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HomeMy WebLinkAbout11D Central Fire Station – Contract for Construction Management Services City Council Action Request Form Meeting Date 8/10/2016 Department Community Development Agenda Category Regular Agenda Title Central Fire Station – Contract for Construction Management Services Staff Recommendation Approve the contract for Construction Manager as Constructor with a Guaranteed Maximum Price between Kraus-Anderson Construction Company and the City of Cottage Grove for the Central Station located at 8641 80th Street. Budget Implication Consistent with the current approved CIP Attachments Council Memo Contract with Kraus-Anderson TO: Honorable Mayor and City Council Charlene Stevens, City Administrator FROM: Jennifer Levitt, Community Development Director/City Engineer DATE: August 5, 2016 RE: Central Fire Station – Construction Management Contract Background The City Council on May 18, 2016, approved the contract with Wold Architects and Engineers to proceed with the design and construction of the new Central Fire Station to be located on 80th Street. Since that time, schematic design has been underway to develop the building layout and connectivity between uses and function with Fire Department personnel. It is anticipated that the schematic design and cost estimating related to this initial phase will be presented to Council on August 24, 2016, for approval. Discussion The next decision point for the project is the project delivery method. There are numerous models for how to deliver building projects that are allowed by State Statute: Design-Build, Construction Management Agency, Construction Management at Risk, and Design-Bid-Build. The following information briefly highlights each model. Some of the key factors to consider when determining the best delivery model for a project is cost, quality of design, workmanship of construction, long term maintenance, completion date, and on-going post construction services and follow-up. Design Build This model provides for a single contract with the Owner and General Contractor. An alternative to this model is the utilization of a Best Value Contract, which was used for the Public Safety/City Hall Building. The advantage is for a single contract relationship with the Owner. It also allows for a single source of risk and responsibility for non-owner and non-project related risks. This model served the City well to ensure delivery of the facility, especially given the complexity of the project where potential great financial risks could have existed. The downside is the loss of direct control over the project; the Owner is still at risk for delays, deficiencies, and owner-requested changes. This method did not meet the City’s desires for collaboration and accountability during construc- tion, and was very time consuming from a staffing level on the front end of the project. Design-Bid-Build This is the most traditional model of project delivery. This is where the Architect and Owner work hand-in-hand to develop a project scope, budget, design, and construction. Many times an Owner’s Representative would be hired to manage the Architect and the General Contractor. The General Contractor is selected through the low-bid process; this does create challenges and in- creases the likelihood of change orders. If the City is not hiring an Owner’s Representative, the Honorable Mayor, City Council, and Charlene Stevens Central Fire Station – Construction Management Contract August 5, 2016 Page 2 of 3 burden and workload on staff is high to manage this process. Since it is a low bid situation, the award is made to the lowest responsible contractor; this at times does come with additional changes from project management, schedule, and quality control. Construction Management Agency In a Construction Management Agency (CMA) model, the Owner has a contract with an entity that provides consultation through the design phases, manages the cost estimating of the project to stay on budget, and ultimately bids all of the project divisions out; the bids for each of the divisions are then assigned to the Owner. This model was used for the construction of the Ice Arena Ex- pansion. The delivery model worked great to control costs, manage the project budget, provided transparency through construction, Owner engagement in the construction details, and hands-on approach to being part of the process. This project delivery model served the needs and desires of the project team, but it created challenges because of the processing of twenty-plus contracts, change orders, payments, and final payments. The workload on staff and at the Council level were high for this project delivery model. Construction Management at Risk The Construction Management at Risk (CMR) model has all of the benefits of the CMA model outlined above with helping to control costs, manage the project budget, provided transparency through construction, Owner engagement in the construction details, and hands-on approach to being part of the construction process, but it does not involve the twenty-plus contracts, payments, change orders, and final payments to process. Instead the CM bids all of the divisions of work, so there is a competitive bidding process for all of the items, but the CM actually holds all of the contractors with the subcontractors. In this model, the CM holds the risk of the contracts and delivering at the Guaranteed Maximum Price (GMP) for the project. This model blends the best of the various delivery models into one. The Core Team for the Central Fire Station has reviewed the various delivery methods and is recommending that the Construction Management at Risk model be utilized for this project. The City utilized Kraus-Anderson (KA) Construction Company for the Ice Arena, and they are a large CM firm working on other municipal projects in our area such as with ISD-833 and Washington County. The City was extremely pleased with the project delivery, project management, Owner’s involvement and working relationship with the project at the Ice Arena, and budget management. The same KA team is proposed to assist with the Central Fire Station. KA is aware of the City’s goals, policies, practices, and expectations, which will help ensure a positive and efficient project delivery model. The key elements of the project is to deliver on budget, on time, and have a facility that services the Fire Department today and into the future. Staff believes this model and team will fulfill those goals and objectives. The contract for the CMR provides for a cost of services at 2.3 percent of the building construction, estimated at $5,850,000, would equal $134,550 for the services from schematic design through construction and post-construction services. Since we proposed a CMR model, the final contract with Wold was reduced for cost estimating services and construction administration fees. This fee is a very competitive rate for services in the market today. CM services are a considered a pro- fessional service by State Statute and are not required to be competitively bid and do not require a request for proposal for selection of a CM. Honorable Mayor, City Council, and Charlene Stevens Central Fire Station – Construction Management Contract August 5, 2016 Page 3 of 3 Recommendation It is recommended that the City Council approve the contract for Construction Manager as Con- structor with a Guaranteed Maximum Price between Kraus-Anderson Construction Company and the City of Cottage Grove for the Central Station located at 8641 80th Street. made asofthe27thday of July in theyear 2016 (In words, indicate day, month and year.) This document has important the Owner: legal consequences. Consultation (Name, legal status and address) with an attorney is encouraged with respect to City ofCottage Grove its completion or modification. 12800 RavineParkwaySouth Cottage Grove, MN 55016 AIA Document A201™–2007, General Conditions of the and the Construction Manager: Contract for Construction, is (Name, legal status and address) adopted in this document by reference. Do not use with other Kraus-AndersonConstructionCompany general conditions unless this document is modified. 8625 RendovaStreet NE P.O.Box 158 CirclePines,MN55014 for the following Project: (Name and address or location) Central Station 8641 80th StreetSouth Cottage Grove, Minnesota The Architect: (Name, legal status and address) Wold Architects andEngineers 332 Minnesota Street,Suite W2000 St.Paul, MN55101 The Owner’s Designated Representative: (Name, address and other information) JenniferLevitt CommunityDevelopmentDirector/City Engineer 12800 RavineParkwaySouth Cottage Grove, MN 55016 The Construction Manager’s Designated Representative: (Name, address and other information) Brian Hook Kraus-Anderson® Construction Company AIA Document A133™–2009 (formerly A121™CMc –2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. ® ® WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 1 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 document was produced by AIA software at 12:12:51on 08/02/2016under Order No.3680913268_1 which expires on 12/15/2016, andis not for resale. / User Notes:CHECK (1379414831) 8625 RendovaStreet NE P.O.Box 158 CirclePines,MN55014 The Architect’s Designated Representative: (Name, address and other information) JohnMcNamara Wold Architects andEngineers 332 Minnesota Street,Suite W2000 St.Paul, MN55101 The Owner and Construction Manager agree as follows. AIA Document A133™ –2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. ® ® WARNING: This AIADocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 2 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 document was produced by AIA software at 12:12:51 on 08/02/2016 under Order No.3680913268_1which expires on 12/15/2016, and is not for resale. / User Notes:CHECK (1379414831) The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to the execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein. Upon the Owner’s acceptance of the Construction Manager’s Guaranteed Maximum Price proposal, the Contract Documents will also include the documents described in Section 2.2.3 and identified in the Guaranteed Maximum Price Amendment and revisions prepared by the Architect and furnished by the Owner as described in Section 2.2.8. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern. The Construction Manager accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Construction Manager’s skill and judgment in furthering the interests of the Owner; to furnish efficient construction administration, management services and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner’s interests. The Owner agrees to furnish or approve, in a timely manner, information required by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents. For the Preconstruction Phase, AIA Document A201™–2007, General Conditions of the Contract for Construction, shall apply only as specifically provided in this Agreement. For the Construction Phase, the general conditions of the contract shall be as set forth in A201–2007, which document is incorporated herein by reference. The term "Contractor" as used in A201–2007 shall mean the Construction Manager. AIA Document A133™ –2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. ® ® WARNING: This AIADocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 3 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 document was produced by AIA software at 12:12:51 on 08/02/2016 under Order No.3680913268_1which expires on 12/15/2016, and is not for resale. / User Notes:CHECK (1379414831) The Construction Manager’s Preconstruction Phase responsibilities are set forth in Sections 2.1 and 2.2. The Construction Manager’s Construction Phase responsibilities are set forth in Section 2.3. The Owner and Construction Manager may agree, in consultation with the Architect, for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project. The Construction Manager shall provide a preliminary evaluation of the Owner’s program, schedule and construction budget requirements, each in terms of the other. The ConstructionManager shall scheduleandconduct meetings withthe Architectand Owner todiscuss such matters asprocedures, progress,coordination,and scheduling ofthe Work.TheConstruction Manager shalladviseconsult withtheOwnerandthe Architect on proposedsiteuse andimprovements, selection of materials, andbuildingsystems andequipment.TheConstructionManagershallalsoproviderecommendationsconsistent withthe Project requirementstothe Owner and Architect onconstructability;availability of materials and labor; timerequirementsfor procurement,installationand construction;andfactors related toconstructioncost including, but not limitedto,costs ofalternativedesignsormaterials, preliminarybudgets, life-cycledata, and possible costreductions. When Project requirements in Section 3.1.1 have beensufficiently identified, the Construction Manager shall prepare and periodically update a Project schedule for the Architect’s review and the Owner’s acceptance. The Construction Manager shall obtain the Architect’s approval for the portion of the Project schedule relating to the performance of the Architect’s services. The Project schedule shall coordinate and integrate the Construction Manager’s services, the Architect’s services, other Owner consultants’ services, and the Owner’s responsibilities and identify items that could affect the Project’s timely completion. The updated Project schedule shall include the following: submission of the Guaranteed Maximum Price proposal; components of the Work; times of commencement and completion required of each Subcontractor; ordering and delivery of products, including those that must be ordered well in advance of construction; and the occupancy requirements of the Owner. The Construction Manager shall provide recommendations with regard to accelerated or fast-track scheduling, procurement, or phased construction. The Construction Manager shall take into consideration cost reductions, cost information, constructability, provisions for temporary facilities and procurement and construction scheduling issues. Based on thepreliminarydesignandotherdesigncriteria prepared bythe Architect,the Construction Manager shallprepare preliminary estimatesof theCostofthe Work orthe cost ofprogram requirementsusingarea, volume orsimilarconceptual estimatingtechniquesfor theArchitect’s reviewand Owner’s approval.IftheArchitect orConstructionManager suggestssuggest alternative materials andsystems, the Construction Manager shallprovide costevaluationsofthose alternative materials andsystems. 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, estimates of the Cost of the Work of increasing detail and refinement and allowing for the further development of the design until such time as the Owner and Construction Manager agree on a Guaranteed Maximum Price for the Work. Such estimates shall be provided for the Architect’s review and the Owner’s approval. The Construction Manager shall inform the Owner and Architect when estimates of the Cost of the Work exceed the latest approved Project budget and make recommendations for corrective action. The Construction Manager shall develop bidders’ interest in the Project. The Construction Manager shall prepare, for the Architect’s review and the Owner’s acceptance, a procurement schedule for items that must be ordered well in advance of construction. The Construction Manager shall expedite and coordinate the ordering and delivery of materials that must be ordered well in advance of construction. If the Owner agrees to procure any items prior to the establishment of the Guaranteed Maximum Price, the Owner shall AIA Document A133™ –2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. ® ® WARNING: This AIADocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 4 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 document was produced by AIA software at 12:12:51 on 08/02/2016 under Order No.3680913268_1which expires on 12/15/2016, and is not for resale. / User Notes:CHECK (1379414831) procure the items on terms and conditions acceptable to the Construction Manager. Upon the establishment of the Guaranteed Maximum Price, the Owner shall assign all contracts for these items to the Construction Manager and the Construction Manager shall thereafter accept responsibility for them. The ConstructionManager shall exercise reasonable careinpreparing schedules andestimates.The Construction Manager, however,does notwarrant orguaranteeestimatesandschedulesexceptas maybeincludedas partof the GuaranteedMaximumPrice.TheConstructionManagerisnotrequiredtoascertainthattheDrawingsand Specificationsareinaccordance with applicable laws, statutes,ordinances, codes, rulesand regulations, orlawful orders ofpublicauthorities, but the ConstructionManager shallpromptly report to theArchitect and Ownerany nonconformitydiscovered byor madeknowntotheConstructionManagerasa requestforinformation insuch formas the Architectmayrequire.require and necessarychangesshall be accomplishedbyappropriateModificationtothe Contract Documents. The Subject toSection2.1.8,theConstructionManagershallcomply withapplicable laws, statutes,ordinances,codes, rules and regulations,and lawful ordersofpublicauthorities applicable toitsperformanceunder thisContract, and withequal employmentopportunityprograms, andotherprogramsasmay be requiredby governmental andquasi governmentalauthoritiesfor inclusionin theContract Documents. At a timetobe mutually agreed uponby the OwnerandtheConstruction Manager and inconsultationwith the Architect, the ConstructionManagershall preparea Guaranteed Maximum Price proposal for the Owner’sreviewand acceptance. The GuaranteedMaximum Pricein theproposalshallbethe sumoftheConstruction Manager’sestimate oftheCost of theWork,including contingencies describedinSection2.2.4,andthe ConstructionManager’sFee. On thebasisofthecontractsawardedbytheOwner andassigned totheConstructionManager pursuanttothe public biddingprocess, the Construction ManagershallprepareaGuaranteed Maximum Price proposal forthe Owner’s review andacceptance. TheGuaranteed MaximumPrice in the proposal shallbe the sumofthe Construction Manager’s estimateof theCostofthe Work,includingcontingenciesdescribed inSection2.2.4,andthe Construction Manager’s Fee. To the extent that the Drawings and Specifications are anticipated to require further development by the Architect, the Construction Manager shall provide in the Guaranteed Maximum Price for such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include such things as changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order. The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis, which shall include the following: A list of the Drawings and Specifications, including all Addenda thereto, and the Conditions of the Contract; A list of the clarifications and assumptions made by the Construction Manager in the preparation of the Guaranteed Maximum Price proposal, including assumptions under Section 2.2.2, to supplement the information provided by the Owner and contained in the Drawings and Specifications; A statement of the proposed Guaranteed Maximum Price, including a statement of the estimated Cost of the Work organized by trade categories or systems, allowances, contingency, and the Construction Manager’s Fee; Theanticipated date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based; and A date by which the Owner must accept the Guaranteed Maximum Price. In preparing the Construction Manager’s Guaranteed Maximum Price proposal, the Construction Manager shall include its contingency for the Construction Manager’s exclusive use to cover those costs considered reimbursable as the Cost of the Work but not included in a Change Order. AIA Document A133™ –2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. ® ® WARNING: This AIADocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 5 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 document was produced by AIA software at 12:12:51 on 08/02/2016 under Order No.3680913268_1which expires on 12/15/2016, and is not for resale. / User Notes:CHECK (1379414831) The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Price proposal. In the event that the Owner and Architect discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both. If the Owner notifies the Construction Manager that the Owner has accepted the Guaranteed Maximum Price proposal in writing before the date specified in the Guaranteed Maximum Price proposal, the Guaranteed Maximum Price proposal shall be deemed effective without further acceptance from the Construction Manager. Following acceptance of a Guaranteed Maximum Price, the Owner and Construction Manager shall execute the Guaranteed Maximum Price Amendment amending this Agreement, a copy of which the Owner shall provide to the Architect. The Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with the information and assumptions upon which it is based. The Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work prior to the commencement of the Construction Phase, unless the Owner provides prior written authorization for such costs. The Owner shall authorizetheArchitecttoprovidethe revisionsto theDrawings andSpecificationsto incorporate theagreed uponagreed-upon assumptions andclarifications contained inthe GuaranteedMaximumPrice Amendment.The