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HomeMy WebLinkAbout9.b Authorize Entry into Contract – Architectural Services for Police & Public Works Campus Project EXECUTIVE SUMMARY City Council Regular Meeting April 19, 2022 AGENDA ITEM: Authorize Entry into Contract – AGENDA SECTION: Architecture Services for Police & New Business Public Works Campus Project PREPARED BY: Nick Egger, P.E., Public Works Director Logan Martin, City Administrator AGENDA NO. 9.b. Mikael Dahlstrom, Chief of Police ATTACHMENTS: Architecture Services Contract APPROVED BY: LJM RECOMMENDED ACTION: Motion to authorize staff to enter into contract with Boarman Kroos Vogel Group, Inc. (BKV) to serve as the City’s Architect for the Police & Public Works Campus project. BACKGROUND On the heels of engaging with Kraus Anderson as the City’s Construction Manager for the Police and Public Works Campus project, the City solicited proposals from architecture teams for the formal building and site design element of the project. Four proposals were received in early February, and th interviews with firms were held February 10. Upon conducting interviews, reference checks, and in consultation with our Kraus Anderson project team members, consensus was to select the architect team from BKV Group/Oertel Architects to provide architecture and site design services for the facilities. The value of the contract is $1,872,500 and the Boarman Kroos Vogel Group, Inc. (BKV)/Oertel Architects team will provide professional architectural and site design services from conceptual design, through schematic and final design, as well as provide architectural oversight during the construction phase to ensure construction is in conformance with the design. The contract has been crafted under using the American Institute of Architects (AIA) template, version B132-2019, which marries up with the previously executed AIA C132-2019 contract with Kraus Anderson. The City’s project management team of Chief Dahlstrom, PW Director Egger, and City Administrator Martin, along with City Attorney Mary Tietjen, have all participated in the process of bringing together the contract and are comfortable with the language as presented. RECOMMENDATION Staff recommends the City Council approve the City’s entry into the attached contract agreement with BKV Group, Inc., and authorize the Mayor and Clerk to sign the document on behalf of the City. 1 Document B132™ – 2019 Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Documents A132™–2019, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition; A232™–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition; and C132™–2019, Standard Form of Agreement Between Owner and Construction Manager as Adviser. AIA Document A232™–2019 is adopted in this document by reference. Do not use with other general conditions unless this document is modified. AGREEMENT made as of the 19th day of April in the year 2022 but fully effective as of the 7th day of March in the year 2022 BETWEEN the Architect’s client identified as the Owner: City of Rosemount 2875 145th Street West Rosemount, MN 55068-4997 and the Architect: Boarman Kroos Vogel Group, Inc. dba BKV Group 222 North Second Street, Suite 101 Minneapolis, MN 55401 for the following Project: Construction of a new public works and police department campus. Public works facility consisting of approximately 70,346 sq. ft., and a police station of approximately 48,629 sq. ft. The location will be on a vacant city-owned site. The site is approximately 20 acres on the northern section of 14221 Biscayne Avenue, Rosemount, Minnesota The Construction Manager: Kraus Anderson Construction Company 501 South 8th Street Minneapolis, MN 55404 The Owner and Architect agree as follows. Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 2 TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT’S RESPONSIBILITIES 3 SCOPE OF ARCHITECT’S BASIC SERVICES 4 SUPPLEMENTAL AND ADDITIONAL SERVICES 5 OWNER’S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1. (Paragraph deleted) § 1.1.1 The Owner’s program for the Project: (Paragraph deleted) Initial space program dated November 13, 2018, and as noted as attachment A in the request for proposals will be used as a starting point in the development of the project. The A/E team will review and confirm the program requirements at the start of the project. § 1.1.2 The Project’s physical characteristics: (Paragraph deleted) The location will be on a vacant city-owned site. The site is approximately 20 acres on the northern section of 14221 Biscayne Avenue, Rosemount, Minnesota. § 1.1.3 The Owner’s budget for the Cost of the Work, as defined in Section 6.1: Per the request for proposals the total project budget was stated as $40,000,000, which included the following: Construction $30,000,000.00 Furniture $950,000.00 Equipment $2,000,000.00 Technology $5,550,000.00 § 1.1.4 The Owner’s anticipated design and construction milestone dates: .1 Design phase milestone dates, if any: Program verification and concept design anticipated as follows: March 7, 2022, to May 10, 2022 Schematic Design through Construction documents anticipated as follows: Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 3 May 11, 2022, to March 7, 2023 .2 Construction commencement