and quality control issues for the owner. Jesse will provide project coordination and scheduling input and review construction and site issues at weekly job site meetings. Jesse is personable and approachable, and always available to meet with the City and Wold to answer questions or provide special assistance on the City’s behalf. Jesse will ensure that your project has the supervision to meet your approval and is completed on time and within budget. Select Project Experience Hopkins City Hall, Hopkins, MN 9,842 SF, two floors, multi-phased renovation of existing City Hall and 300 SF front vestibule addition City of White Bear Lake Public Safety, White Bear Lake, MN New police garage and fire station apparatus bay and associated remodeling projects City of White Bear Lake Sports Arena, White Bear Lake, MN 38,000 SF remodel, including new ice arena refrigeration equipment City of Minnetonka Police and Fire Station, Minnetonka, MN 43,000 SF, 2-story police renovation, 15,800 SF police garage addition, 37,000 SF fire addition, and site work City of Burnsville, Burnsville, MN 57,940 SF City Hall and Police Department remodel, renovation, and expansion City of Crystal Police Station, Crystal, MN 53,281 SF, 2-story new police facility, garage, and office with 70-car parking City of Woodbury Public Safety Building, Woodbury, MN 32,295 SF demolition of part of Police/Fire Office and rebuild with below-grade parking garage with Administration Services above, and fire department apparatus bay addition and remodel Washington County, MN • Valley Ridge License Center Renovation • Wildwood New Library Page 12 City of Otsego, MN New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements 2. STAFF QUALIFICATIONS | RESUMES Mark Kotten Principal in Charge Mark is a Construction Executive focused on the Public Sector for KA with extensive experience working for governmental agencies and delivering CM projects. He will have responsibility for the corporate commitment and delivery of all preconstruction and construction services and will ensure the full availability of KA resources for this project. He will advocate for the City of Otsego’s goals and objectives, to deliver the New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements project to your expectations. Relevant Project Experience • City of White Bear Lake, MN | New Public Safety Facility, • City of Woodbury, MN | City Hall Lobby Renovation and Central Park Improvements • City of Burnsville, MN | City Hall and Police Department Remodel and Expansion • City of Crystal, MN | City Hall Remodel and New Police Station • City of Hopkins, MN | City Hall Addition and Remodel • City of Minnetonka, MN | Police Facility Renovation and Fire Station Addition • City of Minneapolis Hiawatha Maintenance Campus Expansion, Minneapolis, MN Education BS, Construction Management North Dakota State University, Fargo, ND Jason Rentmeester LEED AP BD+C Preconstruction Services Jason will be responsible for the development of the project cost estimate from Schematic Design to the Guaranteed Maximum Price. He will leverage 22 years of industry experience and a wealth of tools, resources, and relationships to foster value and innovation throughout the preconstruction phase. Jason’s responsibilities include value engineering, constructability review, risk assessment, scheduling, subcontractor/vendor solicitation, and systems analysis. As he has done many times on past similar projects, Jason will work collaboratively to maximize value for all project stakeholders and set the stage for a successful project delivery. Relevant Project Experience • City of Minnetonka, MN | Police Facility Renovation and Fire Station Addition • City of Burnsville, MN | City Hall and Police Department Remodel and Expansion, and New Fire Station • City of Hopkins, MN | City Hall Addition and Remodel • City of Crystal, MN | City Hall Remodel and New Police Station • City of Bemidji, MN | City Hall and Fire Station Facilities Assessment Education BS, Construction Management, Minor, Business Admin., University of WI-Stout, Menomonie, WI Megan Barnett-Livgard CEcD, EDFP Community Communication Megan has 22 years of experience in both the public and private sectors, where she has helped to navigate many construction and development projects. She brings expertise in building consensus, understanding public processes, working with councils, boards, and task forces to ensure effective communication, engagement, and support is achieved. Education BA, Local and Urban Affairs, St. Cloud State University, St. Cloud, MN WRIGHT COUNTY PUBLIC WORKS FACILITY Buffalo, MN Page 13 City of Otsego, MN New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements 2. STAFF QUALIFICATIONS | TECHNICAL RESOURCES Matt Stringfellow, LEED Green Associate Mechanical and Electrical Systems Manager With 40 years of experience in the field of M&E engineering, consulting, design and construction, Matt has solid expertise in highly specialized M&E systems. He will support the team in cost estimating, value engineering, and M&E systems coordination services. He will assist with option analysis, constructability review, long-range planning, and project phasing/scheduling. Matt will assist in the commissioning process and training facility teams on systems operations and maintenance. Jon Porter, PE, Associate AIA Director of Building Science A licensed Professional Engineer with 27 years of experience in the design and construction industry, Jon provides leadership and training in quality issues to ensure that KA delivers a customer experience that exceeds client’s expectations. He serves as a technical resource to the project team in relation to means and methods, constructability, building materials technology, work flow and sequencing, proper installation techniques, and testing and acceptance protocols. Jay Vander Leest Director of Safety Jay’s background and responsibilities include: corporate construction safety management, federal, state, and local regulations (OSHA/MNOSHA/ DOT), investigations, evaluations and analyses of jobsite issues, training and employee development, jobsite inspections, safety policy development and implementation, Workers’ compensation and claims management, federal and state record keeping, company strategic planning, Safety Department leadership, and further developing a comprehensive safety culture throughout KA and our projects. Andrea Blair, LEED Green Associate Senior BIM/VDC Specialist Andrea will support the team in the integration and coordination of Building Information Modeling/Virtual Design and Construction (BIM/VDC) tools