Ownershallpromptly furnishthoserevisedDrawingsand Specifications tothe Construction Manager as theyarerevised.revised andin accordance with theschedulesagreedtoby theOwner,Architect and ConstructionManager.TheConstruction Managershallnotifythe Ownerand Architect ofanyinconsistencies betweenthe GuaranteedMaximum Price AmendmentandtherevisedDrawingsand Specifications. The Construction Manager shall include in the Guaranteed Maximum Price all sales, consumer, use and similar taxes for the Work provided by the Construction Manager that are legally enacted, whether or not yet effective, at the time the Guaranteed Maximum Price Amendment is executed. For purposes of Section 8.1.2 of A201–2007, the date of commencement of the Work shall mean the date of commencement of the Construction Phase. TheConstructionPhaseshallcommenceupontheOwner’s acceptanceofthe ConstructionManager’s GuaranteedMaximumPrice proposalor the Owner’sissuanceofaNoticeto Proceed,whicheveroccurs earlier.five (5)daysfollowing (a)theexecutionofGuaranteed MaximumPriceAmendment and(b) upon receiptof theBuilding Permit for theProject. Those portions of the Work that theConstruction Manager does not customarilyperformwith the ConstructionManager’sown personnel shallbeperformedundersubcontractsor byother appropriate agreements withtheConstructionManager. The Ownermaydesignate specificpersonsfrom whom, orentities fromwhich,the ConstructionManager shall obtain bids.TheConstructionManagershall obtainbidsfromSubcontractorsandfrom suppliers of materialsor equipmentfabricatedespecially for theWorkandshall deliversuch bids to theArchitect. The Ownershallthendetermine, withtheadviceof the ConstructionManager andthe Architect,whichbids willbe accepted.The ConstructionManager shall notberequired tocontract withanyonetowhomthe ConstructionManager has reasonableobjection.The Work shallbeperformedundercontractsassigned to the Construction Managerbythe Owneron thebasisofthebidsawarded by the Ownerpursuant tothe public bidding process,which, uponsuch assignment bytheOwnertoConstructionManager,shall hereinafter be referredtoas "subcontracts." If theGuaranteedMaximum Price hasbeenestablishedandwhen aspecific bidder (1) is recommendedto the Ownerby theConstruction Manager,(2)isqualifiedtoperformthatportionofthe Work, and(3) hassubmitted abid that conforms totherequirementsoftheContractDocumentswithoutreservationsorexceptions,buttheOwner requiresthat anotherbidbeaccepted, thentheConstruction Managermay requirethataChange Orderbeissuedto adjusttheContractTimeandtheGuaranteedMaximum Priceby the difference betweenthebid of the personor entity recommended tothe Ownerby the Construction Managerand theamountandtimerequirement ofthe subcontractor otheragreement actually signed withthepersonor entitydesignated bytheOwner.IntentionallyDeleted. AIA Document A133™ –2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. ® ® WARNING: This AIADocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 6 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 document was produced by AIA software at 12:12:51 on 08/02/2016 under Order No.3680913268_1which expires on 12/15/2016, and is not for resale. / User Notes:CHECK (1379414831) Subcontractsorotheragreements shallconformto the applicable payment provisionsof this Agreement,and shallnotbeawardedonthebasis ofcostplusafee without theprior consentofthe Owner. If theSubcontractis awarded onacostpluscost-plus afee basis,the Construction Managershallprovidein theSubcontract fortheOwner to receivethesameauditrightswith regard tothe SubcontractorastheOwnerreceiveswithregard to the Construction Manager in Section6.11below. IftheConstructionManagerrecommendsaspecificbidder thatmaybeconsidereda"related party" accordingto Section6.10, thenthe ConstructionManager shallpromptly notify theOwnerin writingofsuch relationship andnotify the Ownerof the specificnature ofthe contemplated transaction,accordingto Section6.10.2. IntentionallyDeleted. The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress, coordination, scheduling, and status of the Work. The Construction Manager shall prepare and promptly distribute minutes to the Owner and Architect. Upon the execution of the Guaranteed Maximum Price Amendment, the Construction Manager shall prepare and submit to the Owner and Architect a construction schedule for the Work and submittal schedule in accordance with Section 3.10 of A201–2007. TheConstructionManager shall recordtheprogressof theProject. Onamonthlybasis, orotherwiseas agreed to bytheOwner,the Construction Managershallsubmit written progressreports tothe Owner and Architect, showing percentagesofcompletion andotherinformationrequired by theOwner.TheConstruction Managershall alsokeep,andmake available to theOwnerandArchitect, adaily logcontaining arecord for eachday ofweather, portions of theWorkin progress, numberof workers onsite, identification ofequipment on site, problemsthatmight affect progress of the work,accidents,injuries,andotherinformationreasonablyrequiredbythe Owner. The Construction Manager shall develop a system of cost control for the Work, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner and Architect and shall provide this information in its monthly reports to the Owner and Architect, in accordance with Section 2.3.2.7 above. Section 3.12.10 of A201–2007 shall apply to both the Preconstruction and Construction Phases. Section 10.3 of A201–2007 shall apply to both the Preconstruction and Construction Phases. TheOwnershall provide informationwithreasonablepromptness,inatimelymanner, regarding requirements forand limitationsonthe Project,includinga writtenprogramwhich shallsetforth theOwner’sobjectives, constraints, andcriteria,includingschedule, space requirements andrelationships, flexibility andexpandability, special equipment,systems,systems sustainabilityandsite requirements. Prior to the execution of theGuaranteed Maximum PriceAmendment, theConstructionManager mayrequest in writingthat the Owner provide reasonableevidence that theOwnerhasmade financial arrangements tofulfillthe Owner’s obligationsunder theContract.Thereafter, theConstructionManager may onlyrequest such evidence if(1) the Owner failstomake payments tothe Construction Manager as theContract Documents require,(2) a changein the Work materially changestheContract Sum,or(3)the ConstructionManager identifies in writingareasonable concernregarding the Owner’sabilityto makepaymentwhen due. The Ownershall furnish such evidenceas a condition precedent tocommencement orcontinuation ofthe Workor the portionofthe Workaffected byamaterial change.Afterthe Ownerfurnishes the evidence,theOwnershall notmaterially vary such financial arrangements withoutpriornoticeto the Construction ManagerandArchitect. Intentionally Deleted. The Owner shall establish and periodically update the Owner’s budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1.1, (2) the Owner’s other costs, and (3) reasonable contingencies AIA Document A133™ –2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. ® ® WARNING: This AIADocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 7 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 document was produced by AIA software at 12:12:51 on 08/02/2016 under Order No.3680913268_1which expires on 12/15/2016, and is not for resale. / User Notes:CHECK (1379414831) related to all of these costs. If the Owner significantly increases or decreases the Owner’s budget for the Cost of the Work, the Owner shall notify the Construction Manager and Architect. The Owner and the Architect, in consultation with the Construction Manager, shall thereafter agree to a corresponding change in the Project’s scope and quality. During the Preconstruction Phase, the Owner shall furnish the following information or services with reasonable promptness. The Owner shall also furnish any other information or services under the Owner’s control and relevant to the Construction Manager’s performance of the Work with reasonable promptness after receiving the Construction Manager’s written request for such information or services. The Construction Manager shall be entitled to rely on the accuracy of information and services furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. The Owner shall furnish tests, inspections and reports required by law and as otherwise agreed to by the parties, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. The Ownershallfurnishsurveysdescribingphysical characteristics,legallimitationsandutilitylocationsfor the site of theProject,anda writtenlegal descriptionof thesite.Thesurveys andlegal information shallinclude, as applicable, gradesand lines ofstreets, alleys,pavements and adjoiningproperty andstructures;designatedwetlands; adjacentdrainage;rights-of-way, restrictions,easements,encroachments, zoning,deed restrictions, boundariesand contours of thesite; locations,dimensionsandnecessarydata withrespectto existingbuildings, otherimprovements andtrees; andinformation concerningavailable utilityservicesand lines, both public and private, aboveandbelow grade,including invertsanddepths.All theinformationon thesurveyshall be referencedtoaProjectbenchmark. The Owner, when such services are requested, shall furnish services of geotechnical engineers, which may include but are not limited to 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. During the Construction Phase, the Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner’s control and relevant to the Construction Manager’s performance of the Work with reasonable promptness after receiving the Construction Manager’s written request for such information or services. The Owner shallidentifya representative authorizedto act onbehalf oftheOwner with respect to theProject.The Owner’s representativeshall renderdecisionspromptlyandfurnishinformationexpeditiously,soas to avoid unreasonabledelayin theservices or Workofthe ConstructionManager.TheOwner’s representative shallhavethe authority to make decisionson behalfof the Ownerandbindthe Owner concerning the Project, and, to theextent required,shall be responsible for timely obtaining anyrequired approvalsfromthe Owner’sCityCouncil.Exceptas otherwise providedin Section 4.2.1of A201–2007,the Architect does nothave suchauthority.Theterm "Owner" meansthe OwnerortheOwner’s authorizedrepresentative. The Owner shallfurnish alllegal, insuranceand accounting services,includingauditing services,thatmaybe reasonablynecessary atanytimefor theProject tomeet theOwner’sneedsand interests.The Owner’s Representativeshall beJenniferLevitt andisherebyempowered to act on behalfofthe Owner inallrespects whileperformingtheOwner’s responsibilities underthisAgreement The Owner shallfurnish alllegal, insuranceand