date: Commencement of construction shall be on or about spring 2023pending issuance of bid packages 1 and 2 and receipt of the building permit .3 Substantial Completion date or dates: Substantial completion date is to be determined by the final design and in coordination with the City and Construction Manager. For purposes of this agreement, substantial completion shall be 12-15 mo. after the commencement of construction. .4 Other milestone dates: Issue bid package 1 on or about November 2022 Issue bid package 2 on or about March 2023 § 1.1.5 The Owner intends the following procurement method for the Project: (Identify method such as competitive bid or negotiated contract.) In conjunction with the construction manager each proposed bid package will be issued to multiple prime contractors for competitive bidding. § 1.1.6 The Owner’s requirements for accelerated or fast-track design and construction, multiple bid packages, or phased construction are set forth below: The 2 bid packages planned are identified in section 1.1.4.3 above.. § 1.1.7 The Owner’s anticipated Sustainable Objective for the Project: (Identify and describe the Owner’s Sustainable Objective for the Project, if any.) To be determined via design process. § 1.1.7.1 If the Owner identifies a Sustainable Objective, the Owner and Architect shall complete and incorporate AIA Document E235-2019, Sustainable Projects Exhibit, Construction Manager as Adviser Edition, into this Agreement to define the terms, conditions and services related to the Owner’s Sustainable Objective. If E235-2019 is incorporated into this Agreement, the Owner and Architect shall incorporate the completed E235-2019 into the agreements with the consultants and contractors performing services or Work in any way associated with the Sustainable Objective. § 1.1.8 The Owner identifies the following representative in accordance with Section 5.4: (List name, address, and other contact information.) Mikael Dahlstrom, Chief of Police § 1.1.9 The persons or entities, in addition to the Owner’s representative, who are required to review the Architect’s submittals to the Owner are as follows: (List name, address, and other contact information.) Jason Rentmeester, Kraus Anderson Dustin Phillips, Kraus Anderson § 1.1.10 The Owner shall retain the following consultants and Contractors: .1 Construction Manager: Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 4 (The Construction Manager is identified on the cover page. If a Construction Manager has not been retained as of the date of this Agreement, state the anticipated date of retention. If the Architect is to assist the Owner in selecting the Construction Manager, complete Section 4.1.1.1.) Kraus Anderson Construction Company501 South 8th Street Minneapolis, MN 55404 .2 Land Surveyor: TBD .3 Geotechnical Engineer: WSB Engineers .4 (Paragraphs deleted) Other consultants and Contractors: Special Inspections – TBD Testing and Balancing – TBD Commissioning – TBD § 1.1.11 The Architect identifies the following representative in accordance with Section 2.4: Bruce Schwartzman, AIA – BKV, partner in charge (main point of contact) DuWayne Jones, AIA – BKV, project manage Andrew Cooper, AIA – Oertel Architect (public works planner) Michael Healey, AIA – BKV (police planner) § 1.1.12 The Architect shall retain the consultants identified in Sections 1.1.12.1 and 1.1.12.2: § 1.1.12.1 Consultants retained under Basic Services: .1 Structural Engineer: BKV Group .2 Mechanical Engineer: Emanuelson – Podas, Inc. 7705 Bush Lake Road Edina, MN 55439 .3 Electrical Engineer: Emanuelson – Podas, Inc. 7705 Bush Lake Road Edina, MN 55439 .4 Telecommunication and Audio Vido: True North Consulting Group 140 3rd Street South Stillwater, MN 55082 .5 Cost Estimating: Faithful + Gould 45 South 7th Street Minneapolis, MN 55402 .6 Public Works Specialist: Oertel Architects 1795 St. Clair Avenue St. Paul, MN 55105 Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 5 .7 Civil Engineering: Stantec 7500 Olson Memorial Highway, Suite 300 Golden Valley, MN 55427 .8 Acoustical Consultant: Convergent Technologies Design Group, Inc. .9 Landscape, Furniture Planning, and Interior Design: BKV Group § 1.1.12.2 Consultants retained under Supplemental Services: Not applicable at this time § 1.1.13 Other Initial Information on which the Agreement is based: § 1.2 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that the Initial Information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the Architect’s services, schedule for the Architect’s services, and the Architect’s compensation. The Owner shall adjust the Owner’s budget for the Cost of the Work and the Owner’s anticipated design and construction milestones, as necessary, to accommodate material changes in the Initial Information. § 1.3 The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form. The parties will use AIA Document E203-2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. § 1.3.1 Any use of, or reliance on, all or a portion of a building information model without agreement to protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203-2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document G202-2013, Project Building Information Modeling Protocol Form, shall be at the using