for the project. Utilizing lean thinking, she works on leveraging the latest technology so our teams can identify system conflicts prior to construction, streamline clash detection and fabrication, and prevent rework. A FAA Part 107 UAS Pilot, Andrea can leverage drone flying and laser scanning services which KA offers that are particularly useful for building renovations and additions, capturing the true existing conditions for design, tie-ins, and quality control purposes. TECHNICAL RESOURCES KA’s in-house value-added Technical Resources Team is available to provide further insight and value in the areas of civil engineering review, building sciences/quality management, and safety control. CARVER CITY HALL Carver, MN THIS PAGE IS INTENTIONALLY BLANK. City of Otsego, MN New City Hall, Public Works Expansion, Renovation, Cold Storage, and Prairie Center Improvements Page 15 City of Otsego, MN New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements 3. CONSTRUCTION MANAGEMENT APPROACH | SITE LOGISTICS PROJECT STAGING TO MINIMIZE OPERATIONS DISRUPTIONS DISRUPTION AVOIDANCE PLANNING We will work with the City of Otsego and the necessary departments to understand their day-to-day activities so our construction operations have minimal impact. Our team will work with facility personnel to design detailed plans for construction phasing, noise mitigation, temporary shutdowns, and maintenance of HVAC, electrical, and life safety systems during construction. An emergency management plan will also be developed with the City in the case of construction and/or operational emergencies. We will work with the City in developing a communication plan that interfaces with all stakeholders. STAGING AREA CONSTRUCTION ACCESS BETWEEN SITES KA JOB TRAILER COLD STORAGE CONSTRUCTION ZONE SIGN CITY HALL SITE PUBLIC WORKS GATE GATE CONSTRUCTION ZONE SIGN OPEN TO PUBLIC SITE FENCE SITE FENCE EXISTING FENCE OPEN TO PUBLIC PROTECTED FUEL ISLAND TO REMAIN OPEN CONSTRUCTION TRAFFIC PHASE 1 PUBLIC USE ONLY CONSTRUCTION TRAFFIC STAGING AREA CONSTRUCTION ACCESS BETWEEN SITES KA JOB TRAILER COLD STORAGE GATE CONSTRUCTION ZONE SIGN OPEN TO PUBLIC PRAIRIE CENTER SITE SITE FENCE EXISTING FENCE OPEN TO PUBLIC PROTECTED FUEL ISLAND TO REMAIN OPEN CONSTRUCTION TRAFFIC NEW CITY HALL PUBLIC USE ONLY PUBLIC WORKS SITE CONSTRUCTION ZONE SIGN CONSTRUCTION TRAFFIC PHASE 2 SITE LOGISTICS • User/Community Site Safety and Access – It is our goal to reduce construction impacts on the community, while keeping as much public space open as safely plausible. In an effort to minimize the impact to public spaces, construction staging and traffic has been set away from public spaces with a secure perimeter. • Phasing /Scheduling Options – With costs in mind, separate phasing plans may be incorporated, affecting both the schedule and overall budget outlined in this proposal. • Construction Separation from Public Services – Provide adequate delivery and lay down area on site to reduce/ eliminate the need to stop traffic on 90th St NE. Include all the necessary SWPPP BMPs. PHASE 1 PHASE 2 Page 16 City of Otsego, MN New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements 3. CONSTRUCTION MANAGEMENT APPROACH | SCHEDULE KA PROJECT SCHEDULE APPROACH Our project team has analyzed the RFP and clarifications surrounding the project schedule. Based on the information from our site walkthrough together, and history with these types of multi-phased projects, we have come up with additional options for your consideration. Our team would be happy to discuss these options in greater detail with you upon request. It is no secret in today’s market that lead times and understanding current market pricing is crucial to making key informed decisions. Our team has evaluated and balanced these pieces to provide the following for consideration: 2023 20262023202420252026 Jun 16 -Jul 31Bid & Award Mar 20 -Jun 16DD Sep 18 -Oct 31Bid & Award Nov 1 -Mar 12Procurement May 6 -Apr 2Construction Apr 3 -Apr 30Substantial Completion May 1 -May 14Occupancy Oct 16 -May 14PUBLIC WORKS FACILITY EXPANSION AND RENOVATION Oct 16 -Jan 12SD Apr 15 -Aug 13CD Sep 4 -Mar 1Construction Mar 4 -Mar 29Substantial Completion Apr 1 -Apr 12Occupancy Jan 16 -May 14NEW CITY HALL Jan 16 -Mar 17SD Jun 19 -Sep 15CD Jan 15 -Apr 12DD Jan 16 -Apr 15COLD STORAGE Jan 16 -Feb 14SD Feb 15 -Mar 21DD Apr 3 -Jun 15CD Aug 14 -Sep 30Bid & Award Oct 1 -Jan 28Procurement May 5 -Apr 2Construction Apr 3 -Apr 30Substantial Completion May 1 -May 14Occupancy Jan 16 -May 12PRAIRIE CENTER RENOVATIONS Sep 16 -Oct 15SD Oct 16 -Nov 29DD Dec 2 -Jan 15CD Jan 16 -Feb 28Bid & Award Mar 3 -Apr 30Procurement May 1 -Aug 29Construction Sep 1 -Sep 26Substantial Completion Sep 29 -Oct 10Occupancy RFP PROVIDED SCHEDULE FOR SERVICES (32 MONTHS): • Pro: All projects are spaced out evenly with minimal overlap. • Pro: This potentially allows access to cold storage earlier than the other proposed options. This does however, put construction during winter months, which will likely impact cost. • Con: KA has/is working on Pre-Engineered Metal Buildings with Wold and are currently seeing lead times of 4-6 months across all major manufacturers. • Con: This is the longest schedule option provided and it comes with higher service cost. Section Page 17 City of Otsego, MN New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements 3. CONSTRUCTION MANAGEMENT APPROACH | SCHEDULE 2023 20262023202420252026 Jun 16 -Jul 31Bid & Award Mar 20 -Jun 16DD Sep 18 -Oct 31Bid & Award Nov 1 -Feb 28Procurement May 6 -Apr 3Construction (11 mos.) Apr 4 -May 1Substantial Completion May 2 -May 15Occupancy Oct 16 -May 12PUBLIC WORKS FACILITY EXPANSION AND RENOVATION Oct 16 -Jan 12SD Apr 15 -Aug 13CD May 6 -Nov 1Construction Nov 4 -Nov 15Substantial Completion Nov 18 -Nov 29Occupancy Jan 16 -May 15NEW CITY HALL Jan 16 -Mar 17SD Jun 19 -Sep 15CD Jan 15 -Apr 12DD Jan 16 -Nov 29COLD STORAGE Jan 16 -Feb 14SD Feb 15 -Mar 31DD Apr 3 -Jun 15CD Aug 14 -Sep 30Bid & Award Oct 1 -Jan 28Procurement May 1 -Mar 31Construction Apr 1 -Apr 28Substantial Completion Apr 29 -May 12Occupancy Sep 16 -Oct 10PRAIRIE CENTER RENOVATIONS Sep 16 -Oct 15SD Oct 16 -Nov 29DD Dec 2 -Jan 15CD Jan 16 -Feb 28Bid & Award Mar 3 -Apr 30Procurement May 1 -Aug 29Construction Sep 1 -Sep 26Substantial Completion Sep 29 -Oct 10Occupancy Aug 1 -Dec 28PEMB Lead Times (4-6 mos.) KA OPTION 2 SCHEDULE FOR SERVICES (17 MONTHS): • Pro: Durations would allow for this option to be successful with a good disruption avoidance plan. • Pro/Con: Projects now have more overlap but require an early bid package in the case of Public Works. • Pro/Con: This has the most cost-saving potential at a savings of over $700,000 plus the benefits mentioned in Option 1. The con here is that it puts some additional strain on your current combined Public Works/City Hall campus. • Con: This would be faster paced overall requiring more expedient decisions on items that arise during construction. 