accounting services,includingauditing services,thatmay bereasonablynecessary atanytimefor theProjectto meetthe Owner’s needsand interests,andas are necessarytoprovidetheinformation andservices requiredunderSection 3.1.TheOwner shalldetermineand advisethe Architect andConstructionManager ofany speciallegalrequirementsrelatingspecifically to theProject whichdiffer from those generally applicabletoconstruction in thejurisdictionof theProject. The Owner shallretain an Architectto provide services,duties, duties and responsibilities as describedinAIA DocumentB133™–2014, B103™–2007, StandardForm ofAgreement Between OwnerandArchitect,Construction Manager as ConstructorEdition. includingany additionalservices requestedby theConstruction Managerthatare AIA Document A133™ –2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. ® ® WARNING: This AIADocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 8 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 document was produced by AIA software at 12:12:51 on 08/02/2016 under Order No.3680913268_1which expires on 12/15/2016, and is not for resale. / User Notes:CHECK (1379414831) necessary forthePreconstruction and ConstructionPhaseservicesunderthis Agreement. The Owner shallprovide the ConstructionManagera copyof the executedagreementbetweenthe Ownerandthe Architect, andanyfurther modificationstothe agreement. For the Construction Manager’s Preconstruction Phase services, the Owner shall compensate the Construction Manager as follows: For the Construction Manager’s Preconstruction Phase services described in Sections 2.1 and 2.2: (Insert amount of, or basis for, compensation and include a list of reimbursable cost items, as applicable.) The ConstructionManager’s PreconstructionPhaseServicesFeeshall beincludedin theConstruction PhaseServices Fee;provided,however,that if the OwnerandConstructionManager do notexecute aGuaranteedMaximumPrice fortheConstructionManager toproceedwiththeConstruction PhaseoftheProject, theOwner shall pay the ConstructionManager alump sumof $10,000.00forPreconstructionPhase Servicesperformedby the Construction Manager. If the Preconstruction Phaseservicescovered bythisAgreement havenotbeen completedwithin ( ) months onehundred fifty(150 )calendardays of the dateofthisAgreement,through nofault of the ConstructionManager, the ConstructionManager’scompensation for PreconstructionPhaseservices shallbeequitablyadjusted. Compensationbasedon DirectPersonnelExpense includesthedirect salaries oftheConstructionManager’s personnel providingPreconstructionPhase servicesontheProjectandthe Construction Manager’scostsforthe mandatoryand customary contributions andbenefits relatedthereto,such asemploymenttaxesand otherstatutory employee benefits,insurance,sickleave,holidays,vacations,employeeretirement plans and similar contributions. Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Paymentsaredueandpayable uponpresentationthirty(30) daysfrom the dateof theConstructionManager’s invoice. Amounts unpaid ( ) days aftertheinvoicedatefor eitherPreconstruction Phaseservicesor Construction Phase Services after the date onwhich payment isdue shallbearinterestat the rate enteredbelow, orin theabsence thereof at thelegalrateprevailing from timeto timeat theprincipal placeof businessof the ConstructionManager. (Insert rate of monthly or annual interest agreed upon.) %Localrate ofinterest assetby Minnesota Statute549.09. For theConstruction Manager’sperformanceof the Workas describedin Section2.3, the Owner shallpaythe ConstructionManager the Contract Sumin currentfunds. funds fortheConstructionManager’s performanceofthe Contract. TheContract Sum is theCostof the Workasdefined inSection6.1.1plus theConstructionManager’sFee. The Construction Manager’s Fee: (State a lump sum, percentage of Cost of the Work or other provision for determining the Construction Manager’s Fee.) TheConstructionManager’sFee calculationwillbedoneat thetimethe Guaranteed Maximum Priceisestablished fortheProject via the GuaranteedMaximumPriceAmendment andshall bedetermined by multiplying theestimated Cost ofthe Work byarate of twoand three-tenths percent(2.3%). TheConstructionManager’s Feewillbecome a fixed amountatthetime the Guaranteed MaximumPrice Amendment isexecuted andshall notbereduced. To the extenttheOwnercontractsdirectly withanytradecontractors orsuppliers for portions ofthe Work ontheProject ("DirectOwnerContracts"),theConstruction Manager’sFee calculationshall includethetotalamountofanysuch Direct OwnerContractsmultiplied by a rateof two andthree tenths percent(2.3%)as compensationforthe ConstructionManager’smanagement andcoordinationof suchDirectOwner Contractsonthe Project. AIA Document A133™ –2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. ® ® WARNING: This AIADocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 9 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 document was produced by AIA software at 12:12:51 on 08/02/2016 under Order No.3680913268_1which expires on 12/15/2016, and is not for resale. / User Notes:CHECK (1379414831) The method of adjustment of the Construction Manager’s Fee for changes in the Work: TheConstruction Manager’s Feeshall be increasedattherate of two andthree tenthspercent(2.3%) multiplied by the Cost ofthe Work for additive ChangeOrders. Limitations,ifany, on aSubcontractor’soverheadand profitforincreasesinthecostofits portion oftheWork: Unitprices, if any: (Identify andstatetheunitprice; state the quantitylimitations,if any, towhich theunitprice willbeapplicable.) Rentalrates forConstructionManager-ownedequipmentshall not exceedpercent ( %)of the standard rate paidat theplace of theProject. Unit prices, if any: (Identify andstatetheunitprice; state the quantitylimitations,if any, towhich theunitprice willbeapplicable.) The ConstructionManager guaranteesthat the Contract Sumshall notexceedthe GuaranteedMaximumPrice setforth in the Guaranteed Maximum Price Amendment,as itisamended fromtimetotime. timeby changes in the Workas providedin theContractDocuments. Tothe extenttheCost oftheWork exceedsthe GuaranteedMaximum Price,the Construction Manager shallbear suchcostsinexcessof theGuaranteed Maximum Price without reimbursementoradditional compensation fromthe Owner. (Insert specific provisions if the Construction Manager is to participate in any savings.) N/A The Guaranteed Maximum Price is subject to additions and deductions by Change Order as provided in the Contract Documents and the Date of Substantial Completion shall be subject to adjustment as provided in the Contract Documents. The Owner may, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions. The Owner shall issue such changes in writing. The Architect may make minor changes in the Work as provided in Section 7.4 of AIA Document A201–2007, General Conditions of the Contract for Construction. The Construction Manager shall be entitled to an equitable adjustment in the Contract Time as a result of changes in the Work. Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of the Guaranteed Maximum Price Amendment may be determined by any of the methods listed in Section 7.3.3 of AIA Document A201–2007, General Conditions of the Contract for Construction. Incalculating adjustmentsto subcontracts (exceptthoseawardedwith theOwner’sprior consent onthebasis ofcost plusafee), theterms "cost" and "fee"asusedin Section7.3.3.3of AIA Document A201–2007 andtheterm "costs"terms"costs"and"anamountfor overheadand profit" asused inSection7.3.7of AIADocumentA201–2007 shallhavethemeanings assigned tothem inAIADocumentA201–2007 and shallnot be modified bySections5.1 and5.2, Sections 6.1through6.7, andSection6.8ofthisAgreement.Adjustmentsto subcontracts awardedwiththe Owner’s prior consentonthe basis of cost plus afeeshallbecalculated inaccordancewith thetermsof those subcontracts. AIA Document A133™ –2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. ® ® WARNING: This AIADocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 10 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 document was produced by AIA software at 12:12:51 on 08/02/2016 under Order No.3680913268_1which expires on 12/15/2016, and is not for resale. / User Notes:CHECK (1379414831) Incalculating adjustmentsto the GuaranteedMaximumPrice,the terms "cost" and"costs"as usedinthe above-referencedprovisions ofAIA Document A201–2007 shallmean theCostoftheWorkas defined in Sections 6.1 to 6.7 of thisAgreementandtheterm "fee"terms"fee" and"an amountforoverheadand profit" shall meanthe ConstructionManager’sFee as defined inSection5.1 of thisAgreement. Ifno specific provision is made inSection5.1.2foradjustment ofthe ConstructionManager’sFee inthecase ofchanges inthe Work, or if the extent ofsuchchanges is such, intheaggregate,that application of theadjustment provisionsofSection5.1.2willcausesubstantialinequityto the Owneror Construction Manager, the Construction Manager’sFee shall be equitablyadjusted onthesamebasisthatwas usedtoestablish the Feeforthe originalWork, andtheGuaranteed Maximum Priceshallbeadjusted accordingly.Intentionally Deleted. The term Cost of the Work shall mean costs necessarily incurred by the Construction Manager in the proper performance of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in Sections 6.1 through 6.7. Where anycostis subject totheOwner’spriorapproval, theConstructionManagershall obtainthisapproval priortoincurringthecost. The parties shall endeavor toidentifyany such costs priorto executing Guaranteed MaximumPriceAmendment. Wagesofconstruction workersdirectlyemployed bytheConstructionManager toperformtheconstructionof the Workat thesiteor,with the Owner’spriorapproval,atoff-siteworkshops.approval, at off-site workshops; provided,however,that the Construction Managershallnotperform anytradework withitsownforces,otherthan miscellaneousgeneralconditions items,all ofsuchtradework havingbeenseparately bid andcontracted forpursuant to the publicbiddingprocess. Such wages shallbecharged at thehourlyrates setforthbelow: PersonnelCategoryRatePer Hour Laborers$79.00 / hour Carpenters $85.00 / hour Operators$86.00/hour. Wages orsalariesof the ConstructionManager’s supervisory and administrative personnel whenstationedat the site with theOwner’s prior approval.thesite,attheConstructionManager’s principaloffice oroffices,or elsewherefortheportionof their timespent intheperformance ofthe Work atthe hourlyrates set forthbelow: PersonnelCategoryRatePer Hour SeniorProjectManager $125.00 / hour ProjectManager$110.00 / hour ProjectSuperintendent$105.00 / hour General Superintendent $115.00 / hour FieldSuperintendent$105.00 / hour Clerical $50.00 / hour Accounting $50.00 / hour SafetyDirector$115.00 / hour SafetyEngineer$100.00 / hour QualityDirector $140.00 / hour MEPSpecialist $115.00 / hour VDC/BIM$100.00 / hour The ratesset forthabove shallbe in effect throughDecember 31,2016.Thereaftertheratesshallbe increasedby three percent (3.0%)peryearas of January1of eachsubsequent year. AIA Document A133™ –2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. ® ® WARNING: This AIADocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 11 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 document was produced by AIA software at 12:12:51 on 08/02/2016 under Order No.3680913268_1which expires on 12/15/2016, and is not for resale. / User Notes:CHECK (1379414831) (If it is intended that the wages or salaries of certain personnel stationed at the Construction Manager’s principal or other offices shall be included in the Cost of the Work, identify in Section 11.5, the personnel to be included, whether for all or only part of their time, and the rates at which their time will be charged to the Work.) Wages and salaries ofthe Construction Manager’s supervisory or administrative personnelengagedat factories, workshops oron the road, in expeditingtheproduction ortransportationof materials orequipmentrequired fortheWork,butonlyforthat portion oftheir time requiredfortheWork.theWorkat the hourly ratessetforthin Section 6.2.2. Costspaid or incurredby the ConstructionManager fortaxes,insurance,contributions,assessments and benefitsrequiredby lawor collective bargaining agreements and, forpersonnel notcovered bysuch agreements, customarybenefits suchassick leave,medical andhealthbenefits,holidays,vacations andpensions, providedsuch costs are basedonwages andsalaries includedin the CostoftheWorkunder Sections 6.2.1through 6.2.3.pensionsfor construction workersdescribedin Section6.2.1. Such costsfortaxes,insurance, contributions, and assessments (excludingbenefits)shallbeforty-fivepercent (45%)ofgrosspayroll. Gross payroll consistsof wages and benefits. Bonuses,profitsharing, incentive compensationand anyother discretionary paymentsor incentive compensationpaidtoanyonehired by the ConstructionManageror paidto anySubcontractororvendor, withthe Owner’s prior approval. Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts. Costs, including transportation and storage, of materials and equipment incorporated or to be incorporated in the completed construction. Costs of materials described in the preceding Section 6.4.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner’s property at the completion of the Work or, at the Owner’s option, shall be sold by the Construction Manager. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. Costsoftransportation,storage, installation,maintenance,dismantlingand removal ofmaterials,supplies, temporaryfacilities, machinery, equipmentand handtoolsnot customarilyowned by construction workersthatare provided by theConstructionManager at thesiteandfullyconsumed in theperformance of theWork.Costsof materials,supplies,temporary facilities, machinery, equipmentand toolsConstructionManager-owned materials, supplies, andtoolsnot includedonExhibit "B"referencedinSection6.5.2 that arenot fullyconsumed shall be based onthecost orvalueof theitematthetime itisfirst usedonthe Project site less the value ofthe item whenit is no longerusedattheProjectsite.Costs foritemsnotfullyconsumedbythe ConstructionManager shall meanfairmarket value. Rentalcharges for temporary facilities, machinery,equipmentand hand toolsnot customarilyownedby constructionworkers thatareprovided by the Construction Manager atthesite andcosts of transportation, installation, minorrepairs, dismantlingand removal.Thetotal rentalcostof any Construction Manager-owned item maynot exceed the purchase price ofany comparableitem. RatesofConstructionManager-owned equipment and quantitiesof equipment shallbesubjectto the Owner’spriorapproval.totalof thepurchasepriceof any comparable itemand relatedowning and operatingcostsduring theterm ofsuchitem’s use onthe Project.Rental charges for facilities, machinery, equipment, andhandtools rentedfrom the Construction Managershallbe asset forth on theattached Exhibit "B". Other rentalchargesshall not behigherthanstandard ratesattheplaceof theProject. Costs of removal of debris from the site of the Work and its proper and legal disposal. Costs of document reproductions, facsimile transmissions and long-distance telephone calls, postage and parcel delivery charges, telephone service at the site and reasonable petty cash expenses of the site office. AIA Document A133™ –2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. ® ® WARNING: This AIADocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 12 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 document was produced by AIA software at 12:12:51 on 08/02/2016 under Order No.3680913268_1which expires on 12/15/2016, and is not for resale. / User Notes:CHECK (1379414831) That portion of the reasonable expenses of the Construction Manager’s supervisory or administrative personnel incurred while traveling in discharge of duties connected with the Work. Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the Owner’s prior approval. Premiumsforthat portion of insurance andbonds requiredbythe Contract Documents thatcanbedirectly attributedtothisContract.Self-insurance foreitherfullor partialThepremiums for otherliabilityinsurance, including, butnotlimited to, commercialgeneral liability insurance,excess umbrellaliabilityinsurance,automobile liability insurance, professional liability insuranceandpollutionliabilityinsurance,shall be charged asa Costofthe Workatthe rate of seventy-five hundredthsofonepercent(0.75%)ofthe GuaranteedMaximum Price (excludingthis charge),and suchamount shallbe consideredapprovedbytheOwner. Self-insureddeductiblesor retentionscarried bytheConstructionManagerfor amountsofthe coveragesrequiredby theContract Documents,with theOwner’s priorapproval.Documents. Sales, use or similar taxes imposed by a governmental authority that are related to the Work and for which the Construction Manager is liable. Fees and assessments for the building permit and for other permits, licenses and inspections for which the Construction Manager is required by the Contract Documents to pay. Fees of laboratories for tests required by the Contract Documents, except those related to defective or nonconforming Work for which reimbursement is excluded by Section 13.5.3 of AIA Document A201–2007 or by other provisions of the Contract Documents, and which do not fall within the scope of Section 6.7.3. Royalties and license fees paid for the use of a particular design, process or product required by the Contract Documents; the cost of defending suits or claims for infringement of patent rights arising from such requirement of the Contract Documents; and payments made in accordance with legal judgments against the Construction Manager resulting from such suits or claims and payments of settlements made with the Owner’s consent. However, such costs of legal defenses, judgments and settlements shall not be included in the calculation of the Construction Manager’s Fee or subject to the Guaranteed Maximum Price. If such royalties, fees and costs are excluded by the last sentence of Section 3.17 of AIA Document A201–2007 or other provisions of the Contract Documents, then they shall not be included in the Cost of the Work. Costsforelectronicequipmentand software,directlyrelatedto theWorkwiththe Owner’s prior approval. Work. Depositslost forcauses otherthan theConstructionManager’s negligence orfailureto fulfill a specific responsibilitytotheOwner asset forthin theContractDocuments. Legal, mediation and arbitration costs,includingattorneys’ fees, other than those arising fromdisputes betweenthe Owner and ConstructionManager, reasonablyincurred bytheConstructionManagerafter theexecution ofthis Agreementin the performanceof the Work andwiththe Owner’spriorapproval, which approval shallnotbe unreasonablywithheld. Subject totheOwner’s prior approval,expenses Expenses incurredinaccordancewiththe Construction Manager’sstandard written personnel policyfor relocationandtemporaryliving allowancesof theConstruction Manager’spersonnelrequiredfortheWork. Other costs incurred in the performance of the Work if, and to the extent, approved in advance in writing by the Owner. Costs incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons and property, as provided in Section 10.4 of AIA Document A201–2007. AIA Document A133™ –2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. ® ® WARNING: This AIADocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 13 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 document was produced by AIA software at 12:12:51 on 08/02/2016 under Order No.3680913268_1which expires on 12/15/2016, and is not for resale. / User Notes:CHECK (1379414831) Costs of repairing or correcting damaged or nonconforming Work executed by the Construction Manager, Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfill a specific responsibility of the Construction Manager and only to the extent that the cost of repair or correction is not recovered by the Construction Manager from insurance, sureties, Subcontractors, suppliers, or others. The costs described in Sections 6.1 through 6.7 shall be included in the Cost of the Work, notwithstanding any provision of AIA Document A201–2007 or other Conditions of the Contract which may require the Construction Manager to pay such costs, unless such costs are excluded by the provisions of Section 6.8. The Cost of the Work shall not include the items listed below: Salariesandothercompensation of theConstruction Manager’s personnelstationedat the Construction Manager’s principal office oroffices other thanthe siteoffice,exceptas specifically providedin Section 6.2,6.2 and6.5.5, orasmay be provided inArticle 11; Expenses of the Construction Manager’s principal office and offices other than the site office; Overhead and general expenses, except as may be expressly included in Sections 6.1 to 6.7; The Construction Manager’s capital expenses, including interest on the Construction Manager’s capital employed for the Work; Except as provided in Section 6.7.3 of this Agreement, costs due to the negligence or failure of the Construction Manager, Subcontractors and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable to fulfill a specific responsibility of the Contract; Any cost not specifically and expressly described in Sections 6.1 to 6.7; Costs,other thancosts included inChangeOrdersapproved by theOwner,Owner orConstruction Change Directives, that wouldcause theGuaranteed Maximum Price tobeexceeded; and Costsfor servicesincurredduringthe Preconstruction Phase. Cash discountsobtainedonpaymentsmadeby the Construction Manager