or relying party’s sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. § 1.4 The term "Contractors" refers to persons or entities who perform Work under contracts with the Owner that are administered by the Architect and Construction Manager. The term "Contractors" is used to refer to such persons or entities, whether singular or plural. The term does not include the Owner’s own forces, or Separate Contractors, which are persons or entities who perform construction under separate contracts with the Owner not administered by the Architect and Construction Manager. ARTICLE 2 ARCHITECT’S RESPONSIBILITIES § 2.1 The Architect shall provide professional services as set forth in this Agreement. The Architect represents that it is properly licensed in the jurisdiction where the Project is located to provide the services required by this Agreement, or shall cause such services to be performed by appropriately licensed design professionals. § 2.1.1 Architect shall be responsible for the coordination of all drawings and design documents relating to the Architect’s services under this Agreement, regardless of whether such drawings and design documents are prepared or performed by Architect, by its consultants or by others if Architect incorporates such work performed by others in the design documents. If preliminary or design development work has been performed by others, including the Owner, Architect is responsible for and accepts responsibility for integrating such earlier work into the Architect’s work when the Architect performs subsequent phases of the Basic Services called for under this Agreement. Unless Owner expressly disclaims accuracy as to third-party-provided information, the Architect may rely on the accuracy of information provided by the Owner or its Consultants. Architect shall be responsible for coordination and internal Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 6 checking of all drawings and for the accuracy of all dimensional and layout information contained therein, subject to the professional standard of care. Architect shall be responsible for the completeness and accuracy of all design documents submitted by the Architect. § 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by reputable, skilled architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. Architect acknowledges and agrees that, as applicable, the Architect’s design and each of the design services for the Project shall be in compliance with the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 through 12213, including without limitation, Americans with Disabilities Guidelines, Appendix A, as well as any other applicable laws governing the same or similar subject matter and with adherence to any governmental authority having jurisdiction regarding access to the Project by the physically handicapped. All services to be performed under this Agreement, including the services acknowledged and agreed to in the preceding sentence, shall be performed in accordance with the standard of care whether performed by the Architect, its consultants or any person engaged directly or indirectly by the Architect. § 2.3 The Architect shall provide its services in conjunction with the services of a Construction Manager as described in AIA Document C132™–2019, Standard Form of Agreement Between Owner and Construction Manager as Adviser, as modified. The Architect shall not be responsible for actions taken by the Construction Manager. § 2.4 The Architect shall identify in writing a representative(s) authorized to act on behalf of the Architect with respect to the Project ("Key Persons"). The Architect shall retain the right to select and assign its own Key Persons to Project. Prior to any change (including the reduction of Project responsibilities) to Key Persons assigned by Architect, Architect shall notify the Owner and obtain consent from the Owner. Owner shall have the right, in its sole discretion, to reject any Key Persons proposed by Architect. All staff used by the Architect in the performance of its services under this Agreement shall be qualified by education, training and experience to perform their assigned tasks and shall be licensed by the appropriate authorities as necessary or appropriate. § 2.5 Except with the Owner’s knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect’s professional judgment with respect to this Project. § 2.6 The Architect shall at its sole cost and expense procure and maintain the following insurance policies, purchased from A.M. Best rated A- or higher insurer licensed in Minnesota, and unless stated below, for all claims periods applicable to the Architect’s services under this Agreement. If any of the requirements set forth below are in addition to the types and limits the Architect normally maintains, with written permission the Owner shall pay the Architect as set forth in Section 11.9. Architect shall be solely responsible for payment of all insurance premiums and deductibles. § 2.6.1 Commercial General Liability with policy limits of not less than Two Million Dollars ($ 2,000,000 ) for each occurrence and Four Million Dollars ($ 4,000,000 ) in the annual aggregate for bodily injury and property damage. § 2.6.2 Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Architect with policy limits of not less than One Million Dollars ($ 1,000,000 ) per accident for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles, along with any other statutorily required automobile coverage. § 2.6.3 The Architect may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella liability insurance policies result in the same or greater coverage as the coverages required under Sections 2.6.1 and 2.6.2, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § 2.6.4 Workers’ Compensation at statutory limits. Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 7 § 2.6.5 Employers’ Liability with policy limits not less than One Million Dollars ($1,000,000) each accident, One Million Dollars ($1,000,000) each employee, and One Million Dollars ($1,000,000) policy limit. § 2.6.6 Professional Liability covering negligent acts, errors and omissions in the performance of professional services with policy limits of not less than Five Million Dollars ($ 5,000,000 ) per claim and Five Million Dollars ($5,000,000 ) in the annual aggregate. Professional Liability insurance policy shall be written on a claims made basis. Any retroactive date or prior acts exclusion shall pre-date the Effective Date of this Agreement and the date that any services were provided in connection with this Project. § 2.6.7 Additional Insured Obligations. To the fullest extent permitted by law, the Architect shall cause the primary and excess or umbrella policies for Commercial General Liability and Automobile Liability to include the Owner as an additional insured for claims caused in whole or in part by the Architect’s negligent acts or omissions. The additional insured coverage shall be primary and non-contributory to any of the Owner’s insurance policies and shall apply to both ongoing and completed operations. § 2.6.8 The Architect shall provide certificates of insurance to the Owner that evidence compliance with the requirements in this Section 2.6. § 2.6.9 The insurance limits specified in this Section 2.6 establish minimum insurance requirements. It is the Architect’s sole responsibility to determine the need to procure and maintain additional insurance. Insurance procured or maintained by Architect shall not reduce or limit Architect’s contractual obligations or liabilities to the Owner or an Additional Insured for claims or suit which arise out of or are incident to the Architect’s or Architect’s consultants’ performance, acts or omissions. § 2.6.9.1 The costs of all insurance required under this Section 2.6, including any deductibles, are included in the Architect’s Fee. All such insurance shall be written on an occurrence basis, except the Professional Liability insurance, which shall be written on a claims-made basis. The Architect shall furnish and cause each of the Architect’s consultants to furnish, to the Owner certificates of the insurance policies required to be maintained by it prior to the commencement of its services under this Agreement. The acceptance by the Owner of such documentation does not constitute approval or agreement by the Owner that the insurance requirements have been met or that the insurance policies are in compliance with these requirements. The Indemnified Parties shall be named as an Additional Insured on Architect and each Architect’s consultant Comprehensive General Liability Policy, Automobile Policy and Umbrella/Excess Liability Policy obtained under or pursuant to this Section 2.6. Each policy of insurance maintained by the Architect or an Architect consultant shall, to the extent applicable to the particular coverage (i) provide that such insurance is primary and non-contributory in regards to all other policies of insurance providing coverage to the Owner; (ii) provide that any other insurance maintained by the Owner is excess and non-contributing to that required herein; and (iii) contain a "Cross-Liability" or "Severability of Interest" provision. All policies and certificates of insurance shall expressly provide that no less than thirty (30) days prior written notice shall be given to Owner in the event of material alteration, cancellation, non-renewal or expiration of the coverage contained in such policy or evidenced by such certificate of insurance. In no event shall any failure of the Owner to receive a certificate of insurance or to demand receipt of such certificates prior to the Architect prior to the Architect commencing the Architect’s services hereunder be construed as a waiver by the Owner of the Architect’s obligations to procure and maintain insurance pursuant to this Section 2.6. All policies, except for the Architect’s Professional Liability insurance, shall be endorsed to provide a waiver of subrogation in favor of the Owner. Upon request by the Owner, Architect shall provide to Owner copies of the insurance policies required under this Agreement at no additional cost to Owner. § 2.6.9.2 The Architect shall furnish proof of insurance for the applicable claims period confirming that it has procured the foregoing required insurance coverages prior to execution of this Agreement. Such proof shall also confirm that the insurer has agreed that it will not cancel the insurance without giving the Owner thirty (30) days advance written notice of its intent to cancel. The Architect shall require of its consultants’ proof of insurance meeting the foregoing requirements as a condition precedent to their engagement to perform services on the Project Lower limits of consultant’s insurance coverages may be accepted if approved by the Owner. § 2.6.11 The Architect shall require its employees and consultants to comply with the Project safety program and safety directives of the Construction Manager. The Architect has no responsibility or liability for jobsite safety program of the Construction Manager. Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 8 § 2.6.12 Notwithstanding the foregoing, the Owner reserves the right to immediately terminate this Agreement if the Architect is not in compliance with the insurance requirements contained herein and retains all rights to pursue any legal remedies against the Architect. ARTICLE 3 SCOPE OF ARCHITECT’S BASIC SERVICES § 3.1 The Architect’s Basic Services consist of those described in this Article 3 and include usual and customary structural, mechanical, and electrical engineering services. Services not set forth in this Article 3 are Supplemental or Additional Services. § 3.1.1 The Architect shall manage the Architect’s services, research applicable design criteria, attend Project meetings, communicate with members of the Project team, and report progress to the Owner. § 3.1.2 The Architect shall coordinate its services with those services provided by the Owner, the Construction Manager, and the Owner’s other consultants as may be requested by the Owner from time to time or as necessary. Unless Owner expressly disclaims the reliability as to third party-provided information that Owner cannot verify as to accuracy, the Architect shall be entitled to rely on, and shall not be responsible for, the accuracy, completeness, and timeliness of, services and information furnished by the Owner, the Construction Manager, and the Owner’s other consultants. During each phase of the Project, the Architect shall review and consider cost estimates, schedules, general conditions and other work products prepared by the Construction Manager and advise the Owner as it relates to the compliance with the basis of design established by the Architect. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error, omission or inconsistency, in such services or information. § 3.1.3 As soon as practicable after the date of this Agreement, the Architect shall submit, for the Construction Manager’s review and the Owner’s approval, a schedule for the performance of the Architect’s services. The schedule shall include design phase milestone dates, as well as the anticipated dates for the commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information. This schedule shall include allowances for periods of time required for the Owner’s review, for the Construction Manager’s review, for the performance of the Owner’s consultants, and for approval of submissions by authorities having jurisdiction over the Project. Once approved by the Owner, time limits established by the schedule shall not, except for reasonable cause, be exceeded by the Architect or Owner. With the Owner’s approval, the Architect shall adjust the schedule, if necessary, as the Project proceeds until the commencement of construction. § 3.1.4 The Architect shall submit information to the Construction Manager and participate in developing and revising the Project schedule as it relates to the Architect’s services. The Architect shall review and approve, or take other appropriate action upon, the portion of the Project schedule relating to the performance of the Architect’s services. § 3.1.5 The Architect shall not be responsible for an Owner’s or Construction Manager’s directive or substitution, or for the Owner’s acceptance of non-conforming Work, made or given without the Architect’s written approval. § 3.1.6 The Architect shall, in coordination with the Construction Manager, contact governmental authorities required to approve the Construction Documents and entities providing utility services to the Project. The Architect shall respond to applicable design requirements imposed by those authorities and entities. The Architect shall make any required revisions to its design documents necessary to comply with such governmental or utility requirements existing as of the Effective Date of this Agreement without additional fee or expense to the Owner. In the event that Architect believes that the revisions required by a governmental authority or utility are unreasonable, absurd, or were unforeseeable, the Architect may provide written notice to the Owner and request additional fee or expense for the revision. Such written notice shall include the following information: (i) a narrative description of the issue; (ii) the Architect’s interpretation of the requirements at issue; (ii) the governmental authority or utility’s interpretation of the requirements at issue; and (iii) the Architect’s analysis explaining its belief that the interpretation by the governmental authority or utility is unreasonable, absurd, or was unforeseeable. Owner shall promptly review such written notice and make a determination, in Owner’s reasonable discretion, as to whether Architect should receive additional fee or expense to execute the revision. § 3.1.7 The Architect shall promptly provide, upon Owner’s written request, copies of all relevant Project correspondence issued or received by the Architect and/or the Architect’s consultants. Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 9 § 3.1.8 The Architect shall assist the Owner and Construction Manager in connection with the Owner’s responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. § 3.1.9 During each design phase, the Architect shall evaluate the Owner’s design standards and recommend any variances that should be made thereto or therefrom that the Architect believes will reduce costs, provide a higher quality Project without exceeding the Project budget, or otherwise benefit the Owner, and the Architect shall further recommend to Owner’s representatives with the requisite authority any changes to the Owner’s program or preliminary design for the Project that the Architect reasonably expects will reconcile the program, Project budget and Project schedule, or reduce costs, provide a higher quality Project without exceeding the Project budget or otherwise benefit the Owner. § 3.1.10 The Architect shall notify the Owner in writing of any other information needed for the Project that is not included in or to be provided under this Agreement. § 3.1.11 Design work by Architect’s consultants shall be performed by qualified and appropriately licensed design professionals as is necessary, appropriate, or otherwise legally required. § 3.1.12 For each design phase in Article 3, Architect will prepare and circulate a design and engineering meeting agenda as well as subsequent minutes and follow up "to do" lists from each such meeting. § 3.2 Schematic Design Phase Services § 3.2.1 The Architect shall review the program and other information furnished by the Owner and Construction Manager, and shall review laws, codes, and regulations applicable to the Architect’s services. § 3.2.2 The Architect shall prepare a preliminary evaluation of the Owner’s program, schedule, budget for the Cost of the Work, Project site, and the proposed procurement and delivery method, and other Initial Information, each in terms of the other, to ascertain the requirements of the Project. The Architect shall notify the Owner of (1) any inconsistencies discovered in the information, and (2) other information or consulting services that may be reasonably needed for the Project. § 3.2.3 The Architect shall present its preliminary evaluation to the Owner and Construction Manager and shall discuss with the Owner and Construction Manager alternative approaches to design and construction of the Project. The Architect shall reach an understanding with the Owner and Construction Manager regarding the requirements of the Project. § 3.2.4 Based on the Project requirements agreed upon with the Owner, the Architect shall prepare and present, to the Owner and Construction Manager, for the Owner’s approval, a preliminary design illustrating the scale and relationship of the Project components. § 3.2.5 Based on the Owner’s approval of the preliminary design, the Architect shall prepare Schematic Design Documents for the Construction Manager’s review and Owner’s approval. The Schematic Design Documents shall consist of drawings and other documents including a site plan, if appropriate, and preliminary building plans, sections and elevations; and may include some combination of study models, perspective sketches, or digital representations. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. Consistent with the standard of care, the Schematic Design Documents shall conform to the Owner’s program. § 3.2.5.1 The Architect shall consider sustainable design alternatives, such as material choices and building orientation, together with other considerations based on program and aesthetics, in developing a design that is consistent with the Owner’s program, schedule and budget for the Cost of the Work. The Owner may obtain more advanced sustainable design services as a Supplemental Service under Section 4.1.1. § 3.2.5.2 The Architect shall consider with the Owner and the Construction Manager the value of alternative materials, building systems and equipment, together with other considerations based on program and aesthetics, in developing a design for the Project that is consistent with the Owner’s program, schedule, and budget for the Cost of the Work. Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 10 § 3.2.6 The Architect shall submit the Schematic Design Documents to the Owner and the Construction Manager. The Architect shall meet with the Construction Manager to review the Schematic Design Documents. During such meeting, Architect and Construction Manager shall review and consider issues relating to Project scope, Project construction phasing, schedule, constructability, and cost estimates. Notwithstanding such requirement for the Architect, Owner, and Construction Manager to meet, review, and consider construction phasing, schedule, constructability, and cost estimates, the Parties expressly acknowledge and agree that Architect is not responsible for providing the work product of the Construction Manager such as construction phasing, schedule, constructability, and cost