2023 2025JanJunNovAprSepFebJul Jun 16 -Jul 31Bid & Award Mar 20 -Jun 16DD Sep 18 -Oct 31Bid & Award Nov 1 -Feb 28Procurement May 6 -Apr 3Construction (11 mos.) Apr 4 -May 1Substantial Completion May 2 -May 15Occupancy Oct 16 -Sep 18PUBLIC WORKS FACILITY EXPANSION AND RENOVATION Oct 16 -Jan 12SD Apr 15 -Aug 13CD May 6 -Nov 1Construction Nov 4 -Nov 15Substantial Completion Nov 18 -Nov 29Occupancy Jan 16 -May 15NEW CITY HALL Jan 16 -Mar 17SD Jun 19 -Sep 15CD Jan 15 -Apr 12DD Jan 16 -Nov 29COLD STORAGE Jan 16 -Feb 14SD Feb 15 -Mar 31DD Apr 3 -Jun 15CD Aug 14 -Sep 30Bid & Award Jul 12 -Nov 8Procurement Sep 9 -Aug 7Construction (Expansion until City Hall complete) Aug 8 -Sep 4Substantial Completion Sep 5 -Sep 18Occupancy Sep 16 -Oct 10PRAIRIE CENTER RENOVATIONS Sep 16 -Oct 15SD Oct 16 -Nov 29DD Dec 2 -Jan 15CD Jan 16 -Feb 28Bid & Award Mar 3 -Apr 30Procurement May 1 -Aug 29Construction Sep 1 -Sep 26Substantial Completion Sep 29 -Oct 10Occupancy Aug 1 -Dec 28PEMB Lead Times (4-6 mos.) Apr 15 -May 24Early Bid Package Structure May 27 -Jul 11Early Package Bid & Award KA OPTION 1 SCHEDULE FOR SERVICES (24.5 MONTHS): • Pro: All projects are still evenly spaced out with no impact to design timelines. • Pro: Best balance of disruption avoidance and overall cost. Potential savings of over $350,000. This is excluding benefits from bidding both Cold Storage and City Hall simultaneously to promote peak bidder interest. • Pro: Taking into account bidding efficiencies, current lead times on metal building and overall project cost it would make sense to start the cold storage at the same time as New City Hall. • Con: Cold storage would not be ready until Fall of 2024 (cold storage wouldn’t be ready either way until Spring of 2024). Page 18 City of Otsego, MN New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements 3. CONSTRUCTION MANAGEMENT APPROACH | BUDGET MAINTAINING PROJECT BUDGET ESTABLISH A DETAILED ESTIMATE Upon award, KA will work with the City of Otsego and Wold to confirm the target budget for the project. KA will perform a detailed estimate using information from our project cost history for similar building types and spaces. This estimate informs our target values for the project budget and informs decision-making going forward. We will work with the City and Wold to determine to provide the best value in materials and schedule. We will work with the City and Wold to test the project budget as often as necessary via detailed estimates to ensure the City is getting great value for every dollar spent. KA’s in-house technical support team is available to provide estimating, value management, and constructability review throughout the process. VALUE MANAGEMENT AND CONSTRUCTABILITY Value Management is most effective when it is done in conjunction with the City and Wold as the design process is being completed. Our preconstruction team will provide real-time cost-saving opportunities during design meetings so the City can make informed decisions. These options will provide the team with different pathways for project savings of schedule impacts to stay within the overall project budget and schedule. KA will provide constructability reviews of the project plans then assist with design, layout, and constructability to get the best value for the City. CONTROLLING THE BUDGET DURING CONSTRUCTION KA’s construction administration is focused on open communication and transparency. KA employs sophisticated financial and project management systems to provide critical information to the project team to evaluate project status and make well-informed decisions. We will carefully manage the workflow and information through a direct and efficient interface with your staff and Wold. We will prepare weekly progress meetings and detailed reports for the team on each subcontractor’s work and overall financial management of their portion of the project. Billing, cash flow projections, and job cost reports are included in our monthly reporting, ensuring we are on top of your budget through every step of the project. BURNSVILLE POLICE DEPARTMENT AND CITY HALL ADDITION AND REMODEL Burnsville, MN Total cost: $13M The 57,940 SF phased remodel, renovation, and expansion to the Police Department and City Hall consisted of three additions: a 31-stall garage for the squad cars, a front entry vestibule and lobby for the police department, and a three-car garage for processing evidence. Page 19 City of Otsego, MN New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements 3. CONSTRUCTION MANAGEMENT APPROACH | SAFETY CONSTRUCTION SITE SAFETY We will assign an experienced, full-time, on-site Project Superintendent to organize and supervise all construction activities. In conjunction with our Project Manager, Dan Kjellberg, the Project Superintendent and Dan will coordinate the management, scheduling, and planning of the contractor’s work, ensuring that requirements of the overall schedule are met. The Project Superintendent and Dan will be responsible for quality and safety program compliance with assistance from KA’s Director of Safety, Jay Vander Leest. They will also monitor all deliveries of materials, contractor progress, and measure physical completion of work, both in conjunction with each contractor’s invoicing procedures. They will ensure that each contractor has the appropriate staffing to meet schedule requirements. COVID-19: KA’S COMMITMENT TO JOB SAFETY As the world continues to deal with and adapt to the unprecedented challenges of the COVID-19 pandemic, KA’s top priority remains safety. The company has implemented stringent social distancing practices and other elevated safety protocol on construction job sites, details of which can be obtained by request. KA’s Safety Program includes: • COVID-19 screening and jobsite protocols • OSHA consultation • Orientation and training • OSHA hazard assessments • Use of OSHA-approved personal protective equipment • Properly maintained tools, equipment, and facilities • Formal and informal inspections to find and eliminate any unsafe acts or conditions • Investigation of all incidents and accidents to prevent a recurrence Project-Specific Safety Plan includes: • Review the safety programs of each of the contractors and develop an overall safety plan for the project • Jobsite visits by our Director