shall accrueto theOwnerif(1) beforemakingthepayment,theConstructionManager included them inanApplication for Payment and received payment therefor fromthe Owner,or(2)theOwnerhas depositedfunds with the Construction Manager withwhich to make payments; otherwise,cash discounts shallaccruetothe ConstructionManager.Trade discounts, rebates, refunds andamountsreceived fromsalesofsurplus materials and equipmentshall accrue to the Owner, andthe ConstructionManager shall make provisionsso thattheycanbeobtained. Amounts that accrue to the Owner in accordance with the provisions of Section 6.9.1 shall be credited to the Owner as a deduction from the Cost of the Work. For purposesofSection 6.10, theterm "relatedparty" shallmeanaparent,subsidiary,affiliateorother entity havingcommonownership ormanagementwiththe Construction Manager; anyentity in whichanystockholderin,or management employee of,theConstructionManagerowns anyinterest in excess often percent in the aggregate;or anyperson orentity which has the right to control thebusiness oraffairsof the Construction Manager. Theterm "related party"includesany member of the immediatefamilyof any personidentified above. Notwithstanding anythingin thisSection6.10to the contrary,Kraus-AndersonInsuranceAgencyshall notbeconsidereda"related party." If any of the costs to be reimbursed arise from a transaction between the Construction Manager and a related party, the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the Owner, after such notification, authorizes the proposed transaction, then the cost incurred shall be included as a cost to be reimbursed, and the Construction Manager shall procure the Work, equipment, goods or service from the related party, as a Subcontractor, according to the terms of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3. If the Owner fails to authorize the transaction, the Construction Manager shall procure the Work, equipment, goods or service from some person or entity other than a related party according to the terms of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3. AIA Document A133™ –2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. ® ® WARNING: This AIADocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 14 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 document was produced by AIA software at 12:12:51 on 08/02/2016 under Order No.3680913268_1which expires on 12/15/2016, and is not for resale. / User Notes:CHECK (1379414831) The Construction Manager shall keep full and detailed records and accounts related to the cost of the Work and exercise such controls as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner’s auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Construction Manager’s records and accounts, including complete documentation supporting accounting entries, books, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor’s proposals, purchase orders, vouchers, memoranda and other data relating to this Contract. The Construction Manager shall preserve these records for a period of three years after final payment, or for such longer period as may be required by law. Based upon Applications for Payment submitted to the Architect by the Construction Manager and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Construction Manager as provided below and elsewhere in the Contract Documents. Theperiodcoveredby each Application forPayment shallbe onecalendarmonthending on the lastday of the month,or asfollows: month. Providedthatan ApplicationforPaymentisreceivedby theArchitectnotlaterthanthefifth dayofa month, the Ownershallmakepaymentofthecertified amount tothe Construction Manager not laterthan the lastday of the samemonth. If an ApplicationforPaymentisreceivedbythe Architect aftertheapplication datefixed above, payment shallbe made by the Ownernotlaterthantwenty-five ( 25 ) days aftertheArchitect receives the Application forPayment. (Federal, state or local laws may require payment within a certain period of time.) With each thefinalApplication forPayment,theConstructionManager shallsubmitpayrolls, pettycash accounts,receipted invoicesorinvoices withcheckvouchersattached,and anyother evidencerequired bytheOwner orArchitect todemonstratethatcash disbursements alreadymade bytheConstructionManageron accountofthe Cost ofthe Work equalorexceed progress paymentsalready receivedby the Construction Manager, lessthatportion ofthose paymentsattributabletothe Construction Manager’sFee,pluspayrollsfor the period covered bythepresent Application for Payment. Each Application for Payment shall be based on the most recent schedule of values submitted by the Construction Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among the various portions of the Work, except that the Construction Manager’s Fee shall be shown as a single separate item. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Construction Manager’s Applications for Payment. Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed, or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Construction Manager on account of that portion of the Work for which the Construction Manager has made or intends to make actual payment prior to the next Application for Payment by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. Pending AIA Document A133™ –2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. ® ® WARNING: This AIADocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 15 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 document was produced by AIA software at 12:12:51 on 08/02/2016 under Order No.3680913268_1which expires on 12/15/2016, and is not for resale. / User Notes:CHECK (1379414831) final determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as provided in Section 7.3.9 of AIA Document A201–2007; Add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing; Add the ConstructionManager’sFee,less retainageof percent( %).five percent( 5.00%)ofthe valueoftheWork completeduntilsuchtimeas thetotal Cost of the Workcompleted, as reflectedin the ConstructionManager’s Applications forPayment, equalsfiftypercent (50%) ofthe Guaranteed Maximum Price;thereafter,remaining paymentsfor theWorkshall be subject to retainageofzero percent(0.00%)of the value ofthe Workcompleteduntilthe Construction Manager has achieved Substantial Completion ofthe Project. The Ownerand theConstruction Manager may agreeupon further retainagereductions. Thereshall benoretainagewithheldon theConstructionManager’sFee, the ConstructionManager’sGeneralConditionscosts,or material-onlypurchases madeby the ConstructionManager. The ConstructionManager’sFee shallbe computed uponthe Costofthe Work describedin the two precedingclausesatthe ratestated inSection 5.1 or, if the Construction Manager’sFee isstated asa fixedsuminthat Section,shall be an amount thatbears the sameratioto thatfixed-sum feeasthe CostoftheWork described inthe two precedingclauses bears to areasonable estimate of theprobableCost oftheWork upon its completion; Subtractretainage of percent( %) from thatportionof theWorkthat the ConstructionManager self-performs;Reserved; Subtract the aggregate of previous payments made by the Owner; Subtract the shortfall, if any, indicated by the Construction Manager in the documentation required by Section 7.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner’s auditors in such documentation; and Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201–2007. The Owner andConstructionManagershall agree upon (1) a mutually acceptableprocedure for reviewand approvalof payments toSubcontractorsand(2) thepercentage of retainageheld on Subcontracts, and the Construction Manager shallexecute subcontractsin accordancewith thoseagreements. Construction Manager may,initssole discretion, distributeany reductionin retainagedescribed inSection 7.1.7.3 amongitsSubcontractors. Except with the Owner’s prior approval, the Construction Manager shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. In taking action on the Construction Manager’s Applications for Payment, the Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Construction Manager and shall not be deemed to represent that the Architect has made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Section 7.1.4 or other supporting data; that the Architect has made exhaustive or continuous on-site inspections; or that the Architect has made examinations to ascertain how or for what purposes the Construction Manager has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner’s auditors acting in the sole interest of the Owner. UponSubstantial Completion,all retainageandother amountsdue ConstructionManager shallbepaid to ConstructionManager in full lessonehundredfifty percent (150%) of the reasonable estimatedcost ofanyincomplete Work and any unsettled Claims. Such withheldamount shallbepaidtoConstructionManager monthly assuch incompleteWorkiscompletedand Claimsare settled. Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Construction Manager when the Construction Manager has fully performed the Contract except for the Construction Manager’s responsibility to correct Work as provided in Section 12.2.2 of AIA Document A201–2007, and to satisfy other requirements, if any, which extend beyond final payment; the Construction Manager has submitted a final accounting for the Cost of the Work and a final Application for Payment; and AIA Document A133™ –2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. ® ® WARNING: This AIADocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 16 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 document was produced by AIA software at 12:12:51 on 08/02/2016 under Order No.3680913268_1which expires on 12/15/2016, and is not for resale. / User Notes:CHECK (1379414831) a final Certificate for Payment has been issued by the Architect. The Owner’sfinal paymentto the Construction Managershallbemadeno later than30 days afterthe issuanceofthe Architect’sfinal Certificatefor Payment, orasfollows: Paymentor anybinding determination of adisputeunder theContract Documents. The Owner’s auditors will review and report in writing on the Construction Manager’s final accounting within 30 days after delivery of the final accounting to the Architect by the Construction Manager. Based upon such Cost of the Work as the Owner’s auditors report to be substantiated by the Construction Manager’s final accounting, and provided the other conditions of Section 7.2.1 have been met, the Architect will, within seven days after receipt of the written report of the Owner’s auditors, either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager, or notify the Construction Manager and Owner in writing of the Architect’s reasons for withholding a certificate as