estimates. § 3.2.7 Upon receipt of the Construction Manager’s review comments, specifically but not exclusively regarding issues discussed during the meeting required by Section 3.2.6, including project scope, project construction phasing, schedule, constructability, and cost estimate at the conclusion of the Schematic Design Phase, the Architect shall take action as required under Section 6.4, and request the Owner’s approval of the Schematic Design Documents. If revisions to the Schematic Design Documents are required to comply with the Owner’s budget for the Cost of the Work at the conclusion of the Schematic Design Phase, the Architect shall incorporate such revisions in the Design Development Phase at no additional cost to the Owner. § 3.2.8 In the further development of the Drawings and Specifications during this and subsequent phases of design, the Architect shall be entitled to rely on the accuracy of the estimates of the Cost of the Work, which are to be provided by the Construction Manager under the Construction Manager’s agreement with the Owner. § 3.2.9 The Architect, and its appropriately licensed consultants, shall determine all major architectural and engineering systems and shall prepare a written description of the Project together with the Schematic Design Documents, specifications and other descriptions as necessary to properly convey to Owner the scale and relationship of the Project components, including structure placements at the site, existing facility locations and response to all related considerations, including but not limited to, soil profiles, soil consolidation, and ground water levels and drainage. The Architect shall work with the Owner’s consultants to verify significant existing conditions to be included in or dealt with in this Project and shall incorporate this information into the written description required by this Section 3.2.9. § 3.2.10 During this phase, Architect shall meet at least once, and more often, if required, with representatives of the State Building Code and Standards Division, and with local building and code officials, to identify and correct any and all non-compliances. § 3.2.11 The Architect shall at appropriate times meet with the Owner to discuss Schematic Design considerations currently being evaluated. § 3.2.12 As required by the Owner, the Architect shall submit to the Owner complete bound copies, as well as electronic copies, of the approved Schematic Design Documents, which shall include a cost estimate that is prepared by the Construction Manager. § 3.3 Design Development Phase Services § 3.3.1 Based on the Owner’s approval of the Schematic Design Documents, and on the Owner’s authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Design Development Documents for the Construction Manager’s review and the Owner’s approval. The Design Development Documents shall be based upon information provided, and estimates prepared by, the Construction Manager and shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans, sections, elevations, typical construction details, and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, and other appropriate elements. The Design Development Documents shall also include outline specifications that identify major materials and systems and establish in general their quality levels. § 3.3.2 Prior to the conclusion of the Design Development Phase, the Architect shall submit the Design Development Documents package to the Owner and the Construction Manager. The Design Development Phase Documents shall serve as a basis for the cost estimate to be developed by the Construction Manager. The Architect shall meet with the Construction Manager to review the Design Development Documents. During the meeting, Owner, Architect, and Construction Manager shall review and consider issues relating to Project scope, Project construction phasing, Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 11 schedule, constructability, and cost estimates. Notwithstanding such requirement for the Architect, Owner, and Construction Manager to meet, review, and consider issues relating to Project scope, Project construction phasing, schedule, constructability, and cost estimates, the Parties expressly acknowledge and agree that Architect is not responsible for providing the work product of the Construction Manager such as construction phasing, schedule, constructability, and cost estimates. § 3.3.3 The Architect shall at appropriate times meet with the Owner to discuss Design Development considerations currently being evaluated. § 3.3.4 Upon receipt of the Construction Manager’s information and estimate at the conclusion of the Design Development Phase, the Architect shall take action as required under Sections 6.5 and 6.6 and request the Owner’s approval of the Design Development Documents. § 3.4 Construction Documents Phase Services § 3.4.1 Based on the Owner’s approval of the Design Development Documents, and on the Owner’s authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Construction Documents for the Construction Manager’s review and the Owner’s approval. The Construction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels and performance criteria of materials and systems and other requirements for the