of Safety, Jay Vander Leest • Our full-time, on-site Project Superintendent will be responsible for establishing, monitoring, and enforcing our safety policies for all contractors during construction • Our Project Superintendent will lead daily huddle and weekly tool box meetings • We keep all stakeholders advised of all construction operations through daily and weekly coordination and progress meetings, ensuring that all team members and parties are informed of current/upcoming construction activities ROSEMOUNT POLICE AND PUBLIC WORKS Rosemount, MN Currently in progress, this project comprises a 70,346 SF new Public Works and a 48,629 SF new Police Department facility, with a total estimated cost of $60M. Page 20 City of Otsego, MN New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements 3. CONSTRUCTION MANAGEMENT APPROACH CONTRACT ADMINISTRATION • Recommend bid packages • Conduct pre-bid overview meeting with local and under-served contractors • Recommend work scopes • Bid timing to gain value and coverage • Conduct pre-bid meetings with bidders • Make bid attractive to prime contractors • Manage the competitive prime contractor bidding process • Publicly receive, review, and thoroughly analyze all bids • Conduct pre-award conferences • Draft and facilitate the contract procurement including contracts, bonds, insurance, and schedule of values • KA has implemented online bidding via Bid Express in response to COVID-19. ENSURING PROJECT QUALITY Working with the City and Wold, KA will define the important quality activities and resources for the project that are specific to the unique construction involved in projects similar to yours. It involves understanding the appropriate quality standards, design, and sustainability goals for the project and incorporating a process to address them. We achieve this by: • Reviewing and understanding the project requirements • Determining key stakeholders and decision makers • Setting the project goals and aligning them with the expectations of the City and Wold. • Utilizing KA’s experienced in-house technical support professionals who specifically focus on and support the team with any specialty needs for the City’s operations. • Reviewing the project documents and providing feedback to Wold. We will identify areas where clarification is required, highlight discrepancies, and provide timely recommendations regarding constructability, long-term building performance, and value-management options. SAFETY PROGRAM Providing a safe work environment is Priority Number One at KA. It is our policy to provide a safe and healthy work environment for all workers, and to abide by all federal, state, and local regulations as they pertain to our operations and your project. We strive for zero lost-time on every project through good management, utilization of our resources, a proactive approach to safety, a strong supervisory presence, and hazard assessment. KA has a formal, written Safety and Health Program which addresses general safety and OSHA standards and guidelines. We will also incorporate all applicable federal, state, and local regulations into our program. EXPERIENCE MODIFICATION RATE (EMR) KA has been recognized annually since 1991 for its excellent safety record that consistently ranks within the top tier of construction firms nationally. Our commitment to providing a safe and healthy work environment, and our dedication to safety on our project sites assure you that every precaution will be taken, and every control implemented to provide for the health and safety of anyone on – or visiting – the jobsite. KA is proud of our safety accomplishments and safety record. We have an EMR rating of 0.54, which places us within the top tier of construction firms nationally. 0.54 KA’S 2023 EXPERIENCE MODIFICATION RATE (EMR) WRIGHT COUNTY PUBLIC WORKS FACILITY Buffalo, MN KA was the CM on the new 105,000 SF Highway Department and Maintenance Facility, which included 10 maintenance bays with lifts, lube systems and overhead cranes, indoor vehicle storage with 49 equipment stalls, and 12,640 SF of office space. Page 21 City of Otsego, MN New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements 3. CONSTRUCTION MANAGEMENT APPROACH CHANGE ORDER PROCEDURES Using our experience with fire and police stations, additions, and remodeling, the team will be able to reduce the potential for changes in the scope of work – and the accompanying expense – by taking the time at the outset to clarify expectations and clearly define parameters. Programmatic issues, basic design direction, budgets, and schedules will be fully explored, mutually agreed upon, and clearly communicated from the beginning. CHANGE ORDER MANAGEMENT • Prompt transparent communication between the City and Dan Kjellberg with any change directive • Measure schedule effects resulting from a change or proposed change • Detailed review of all pricing to ensure fair market-based value • City of Otsego’s written authorization before new efforts are undertaken • Prompt response to all new work orders and changes directed by the City • Establish and maintain a change request log to identify, record, and monitor status of potential and existing changes • Prompt preparation and submission of accurate, detailed costs, with substantiating documentation MANAGEMENT AND COORDINATION OF FINAL START-UP, TESTING AND OCCUPANCY During the preconstruction phase, we will prepare the necessary schedules that define the project closeout activities. This ensures all appropriate parties are prepared for final inspections and occupancy. During project completion, we conduct a walk-through with your maintenance personnel to direct the checkout, the operations of the various systems and equipment for readiness, and to assist in the initial commissioning start-up and testing by the subcontractors. We will coordinate the training of personnel on the operation and maintenance of the major building systems. We secure and transmit required guarantees, affidavits, releases, bonds and waivers, operating manuals, records, and as-built drawings to you. This information will be provided in both hard copy and electronic form. We will provide an 11-month walk-through with the City’s maintenance personnel. Law Enforcement Center Renovations Justice Center Renovations Government Center East Renovations Government Center West Building Addition SCOTT COUNTY GOVERNMENT COMPLEX Shakopee, MN Total cost: $66.5M • Law Enforcement Center Renovation • Existing Government Center and Justice Center Remodel • Government Center West Building • 15,000 SF Public Works Facility in Jordan, MN in 2019 (pictured below) THIS PAGE IS INTENTIONALLY BLANK. City of Otsego, MN New City Hall, Public Works Expansion, Renovation, Cold Storage, and Prairie Center Improvements Page 23 City of Otsego, MN New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements 4. COST PROPOSAL Start Date:June 16, 2023 Finish Date:February 28, 2025 17.0 74 368 2947 Mo.Wks Days Hours Description Quantity Unit Unit Cost Total Project Executive, Principal in Charge 74 HRS $194.00 In Fee Senior Project Manager 147 HRS $166.00 24,457$ Project Manager 147 HRS $139.00 20,479$ Project Superintendent #1 74 HRS $137.00 10,092$ Preconstruction Manager/Estimator 324 HRS $145.00 46,999$ Quality Manager 66 HRS $143.00 9,481$ MEP Coordinator 66 HRS $155.00 10,277$ Project Coordinator 147 HRS $70.00 10,313$ Subtotal PRECONSTRUCTION STAFF 1,046 HRS 132,099$ Discounted PRECONSTRUCTION RATE 25,000$ Start Date:August 1, 2023 Finish Date:December 31, 2025 32.0 139 693 5547 Mo.Wks Days Hours Description Quantity Unit Unit Cost Total Project Executive, Principal in Charge 35 HRS $194.00 In Fee Senior Project Manager 277 HRS $166.00 46,037$ Project Manager 2,773 HRS $139.00 385,493$ Project Superintendent #1 5,547 HRS $137.00 759,893$ General Superintendent 277 HRS $151.00 41,877$ Quality Manager 35 HRS $143.00 In Fee MEP Specialist 35 HRS $155.00 In Fee Safety Manager 277 HRS $152.00 42,155$ VDC/BIM 35 HRS $130.00 In Fee Project Coordinator 1,664 HRS $70.00 116,480$ Accounting 277 HRS $70.00 19,413$ Subtotal CONSTRUCTION STAFF 11,197 HRS 1,411,349$ CONSTRUCTION MANAGEMENT FEE 23,592,500$ 1.60%377,480$ Based on 1.60% hard construction cost of $23,592,500.00 Monthly Reimbrsables*32.0 MOS $3,400.00 108,800$ Builders Risk Insurance 32.0 MOS $950.00 By City TOTAL REIMBURSABLES 108,800$ Total Staff 1,436,349$ Construction Management Fee 377,480$ Total Reimbursables 108,800$ Total Fee Proposal 1,922,629$ *Reimbursables Include: 1 - Job Site Office Trailer 2 - Job Site Office Equipment 3 - Job Site Office Supplies 4 - Superintendent Truck Travel and Expenses 32.0 MOS $500.00 16,000$ Umbrella Liability Insurance 32.0 MOS $700.00 22,400$ Reproduction & Shipping 32.0 MOS $50.00 1,600$ Collaboration Technology 32.0 MOS $862.00 27,584$ Subtotal REIMBURSABLES 67,584$ City of Otsego City Hall and PW CMFee Proposal per RFP ScheduleKraus-Anderson Construction CompanyApril 6, 2023 PRECONSTRUCTION CONSTRUCTION Kraus-Anderson Supplemental Reimburables Note: The above noted costs are typically included in KA reimbursable costs and should be included in the total valuation of KA proposal to City of Otsego The lump sum total of $1,922,629.00, represents 17.0 months of Preconstruction Phase Services, 32.0 months of Construction Phase Services and a 1.60% Fee based upon a $23,592,500.00 Cost of Work. Should the durations or Cost of Work change, the Construction Manager shall be entitled to an equitable adjustment of its compensation based upon the rates outlined above. THIS PAGE IS INTENTIONALLY BLANK. City of Otsego, MN New City Hall, Public Works Expansion, Renovation, Cold Storage, and Prairie Center Improvements KA® Construction Company is an EEO/AA Employer.www.krausanderson.com Printed in USA 2023 MINNESOTA Minneapolis - HQ 501 South Eighth Street Minneapolis, MN 55404 612-332-7281 Bemidji 206 Beltrami Avenue Bemidji, MN 56601 218-759-0596 Duluth 3716 Oneota Street Duluth, MN 55807 218-722-3775 Rochester 502 2nd Avenue SW Rochester, MN 55902 507-226-8690 NORTH DAKOTA Bismarck 1815 Schafer Street Suite 200 Bismarck, ND 58501 701-989-7150 WISCONSIN Madison 151 East Wilson Street Suite 100 Madison, WI 53703 608-838-5444 Milwaukee 126 North Jefferson Street Suite 402 Milwaukee, WI 53202 414-216-7249 CITY OF OTSEGO New City Hall, Public Works Expansion and Renovation, Cold Storage, and Prairie Center Improvements Kraus-Anderson Interview May 22, 2023 PAGE 2 INTRODUCTIONS/STAFF QUALIFICATIONS DAN KJELLBERG Project Manager JESSE FISKEWOLD General Superintendent DUSTIN PHILLIPS Senior Project Manager MARK KOTTEN Principal in Charge TRUSTED PARTNERS • ADVOCATES • PROVEN CM LEADERSPreconstruction and E s t i matingS a fetyBIM Building Scienc e /Q uality M a nagementMEP C o ordinati o n PAGE 3 13 City Hall projects completed by KA FIRM QUALIFICATIONS 66 government entities served by KA, including city, county, state, and federal 35 Public Works/ Vehicle Maintenance projects completed by KA GOOD NEIGHBOR TIGHT SITE|PHASING VALUE MANAGEMENT Rosemount Public Works and Public Safety Rosemount Public Works and Public Safety Facility Facility Crystal Police DepartmentCrystal Police Department White Bear Lake Public Safety RenovationWhite Bear Lake Public Safety Renovation Together, KA and Wold have completed 215+ projects totaling over $2 billion in construction value Government Center West Building Addition Justice Center Renovations Government Center East Renovations Law Enforcement Center Renovations Temporary Sally Port MULTI-PROJECT SITE Scott County Government Center Scott County Government Center PAGE 4 CM APPROACH: PRECONSTRUCTION f Detailed estimates f Controlling the budget during construction f Detailed project schedule and phasing f Market conditions f Leverage our industry relationships to your benefit f Safety and security f Unique components -Understanding equipment configurations, structure types, lube systems, fuel systems, heating systems, wash bays, etc. FACILITY ASSESSMENT CONCEPT EST. 8.20.20 Opt 1 "Good" 100% Cut 9.3.20 Opt 2 "Better" Cut + Fund 9.3.20 Opt 3 "Best" 100% Fund 9.3.20 Opt 4 "All Needs" 9.17.20 ADDED FUNDING 9.29.20 REVISED SD ESTIMATE 11.11.20 DD ESTIMATE 01.03.21 CD ESTIMATE 02.05.21 Building SqFt | Building Cost/SF: 30,000.00 32,433.00 32,433.00 32,433.00 32,433.00 35,133.00 35,133.00 34,728.00 34,728.00 34,728.00 REVENUE Bond $10,700,000.00 $10,700,000.00 $10,700,000.00 $10,700,000.00 $10,700,000.00 $10,700,000.00 $10,700,000.00 $10,700,000.00 $10,700,000.00 $10,700,000.00 Facility Fund $1,800,000.00 $1,800,000.00 $1,800,000.00 $1,800,000.00 Total Available Dollars 10,700,000.00 10,700,000.00 10,700,000.00 10,700,000.00 10,700,000.00 10,700,000.00 12,500,000.00 12,500,000.00 12,500,000.00 12,500,000.00 CONSTRUCTION COSTS Estimate - Building/Additions/Site 8,275,000.00 8,852,607.00 8,852,607.00 8,852,607.00 8,852,607.00 9,409,407.00 9,409,407.00 8,954,571.00 8,920,343.00 8,500,000.00 Value Engineering Options 0.00 (1,287,771.00)(464,227.00)406,500.00 0.00 (514,314.00)0.00 0.00 200,000.00 CONSTRUCTION COSTS SUB-TOTAL 8,275,000.00 9,715,237.35 8,427,466.35 9,251,010.35 10,121,737.35 10,314,877.35 9,800,563.35 9,872,299.55 9,731,360.15 9,375,000.00 Sample Budget PAGE 5 CM