provided in Section 9.5.1 of the AIA Document A201–2007. The time periods stated in this Section supersede those stated in Section 9.4.1 of the AIA Document A201–2007. The Architect is not responsible for verifying the accuracy of the Construction Manager’s final accounting. IftheOwner’sauditorsreport the Cost ofthe Work assubstantiatedby the Construction Manager’sfinal accounting tobeless thanclaimed by theConstructionManager,theConstructionManagershallbe entitledto request mediationofthedisputed amountwithout seekinganinitialdecisionpursuant to Section 15.2of A201–2007.A requestformediation shallbemadebytheConstructionManagerwithin3060 daysafter theConstructionManager’s receiptof a copyofthe Architect’s final Certificate for Payment.Failuretorequest mediation withinthis30-day periodshall resultinthesubstantiated amountreportedbytheOwner’s auditors becomingbinding on the Construction Manager. Pending afinal resolutionofthedisputed amount,theOwner shallpay the Construction Managerthe amount certified intheArchitect’s final CertificateforPayment. If, subsequent to final payment and at the Owner’s request, the Construction Manager incurs costs described in Section 6.1.1 and not excluded by Section 6.8 to correct defective or nonconforming Work, the Owner shall reimburse the Construction Manager such costs and the Construction Manager’s Fee applicable thereto on the same basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. If the Construction Manager has participated in savings as provided in Section 5.2.1, the amount of such savings shall be recalculated and appropriate credit given to the Owner in determining the net amount to be paid by the Owner to the Construction Manager. For allphases of the Project,the ConstructionManager and the Ownershall purchase andmaintain insurance,and the ConstructionManager shallprovide bonds as setforth in Article 11 of AIADocument A201–2007.A201–2007andas setforth in thisArticle 8. (State bonding requirements, ifany, and limitsofliabilityfor insurance requiredin Article11 of AIA Document A201–2007.) Insurance Worker’sCompensationStatutory (A)Worker’sCompensation $100,000 Each Accident (B)Employer’s Liability $500,000 Disease -PolicyLimit $100,000 Disease -EachEmployee CommercialGeneral Liability$2,000,000 GeneralAggregate $2,000,000 Products/Completed OperationsAggregate $1,000,000 Each Occurrence $1,000,000 Personal&AdvertisingInjury $500,000 FireDamage $10,000 Medical Expense CommercialAutomobile Liability$1,000,000 Combined Single Limit Each Accident AIA Document A133™ –2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. ® ® WARNING: This AIADocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 17 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 document was produced by AIA software at 12:12:51 on 08/02/2016 under Order No.3680913268_1which expires on 12/15/2016, and is not for resale. / User Notes:CHECK (1379414831) UmbrellaExcessLiability $10,000,000 Combined SingleLimit Bonds The Construction Manager shall be requiredtoprovideaPaymentorPerformance Bond pursuanttoSection 11.4 of the A201-2007 General Conditions. Performance and PaymentBond 100%of the Contract Sum. Builder’s RiskInsurance The Ownershallprovidethe Builder’sRiskInsurance. Any Claim between the Owner and Construction Manager shall be resolved in accordance with the provisions set forth in this Article 9 and Article 15 of A201–2007. However, for Claims arising from or relating to the Construction Manager’s Preconstruction Phase services, no decision by the Initial Decision Maker shall be required as a condition precedent to mediation or binding dispute resolution, and Section 9.3 of this Agreement shall not apply. For any Claim subject to, but not resolved by mediation pursuant to Section 15.3 of AIA Document A201–2007, the method of binding dispute resolution shall be as follows: (Check the appropriate box. If the Owner and Construction Manager do not select a method of binding dispute resolution below, 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.) \[ \]Arbitration pursuant to Section 15.4 of AIA Document A201–2007 \[ \]Litigationin a court of competentjurisdiction \[ \]Other: (Specify) The Architect will serveas the InitialDecision Maker pursuant to Section15.2 ofAIA Document A201–2007 for Claims arising from or relatingto theConstructionManager’sConstructionPhase services,unlessthepartiesappoint below another individual,nota party to the Agreement,toserveastheInitial Decision Maker. Ifthepartiesappoint an individual otherthan the Architectto serveas the Initial DecisionMaker,the Initial DecisionMaker’s feesand expenses shallbesplit equallybetweentheparties. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.) Prior to the execution of the Guaranteed Maximum Price Amendment, the Owner may terminate this Agreement upon not less than seven days’ written notice to the Construction Manager for the Owner’s convenience and without cause, and the Construction Managermay terminate this Agreement, upon not less than seven days’ written notice to the Owner, for the reasons set forth in Section 14.1.1 of A201–2007. In the event of termination of this Agreement pursuant to Section 10.1.1, the Construction Manager shall be equitably compensated for Preconstruction Phase services performed prior to receipt of a notice of termination. In no AIA Document A133™ –2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. ® ® WARNING: This AIADocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 18 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 document was produced by AIA software at 12:12:51 on 08/02/2016 under Order No.3680913268_1which expires on 12/15/2016, and is not for resale. / User Notes:CHECK (1379414831) event shall the Construction Manager’s compensation under this Section exceed the compensation set forth in Section 4.1. If the Owner terminates the Contract pursuant to Section 10.1.1 after the commencement of the Construction Phase but prior to the execution of the Guaranteed Maximum Price Amendment, the Owner shall pay to the Construction Manager an amount calculated as follows, which amount shall be in addition to any compensation paid to the Construction Manager under Section 10.1.2: Take the Cost of the Work incurred by the Construction Manager to the date of termination; Add the Construction Manager’s Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 5.1 or, if the Construction Manager’s Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and Subtract the aggregate of previous payments made by the Owner for Construction Phase services. The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Manager which the Owner elects to retain and which is not otherwise included in the Cost of the Work under Section 10.1.3.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 10, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders. All Subcontracts, purchase orders and rental agreements entered into by the Construction Manager will contain provisions allowing for assignment to the Owner as described above. If the Owner accepts assignment of subcontracts, purchase orders or rental agreements as described above, the Owner will reimburse or indemnify the Construction Manager for all costs arising under the subcontract, purchase order or rental agreement, if those costs would have been reimbursable as Cost of the Work if the contract had not been terminated. If the Owner chooses not to accept assignment of any subcontract, purchase order or rental agreement that would have constituted a Cost of the Work had this agreement not been terminated, the Construction Manager will terminate the subcontract, purchase order or rental agreement and the Owner will pay the Construction Manager the costs necessarily incurred by the Construction Manager because of such termination. Following execution of the Guaranteed Maximum Price Amendment and subject to the provisions of Section 10.2.1 and 10.2.2 below, the Contract may be terminated as provided in Article 14 of AIADocument A201–2007. If the Owner terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount payable to the Construction Manager pursuant to Sections 14.2 and 14.4 of A201–2007 shall not exceed the amount the Construction Manager would otherwise have received pursuant to Sections 10.1.2 and 10.1.3 of this Agreement. If the Construction Manager terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount payable to the Construction Manager under Section 14.1.3 of A201–2007 shall not exceed the amount the Construction Manager would otherwise have received under Sections 10.1.2 and 10.1.3 above, except that the Construction Manager’s Fee shall be calculated as if the Work had been fully completed by the Construction Manager, utilizing as necessary a reasonable estimate of the Cost of the Work for Work not actually completed. The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201–2007. In such case, the Guaranteed Maximum Price and Contract Time shall be increased as provided in Section 14.3.2 of AIA Document A201–2007, except that the term "profit" shall be understood to mean the Construction Manager’s Fee as described in Sections 5.1 and 5.3.5 of this Agreement. Terms in this Agreement shall have the same meaning as those in A201–2007. AIA Document A133™ –2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. ® ® WARNING: This AIADocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 19 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 document was produced by AIA software at 12:12:51 on 08/02/2016 under Order No.3680913268_1which expires on 12/15/2016, and is not for resale. / User Notes:CHECK (1379414831) Section 1.5 of A201–2007 shall apply to both the Preconstruction and Construction Phases. Section 13.1 of A201–2007 shall apply to both the Preconstruction and Construction Phases. TheOwnerandConstructionManager,respectively,bindthemselves,theiragents,successors,assignsandlegal representativestothis Agreement. Neither theOwnernorthe ConstructionManager shallassignthis Agreement withoutthe writtenconsent ofthe other,exceptthat theOwner mayassign thisAgreement to a lenderproviding financing for theProjectifthelenderagrees toassume theOwner’srightsand obligations underthis Agreement. Except asprovidedin Section13.2.2ofA201–2007,neitherparty tothe Contract shallassign theContractasawhole withoutwritten consentof the other.If either partyattemptstomake such an assignment without such consent, or makessuch assignment withor without consent,that partyshallneverthelessremain legallyresponsible forall obligationsunderthe Contract. Other provisions: §11.5.1 Notices:Anynotice required or permitted to begiven by any party uponanotherpartyisgiveninaccordance withthis Agreementif it