APPROACH: BUDGET TRACKING AND CONTROL Budget Tracking -Ability to track all systems and costs -How to best procure materials -Change management is open and transparent -Tracking owner costs Date: 6/27/2019 Owner:St. Croix County Project:Highway Department Facility Location:Baldwin, WI Architect:CBS2 Architects Description Budget Remarks Total Available Dollars 2018 Bond Issue $27,000,000 WisDot Revenue TBD Sale of Existing Building TBD Utility Rebates TBD (Anticipated 20-30k) $150,000 2016-2017 CIP Amount/Site Study Bond Costs ($96,000)Updated per 1/9 email - 96 K actual cost TOTAL REVENUE $27,054,000 $844,207 Closing Statement- Final Cost Construction Costs Budget Site Improvements Asphalt Paving $1,425,000 County Costs for self perform work Landscaping $75,000 County Costs for self perform work $86,309 SCC Self-Perform Updated 4.24.19 $12,900 SCC Self-Perform New Buildings and Site Bid Day Contracts Bid Package #1 $9,106,130 Includes Alt #1 & #4 Bid Package #2 (Earthwork & Utilities) $1,186,120 Includes Agg Base Alt Bid Package #3 $8,091,600 Includes Alt #5, Includes flooring install quote Doors and Hardware Material Supply $162,333 Twin City Hardware included VE deduct CO $47,299 Monument Sign $15,000 Equipment/ Special Systems Vehicle Lifts $324,603 Midwest Lift Hose Reels, tanks, compressors and associated piping $272,813 Pump & Meter Fueling System & Canopy $388,950 Advanced Tank Brine Tank System $128,651 Varitech Truck Scale $84,950 Weigh Rite Scale Parts Racking / Storage Racking $137,400 Equipment $100,000 Work Benches $30,000 Emulsion Tank System $100,000 $5,000 Wall graphic/includes estimate for installation $14,712 Material Only, Installation budget in BP #3. Updated 4.24.19 $320 Sample wall map Moving / Relocation of Existing Equipment $20,000 Change Orders Writen $501,186 Pending Change Orders $183,390 Construction Contingency Remaining $141,976 Contingency Remaining Owner Contingency Remaining $0 Contingency Remaining Springsted Invoice $43,743 Attorney fees associated with the bond ESS Equipment/Supplies $5,000 Only a cabinet being requested. ESS Hammond Close Up $30,000 * Funding Source - possible move to Hammond Sale Total Construction Budget $23,529,592 Soft Cost Budget A/E Fees & Estimated Reimbursable $745,000 $57,000 CM Fee / Site Services $896,037 CM Estimated Reimbursable $56,350 General Conditions $550,000 FFE Programming/Design $0 Construction Testing / Special Inspections Testing / Soil Borings $69,522 PSI Final Cleaning $10,060 J&F Building Permits $13,685 State of Wisconsin Design Review Costs/SCC Paid Direct DNR Permits $359 Wetland Mitigation $27,800 $7,200 Ayres Associates SAC Charges / WAC Charges/Village of Baldwin $52,548 Impact Fees Village of Baldwin Review Fees $14,394 Review/Plan Commission/Publication $3,500 JC Norby $9,262 $3,870 Facilities Maintenance Software $28,412 All Croix Inspections Site Survey $250 SCC Surveying Division Total Soft Cost Budget $2,545,249 Owner Costs Budget Furniture Fixtures and Equipment $178,700 Furniture. Updated 4.24.19 Technology / Equipment $94,760 AV $80,482 Low Voltage Wiring $70,400 Security Cameras and necessary supporting equipment. Updated 4.24.19 $47,500 Camera system license. Updated 4.24.19 $130,818 Card access door system Total Owner Costs Budget $602,660 TOTAL PROJECT COST 26,677,501 Constr. Cost + Soft Costs + Owner Costs Project Balance Available $376,499 Under budget Convergint Staples- FFE Tierney Brothers All-State All-State/Milestone/Camera Storage Network/Switching/Misc. IT Supplies SCC Builders Risk Insurance Wall Graphic/Historic Baldwin Permit/Inspection Fees Overall Project Budget Land Cost Previous Bond Total Drain Tile/SCC Self Perform Highway Facility Appraisal Costs Millikan Carpet & Supplies Badgerland Printing Chlorides testing system for Vehicle Wash Bay Erosion Control/2017 Work Wetland Delineations - Baldwin Site/Site Selection SCC Miscellaneous Concept/Site Selection Study Date: 6/27/2019Owner:St. Croix CountyProject:Highway Department FacilityLocation:Baldwin, WIArchitect:CBS2 ArchitectsDescription Budget RemarksTotal Available Dollars 2018 Bond Issue $27,000,000WisDot Revenue TBDSale of Existing Building TBDUtility Rebates TBD (Anticipated 20-30k)$150,000 2016-2017 CIP Amount/Site StudyBond Costs ($96,000)Updated per 1/9 email - 96 K actual costTOTAL REVENUE $27,054,000$844,207 Closing Statement- Final CostConstruction Costs Budget Site ImprovementsAsphalt Paving $1,425,000 County Costs for self perform work Landscaping $75,000 County Costs for self perform work $86,309 SCC Self-Perform Updated 4.24.19$12,900 SCC Self-Perform New Buildings and Site Bid Day Contracts Bid Package #1 $9,106,130 Includes Alt #1 & #4Bid Package #2 (Earthwork & Utilities) $1,186,120 Includes Agg Base AltBid Package #3 $8,091,600 Includes Alt #5, Includes flooring install quoteDoors and Hardware Material Supply $162,333 Twin City Hardware included VE deduct CO$47,299Monument Sign $15,000 Equipment/ Special SystemsVehicle Lifts $324,603 Midwest LiftHose Reels, tanks, compressors and associated piping $272,813 Pump & MeterFueling System & Canopy $388,950 Advanced TankBrine Tank System $128,651 VaritechTruck Scale $84,950 Weigh Rite ScaleParts Racking / Storage Racking $137,400Equipment $100,000 Work Benches $30,000 Emulsion Tank System $100,000 $5,000 Wall graphic/includes estimate for installation $14,712 Material Only, Installation budget in BP #3. Updated 4.24.19 $320 Sample wall map Moving / Relocation of Existing Equipment $20,000 Change Orders Writen $501,186 Pending Change Orders $183,390 Construction Contingency Remaining $141,976 Contingency Remaining Owner Contingency Remaining $0 Contingency Remaining Springsted Invoice $43,743 Attorney fees associated with the bond ESS Equipment/Supplies $5,000 Only a cabinet being requested. ESS Hammond Close Up $30,000 * Funding Source - possible move to Hammond Sale Total Construction Budget $23,529,592 Soft Cost Budget A/E Fees & Estimated Reimbursable $745,000 $57,000 CM Fee / Site Services $896,037 CM Estimated Reimbursable $56,350 General Conditions $550,000 FFE Programming/Design $0 Construction Testing / Special Inspections Testing / Soil Borings $69,522 PSI Final Cleaning $10,060 J&F Building Permits $13,685 State of Wisconsin Design Review Costs/SCC Paid Direct DNR Permits $359 Wetland Mitigation $27,800 $7,200 Ayres Associates SAC Charges / WAC Charges/Village of Baldwin $52,548 Impact Fees Village of Baldwin Review Fees $14,394 Review/Plan Commission/Publication $3,500 JC Norby $9,262 $3,870 Facilities Maintenance Software $28,412 All Croix Inspections Site Survey $250 SCC Surveying Division Total Soft Cost Budget $2,545,249 Owner Costs Budget Furniture Fixtures and Equipment $178,700 Furniture. Updated 4.24.19 Technology / Equipment $94,760 AV $80,482 Low Voltage Wiring $70,400 Security Cameras and necessary supporting equipment. Updated 4.24.19 $47,500 Camera system license. Updated 4.24.19 $130,818 Card access door system Total Owner Costs Budget $602,660 TOTAL PROJECT COST 26,677,501 Constr. Cost + Soft Costs + Owner Costs Project Balance Available $376,499 Under budget Convergint Staples- FFE Tierney Brothers All-State All-State/Milestone/Camera Storage Network/Switching/Misc. IT Supplies SCC Builders Risk Insurance Wall Graphic/Historic Baldwin Permit/Inspection Fees Overall Project BudgetLand CostPrevious Bond TotalDrain Tile/SCC Self Perform Highway Facility Appraisal Costs Millikan Carpet & Supplies Badgerland Printing Chlorides testing system for Vehicle Wash BayErosion Control/2017 Work Wetland Delineations - Baldwin Site/Site Selection SCC Miscellaneous Concept/Site Selection Study PAGE 6 CM APPROACH: SITE LOGISTICS STAGING AREA CONSTRUCTION ACCESS BETWEEN SITES KA JOB TRAILER COLD STORAGE CONSTRUCTION ZONE SIGN CITY HALL SITE PUBLIC WORKS GATE GATE CONSTRUCTION ZONE SIGN OPEN TO PUBLIC SITE FENCE SITE FENCE EXISTING FENCE OPEN TO PUBLIC PROTECTED FUEL ISLAND TO REMAIN OPEN CONSTRUCTION TRAFFIC PHASE 1 PUBLIC USE ONLY CONSTRUCTION TRAFFIC STAGING AREA CONSTRUCTION ACCESS BETWEEN SITES KA JOB TRAILER COLD STORAGE GATE CONSTRUCTION ZONE SIGN OPEN TO PUBLIC PRAIRIE CENTER SITE SITE FENCE EXISTING FENCE OPEN TO PUBLIC PROTECTED FUEL ISLAND TO REMAIN OPEN CONSTRUCTION TRAFFIC NEW CITY HALL PUBLIC USE ONLY PUBLIC WORKS SITE CONSTRUCTION ZONE SIGN CONSTRUCTION TRAFFIC PHASE 2 f Neighborly Practices -Dust Control -Delivery Management -Communication -Spark Pages https://express.adobe.com/page/ Eu7Vu7Y6JT6G6/ f Site Logistics -Jobsite Safety & Security -Phasing and Scheduling Options -Construction Separation from Public Services BE A GOOD NEIGHBOR The site and surrounding area will remain a safe environment for City staff, the public, and onsite contractors, while reducing disruptions to the residential neighbors. PAGE 7 CM APPPROACH: PROJECT SCHEDULE 2023 20262023202420252026 Jun 16 -Jul 31Bid & Award Mar 20 -Jun 16DD Sep 18 -Oct 31Bid & Award Nov 1 -Mar 12Procurement May 6 -Apr 2Construction Apr 3 -Apr 30Substantial Completion May 1 -May 14Occupancy Oct 16 -May 14PUBLIC WORKS FACILITY EXPANSION AND RENOVATION Oct 16 -Jan 12SD Apr 15 -Aug 13CD Sep 4 -Mar 1Construction Mar 4 -Mar 29Substantial Completion Apr 1 -Apr 12Occupancy Jan 16 -May 14NEW CITY HALL Jan 16 -Mar 17SD Jun 19 -Sep 15CD Jan 15 -Apr 12DD Jan 16 -Apr 15COLD STORAGE Jan 16 -Feb 14SD Feb 15 -Mar 21DD Apr 3 -Jun 15CD Aug 14 -Sep 30Bid & Award Oct 1 -Jan 28Procurement May 5 -Apr 2Construction Apr 3 -Apr 30Substantial Completion May 1 -May 14Occupancy Jan 16 -May 12PRAIRIE CENTER RENOVATIONS Sep 16 -Oct 15SD Oct 16 -Nov 29DD Dec 2 -Jan 15CD Jan 16 -Feb 28Bid & Award Mar 3 -Apr 30Procurement May 1 -Aug 29Construction Sep 1 -Sep 26Substantial Completion Sep 29 -Oct 10Occupancy RFP PROVIDED SCHEDULE 32 MONTHS • Pro: All projects are spaced out evenly with minimal overlap. • Pro: This potentially allows access to cold storage earlier than the other proposed options. This does however, put construction during winter months, which will likely impact cost. • Con: KA has/is working on Pre-Engineered Metal Buildings with Wold and are currently seeing lead times of 4-6 months across all major manufacturers. • Con: This is the longest schedule option provided and it comes with higher service cost. PAGE 8 CM APPROACH: PROJECT SCHEDULE 2023 20262023202420252026 Jun 16 -Jul 31Bid & Award Mar 20 -Jun 16DD Sep 18 -Oct 31Bid & Award Nov 1 -Feb 28Procurement May 6 -Apr 3Construction (11 mos.) Apr 4 -May 1Substantial Completion May 2 -May 15Occupancy Oct 16 -May 12PUBLIC WORKS FACILITY EXPANSION AND RENOVATION Oct 16 -Jan 12SD Apr 15 -Aug 13CD May 6 -Nov 1Construction Nov 4 -Nov 15Substantial Completion Nov 18 -Nov 29Occupancy Jan 16 -May 15NEW CITY HALL Jan 16 -Mar 17SD Jun 19 -Sep 15CD Jan 15 -Apr 12DD Jan 16 -Nov 29COLD STORAGE Jan 16 -Feb 14SD Feb 15 -Mar 31DD Apr 3 -Jun 15CD Aug 14 -Sep 30Bid & Award Oct 1 -Jan 28Procurement May 1 -Mar 31Construction Apr 1 -Apr 28Substantial Completion Apr 29 -May 12Occupancy Sep 16 -Oct 10PRAIRIE CENTER RENOVATIONS Sep 16 -Oct 15SD Oct 16 -Nov 29DD Dec 2 -Jan 15CD Jan 16 -Feb 28Bid & Award Mar 3 -Apr 30Procurement May 1 -Aug 29Construction Sep 1 -Sep 26Substantial Completion Sep 29 -Oct 10Occupancy Aug 1 -Dec 28PEMB Lead Times (4-6 mos.) KA OPTION 1 SCHEDULE 24.5 MONTHS • Pro: All projects are still evenly spaced out with no impact to design timelines. • Pro: Best balance of disruption avoidance and overall cost. Potential savings of over $350,000. This is excluding benefits from bidding both Cold Storage and City Hall simultaneously to promote peak bidder interest. • Pro: Taking into account bidding efficiencies, current lead times on metal building and overall project cost it would make sense to start the cold storage at the same time as New City Hall. • Con: Cold storage would not be ready until Fall of 2024 (cold storage wouldn’t be ready either way until Spring of 2024). PAGE 9 CM APPROACH: PROJECT SCHEDULE 2023 2025JanJunNovAprSepFebJul Jun 16 -Jul 31Bid & Award Mar 20 -Jun 16DD Sep 18 -Oct 31Bid & Award Nov 1 -Feb 28Procurement May 6 -Apr 3Construction (11 mos.) Apr 4 -May 1Substantial Completion May 2 -May 15Occupancy Oct 16 -Sep 18PUBLIC WORKS FACILITY EXPANSION AND RENOVATION Oct 16 -Jan 12SD Apr 15 -Aug 13CD May 6 -Nov 1Construction Nov 4 -Nov 15Substantial Completion Nov 18 -Nov 29Occupancy Jan 16 -May 15NEW CITY HALL Jan 16 -Mar 17SD Jun 19 -Sep 15CD Jan 15 -Apr 12DD Jan 16 -Nov 29COLD STORAGE Jan 16 -Feb 14SD Feb 15 -Mar 31DD Apr 3 -Jun 15CD Aug 14 -Sep 30Bid & Award Jul 12 -Nov 8Procurement Sep 9 -Aug 7Construction (Expansion until City Hall complete) Aug 8 -Sep 4Substantial Completion Sep 5 -Sep 18Occupancy Sep 16 -Oct 10PRAIRIE CENTER RENOVATIONS Sep 16 -Oct 15SD Oct 16 -Nov 29DD Dec 2 -Jan 15CD Jan 16 -Feb 28Bid & Award Mar 3 -Apr 30Procurement May 1 -Aug 29Construction Sep 1 -Sep 26Substantial Completion Sep 29 -Oct 10Occupancy Aug 1 -Dec 28PEMB Lead Times (4-6 mos.) Apr 15 -May 24Early Bid Package Structure May 27 -Jul 11Early Package Bid & Award KA OPTION 2 SCHEDULE 17 MONTHS • Pro: Durations would allow for this option to be successful with a good disruption avoidance plan. • Pro/Con: Projects now have more overlap but require an early bid package in the case of Public Works. • Pro/Con: This has the most cost-saving