is directedtothepartybydeliveringit personally tothe individualsdescribed beloworsent byUnited Statescertified mail,return receiptrequested,postageproperly addressed asfollowsor such otheraddress asthepartiesmay designateby written notice in thesamemanner. IftoOwner: JenniferLevitt CommunityDevelopmentDirector/City Engineer 12800 RavineParkwaySouth Cottage Grove, MN 55016 IftoConstruction Manager: Kraus-Anderson® Construction Company Attn: BrianHook 8625 RendovaStreet NE P.O.Box 158 CirclePines,MN55014 TotheextenttheOwner contractsdirectlywith anytradecontractors or suppliers forportions oftheWork ontheProject("Direct OwnerContractors"),theConstructionManager shallprovide on-siteadministrationof the Direct OwnerContractsin cooperationwith theArchitectas setforthbelowand inAIA Document A232™–2009, GeneralConditionsofthe Contract for Construction,ConstructionManageras AdviserEdition. TheConstructionManager shall provide administrative,managementand relatedservices tocoordinate scheduledactivities andresponsibilities ofthe Direct OwnerContractors with each other and withthose ofthe ConstructionManager,Construction Manager’s Subcontractors, theOwner and theArchitect. TheConstructionManager shall updatetheProjectschedule, incorporating theactivities oftheOwner, Architect, andDirectOwner Contractorsonthe Project. TheConstructionManager shall scheduleandconduct meetingsto discuss such mattersas procedures, progress,coordination, andscheduling of theWork.The Construction Managershall prepare and promptlydistribute minutestothe Owner,Architect andDirectOwnerContractors. Utilizinginformation from the DirectOwnerContractors,the Construction Manager shall scheduleand coordinate thesequenceofconstructionand assignmentofspaceinareas where the DirectOwner Contractors are performing Work,in accordance withthe ContractDocuments and the latestapproved Projectschedule. AIA Document A133™ –2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. ® ® WARNING: This AIADocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 20 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 document was produced by AIA software at 12:12:51 on 08/02/2016 under Order No.3680913268_1which expires on 12/15/2016, and is not for resale. / User Notes:CHECK (1379414831) The ConstructionManagershall endeavor toobtainsatisfactory performance fromeachof theDirectOwner Contractors.TheConstruction Manager shallrecommendcoursesof action tothe Owner when requirementsof a Contract are notbeing fulfilled. Notmore frequentlythan monthly,theConstruction Managershall reviewandrecommendpaymentof the amountsduetherespective Direct OwnerContractors. TheConstructionManager’s certificationforpayment shall constitute a representation to theOwner, basedon the ConstructionManager’s evaluationsoftheWorkandonthe data comprising theContractors’Applicationsfor Payment,that, tothe best ofthe Construction Manager’sknowledge, information andbelief, the Work hasprogressedtothe point indicated andthequalityof theWork is in accordance withtheContractDocuments.The foregoingrepresentations are subjecttoan evaluationoftheWork for conformance withtheContractDocumentsupon Substantial Completion, toresults of subsequenttests and inspections, to correction ofminor deviationsfrom the ContractDocumentsprior tocompletion andtospecific qualifications expressedby theConstructionManager. Theissuanceofa CertificateforPaymentshall furtherconstitutea recommendation totheArchitect andOwnerthat theContractor be paid theamount certified. ThecertificationofanApplicationforPaymentora ProjectApplication forPaymentby the Construction Manager shallnotbearepresentationthat the ConstructionManager has (1) made exhaustiveor continuouson-site inspections to check the quality orquantity oftheWork; (2)reviewed construction means,methods,techniques, sequences fortheDirectOwner Contractor’s ownWork,or procedures;(3)reviewed copies of requisitionsreceived fromsubcontractorsand material suppliers andother datarequested by theOwner tosubstantiate the Direct Owner Contractor’s righttopayment;or(4) ascertained howor forwhat purposethe DirectOwnerContractorhasused moneypreviouslypaid onaccount of the ContractSum. TheConstructionManager shall reviewthe safetyprograms developed byeachof theDirect Owner Contractors solelyandexclusively forpurposesof coordinatingthe safetyprograms with thoseof theother Contractors. The ConstructionManager’s responsibilities for coordinationof safety programs shallnotextend to directcontrol over orcharge of theactsoromissionsof theDirectOwner Contractors, Subcontractors, agentsor employeesof the Direct OwnerContractorsor Subcontractors, or anyotherpersonsperforming portions oftheWork andnotdirectlyemployed by the ConstructionManager. TheConstructionManagershalldetermineingeneralthat the Workof each Direct Owner Contractoris being performedin accordancewiththe requirementsoftheContract Documentsand notify theOwner, Contractor andArchitectof defects anddeficienciesin theWork.TheConstructionManagershall havethe authoritytoreject Workthat does notconformto the ContractDocumentsand shall notify theOwnerand Architect about therejection. Upon writtenauthorizationfromtheOwner,theConstructionManagermayrequire and makearrangementsfor additionalinspectionortesting of the Work inaccordance withtheprovisions ofthe Contract Documents,whetheror notsuch Workis fabricated,installed or completed,andthe ConstructionManager shall give timelynotice tothe Architect of whenand wherethetestsand inspections aretobe madesothat theArchitectmay be presentforsuch procedures. TheConstructionManager shallhave authoritytoactonbehalfoftheOwner only to theextentprovided in thisAgreement andAIA Document A232™–2009, GeneralConditionsof theContractforConstruction, ConstructionManager as Adviser Edition. TheConstructionManager shallnot havecontrolover, chargeof,or responsibilityfor theconstruction means, methods,techniques, sequences or procedures, or forsafety precautionsand programs in connectionwith the Work of eachof theDirectOwnerContractors. The Construction Managershall be responsible tothe Ownerforthe ConstructionManager’snegligent acts oromissions, but shallnot beresponsiblefor actsoromissionsoftheDirectOwnerContractorsor their agentsor employeesor fora DirectOwner Contractor’s failuretoperform the Work inaccordance with therequirementsoftheContractDocuments. TheConstructionManagershallreviewrequestsforchanges, assist in negotiatingDirect Owner Contractors’ proposals,andsubmit recommendationstotheArchitectandOwnerregarding such requests. Whenthe Construction Managerconsiders eachDirectOwner Contractor’s Work or adesignatedportion thereof is substantiallycomplete,theConstructionManagershall,jointly withtheContractor,prepare fortheArchitect a listofincompleteor unsatisfactory items and aschedulefortheircompletion. TheConstruction Manager shall assist AIA Document A133™ –2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. ® ® WARNING: This AIADocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 21 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 document was produced by AIA software at 12:12:51 on 08/02/2016 under Order No.3680913268_1which expires on 12/15/2016, and is not for resale. / User Notes:CHECK (1379414831) the Architectinconductinginspections todeterminewhetherthe Workor designatedportionthereofissubstantially complete. TheConstructionManagershallcoordinatethe correctionand completionof theDirect Owner Contractors’ Work.Followingissuance of aCertificate of Substantial Completion of theWorkor adesignatedportion thereof,the ConstructionManagershallevaluate thecompletion ofthe Work of the Direct Owner Contractorsand make recommendations totheArchitect when Workis ready forfinalinspection. The ConstructionManagershall assist theArchitectin conducting finalinspections. TheConstructionManagershallforwardto theOwner, with a copy to the Architect, the following information receivedfromtheDirect OwnerContractors:(1) certificatesof insurance received from the DirectOwner Contractors; (2)consent of suretyorsureties,ifany,to reduction inor partialrelease of retainageor themakingof final payment;(3)affidavits,receipts,releasesand waivers ofliens orbondsindemnifyingthe Owner againstliens; and(4) any otherdocumentation requiredoftheDirect OwnerContractor undertheContractDocuments,including warranties and similarsubmittals. This Agreement represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Construction Manager. The following documents comprise the Agreement: AIA Document A133–2009, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price AIA Document A201–2007, General Conditions of the Contract for Construction AIA Document E201™–2007,Digital DataProtocol Exhibit, ifcompleted,or the following: AIA Document E202™–2008,BuildingInformationModeling Protocol Exhibit, if completed,orthe following: Other documents: (List other documents, if any, forming part of the Agreement.) ExhibitA – GMPAmendment(when signed by theOwner andConstruction Manager) Exhibit B – Tools andEquipment Rates This Agreement is entered into as of the day and year first written above. Kraus-AndersonConstructionCompany (Signature) (Signature) (Printed name and title)(Printed name and title) AIA Document A133™ –2009 (formerly A121™CMc – 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. ® ® WARNING: This AIADocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 22 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 document was produced by AIA software at 12:12:51 on 08/02/2016 under Order No.3680913268_1which expires on 12/15/2016, and is not for resale. / User Notes:CHECK (1379414831) I, ,hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with this certification at 12:12:51on 08/02/2016under Order No. 3680913268_1 from AIA Contract ® Documents software and that in preparing the attached final document I made no changes to the original text of AIA Document A133™ – 2009, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, as published by the AIA in its software, other than changes shown in the attached final document by underscoring added text and striking over deleted text. _____________________________________________________________ (Signed) _____________________________________________________________ (Title) _____________________________________________________________ (Dated) ® AIA Document D401™ –2003.Copyright © 1992 and 2003 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 1 result in severe civil and criminal penalties, and will be prosecuted to the maximum extentpossible under the law. This document was produced by AIA software at 12:12:51 on 08/02/2016 under Order No.3680913268_1which expires on 12/15/2016, and is not for resale. User Notes:CHECK (1379414831)