potential at a savings of over $700,000 plus the benefits mentioned in Option 1. The con here is that it puts some additional strain on your current combined Public Works/City Hall campus. • Con: This would be faster paced overall requiring more expedient decisions on items that arise during construction. PAGE 10 CM APPROACH: QUALITY AND SAFETY 0.54 KA’S 2023 EMR f Full-time, onsite Superintendent f Communication f Coordination f Quality control f Site-Specific Safety Plan f Project document review f Alignment of expectations and goals f Work scope development f Drone/Scans/360 photos f Pre-installation meetings PAGE 11 CM APPROACH: COMMUNICATION Autodesk Build - easily accessible and current project information f Daily jobsite huddles with trades f Weekly construction progress meetings f Monthly updates for stakeholders f Community information website f Project management software for all documentation SPARK PAGE CITY OF MAPLEWOOD NORTH FIRE STATION SAMPLE CONSTRUCTION UPDATE CITY OF CRYSTAL POLICE STATION SCAN ME PAGE 12 COST PROPOSAL: FEE Start Date:June 16, 2023 Finish Date:February 28, 2025 17.0 74 368 2947 Mo.Wks Days Hours Description Quantity Unit Unit Cost Total Project Executive, Principal in Charge 74 HRS $194.00 In Fee Senior Project Manager 147 HRS $166.00 24,457$ Project Manager 147 HRS $139.00 20,479$ Project Superintendent #1 74 HRS $137.00 10,092$ Preconstruction Manager/Estimator 324 HRS $145.00 46,999$ Quality Manager 66 HRS $143.00 9,481$ MEP Coordinator 66 HRS $155.00 10,277$ Project Coordinator 147 HRS $70.00 10,313$ Subtotal PRECONSTRUCTION STAFF 1,046 HRS 132,099$ Discounted PRECONSTRUCTION RATE 25,000$ Start Date:August 1, 2023 Finish Date:December 31, 2025 32.0 139 693 5547 Mo.Wks Days Hours Description Quantity Unit Unit Cost Total Project Executive, Principal in Charge 35 HRS $194.00 In Fee Senior Project Manager 277 HRS $166.00 46,037$ Project Manager 2,773 HRS $139.00 385,493$ Project Superintendent #1 5,547 HRS $137.00 759,893$ General Superintendent 277 HRS $151.00 41,877$ Quality Manager 35 HRS $143.00 In Fee MEP Specialist 35 HRS $155.00 In Fee Safety Manager 277 HRS $152.00 42,155$ VDC/BIM 35 HRS $130.00 In Fee Project Coordinator 1,664 HRS $70.00 116,480$ Accounting 277 HRS $70.00 19,413$ Subtotal CONSTRUCTION STAFF 11,197 HRS 1,411,349$ CONSTRUCTION MANAGEMENT FEE 23,592,500$ 1.60%377,480$ Based on 1.60% hard construction cost of $23,592,500.00 Monthly Reimbrsables*32.0 MOS $3,400.00 108,800$ Builders Risk Insurance 32.0 MOS $950.00 By City TOTAL REIMBURSABLES 108,800$ Total Staff 1,436,349$ Construction Management Fee 377,480$ Total Reimbursables 108,800$ Total Fee Proposal 1,922,629$ *Reimbursables Include: 1 - Job Site Office Trailer 2 - Job Site Office Equipment 3 - Job Site Office Supplies 4 - Superintendent Truck Travel and Expenses 32.0 MOS $500.00 16,000$ Umbrella Liability Insurance 32.0 MOS $700.00 22,400$ Reproduction & Shipping 32.0 MOS $50.00 1,600$ Collaboration Technology 32.0 MOS $862.00 27,584$ Subtotal REIMBURSABLES 67,584$ City of Otsego City Hall and PW CMFee Proposal per RFP ScheduleKraus-Anderson Construction CompanyApril 6, 2023 PRECONSTRUCTION CONSTRUCTION Kraus-Anderson Supplemental Reimburables Note: The above noted costs are typically included in KA reimbursable costs and should be included in the total valuation of KA proposal to City of Otsego The lump sum total of $1,922,629.00, represents 17.0 months of Preconstruction Phase Services, 32.0 months of Construction Phase Services and a 1.60% Fee based upon a $23,592,500.00 Cost of Work. Should the durations or Cost of Work change, the Construction Manager shall be entitled to an equitable adjustment of its compensation based upon the rates outlined above. Start Date:June 16, 2023Finish Date:February 28, 202517.0 74 368 2947Mo.Wks Days HoursDescriptionQuantityUnitUnit Cost TotalProject Executive, Principal in Charge 74 HRS $194.00 In FeeSenior Project Manager 147 HRS $166.00 24,457$ Project Manager 147 HRS $139.00 20,479$ Project Superintendent #1 74 HRS $137.00 10,092$ Preconstruction Manager/Estimator 324 HRS $145.00 46,999$ Quality Manager 66 HRS $143.00 9,481$ MEP Coordinator 66 HRS $155.00 10,277$ Project Coordinator 147 HRS $70.00 10,313$ Subtotal PRECONSTRUCTION STAFF 1,046 HRS 132,099$ Discounted PRECONSTRUCTION RATE 25,000$ Start Date:August 1, 2023Finish Date:December 31, 202532.0 139 693 5547Mo.Wks Days HoursDescriptionQuantityUnitUnit Cost TotalProject Executive, Principal in Charge 35 HRS $194.00 In FeeSenior Project Manager 277 HRS $166.00 46,037$ Project Manager 2,773 HRS $139.00 385,493$ Project Superintendent #1 5,547 HRS $137.00 759,893$ General Superintendent 277 HRS $151.00 41,877$ Quality Manager 35 HRS $143.00 In FeeMEP Specialist 35 HRS $155.00 In FeeSafety Manager 277 HRS $152.00 42,155$ VDC/BIM 35 HRS $130.00 In Fee Project Coordinator 1,664 HRS $70.00 116,480$ Accounting 277 HRS $70.00 19,413$ Subtotal CONSTRUCTION STAFF 11,197 HRS 1,411,349$ CONSTRUCTION MANAGEMENT FEE 23,592,500$ 1.60%377,480$ Based on 1.60% hard construction cost of $23,592,500.00 Monthly Reimbrsables*32.0 MOS $3,400.00 108,800$ Builders Risk Insurance 32.0 MOS $950.00 By City TOTAL REIMBURSABLES 108,800$ Total Staff 1,436,349$ Construction Management Fee 377,480$ Total Reimbursables 108,800$ Total Fee Proposal 1,922,629$ *Reimbursables Include: 1 - Job Site Office Trailer 2 - Job Site Office Equipment 3 - Job Site Office Supplies 4 - Superintendent Truck Travel and Expenses 32.0 MOS $500.00 16,000$ Umbrella Liability Insurance 32.0 MOS $700.00 22,400$ Reproduction & Shipping 32.0 MOS $50.00 1,600$ Collaboration Technology 32.0 MOS $862.00 27,584$ Subtotal REIMBURSABLES 67,584$ City of Otsego City Hall and PW CMFee Proposal per RFP ScheduleKraus-Anderson Construction CompanyApril 6, 2023 PRECONSTRUCTIONCONSTRUCTION Kraus-Anderson Supplemental Reimburables Note: The above noted costs are typically included in KA reimbursable costs and should be included in the total valuation of KA proposal to City of Otsego The lump sum total of $1,922,629.00, represents 17.0 months of Preconstruction Phase Services, 32.0 months of Construction Phase Services and a 1.60% Fee based upon a $23,592,500.00 Cost of Work. Should the durations or Cost of Work change, the Construction Manager shall be entitled to an equitable adjustment of its compensation based upon the rates outlined above. PAGE 13 5 Trusted partner/Advocates 5 Proven CM leader 5 Local Experience 5 Budget and schedule focused 5 Open-book transparency 5 Wold relationship WE ARE RELATIONSHIP-DRIVEN, CLIENT-FOCUSED, AND SOLUTION-DRIVEN Goal Alignment PAGE 14 THANK YOU | Q & A