construction of the Work. The Owner and Architect acknowledge that, in order to perform the Work, the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect shall review in accordance with Section 3.6.4. § 3.4.2 The Architect shall incorporate the design requirements of governmental authorities having jurisdiction over the Project into the Construction Documents. § 3.4.3 During the development of the Construction Documents, if requested by the Owner, the Architect shall assist the Owner and the Construction Manager in the development and preparation of (1) procurement information that describes the time, place, and conditions of bidding, including bidding or proposal forms; (2) the form of agreements between the Owner and Contractors; and (3) the Conditions of the Contracts for Construction (General, Supplementary and other Conditions); (4) a Project manual that includes the Conditions of the Contracts for Construction and Specifications, and may include bidding requirements and sample forms; and (5) the scopes of Work for each bid package § 3.4.4 Prior to the conclusion of the Construction Documents Phase, the Architect shall submit the Construction Documents to the Owner and the Construction Manager. The Architect shall meet with the Construction Manager to review the Construction Documents. During the meeting, Owner, Architect, and Construction Manager shall review and consider issues relating to project scope, project construction phasing, schedule, constructability, and cost estimates. Notwithstanding such requirement for the Architect, Owner, and Construction Manager to meet, review, and consider issues relating to Project scope, Project construction phasing, schedule, constructability, and cost estimates, the Parties expressly acknowledge and agree that Architect is not responsible for providing the work product of the Construction Manager such as construction phasing, schedule, constructability, and cost estimates. § 3.4.5 Upon receipt of the Construction Manager’s information and an estimate at the conclusion of the Construction Documents Phase, the Architect shall take action as required under Section 6.7, and request the Owner’s approval of the Construction Documents. § 3.5 Procurement Phase Services § 3.5.1 General The Architect shall assist the Owner and Construction Manager in establishing a list of prospective contractors. Following the Owner’s approval of the Construction Documents, the Architect shall assist the Owner and Construction Manager in (1) obtaining either competitive bids or negotiated proposals; (2) confirming responsiveness of bids or proposals pursuant to applicable public bidding laws; (3) determining the successful bid or proposal, if any; and (4) awarding and preparing Contracts for Construction. Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 12 § 3.5.2 Competitive Bidding § 3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contract Documents. § 3.5.2.2 The Architect shall assist the Owner and Construction Manager in bidding the Project by .1 facilitating the distribution of Bidding Documents to prospective bidders; .2 organizing and conducting a pre-bid conference for prospective bidders; .3 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents to the prospective bidders in the form of addenda; and .4 organizing and conducting the opening of bids, and subsequently documenting and distributing the bidding results, as directed by the Owner. § 3.5.2.3 If the Bidding Documents permit substitutions, upon the Owner’s written authorization, the Architect shall, as an Additional Service, consider requests for substitutions, and prepare and distribute addenda identifying approved substitutions to all prospective bidders. (Paragraphs deleted) § 3.6 Construction Phase Services § 3.6.1 General § 3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in AIA Document A232™–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition, as modified. If the Owner and Contractor modify AIA Document A232–2019, those modifications shall not affect the Architect’s services under this Agreement unless the Owner and the Architect amend this Agreement. § 3.6.1.2 The Architect shall advise and consult with the Owner and Construction Manager during the Construction Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractors’ failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect’s negligent acts or omissions, but, subject to the requirements of Sections 2.2 and 3.6.2.1, shall not have control over or charge of, and shall not be responsible for acts or omissions of the Construction Manager, or acts or omissions of the Contractors or of any other persons or entities performing portions of the Work. § 3.6.1.3 Subject to Section 4.2, and except as provided in Section 3.6.6.5, the Architect’s responsibility to provide Construction Phase Services commences with the award of the initial Contract for Construction and terminates on the date the Architect issues the final Certificate for Payment. § 3.6.1.4 If during the construction phase any changes or corrections in the Work are required due to an error or omission of the Architect, its consultants or any party in contract with same, Architect shall provide, to the extent that it may be reasonable or necessary, on-site observation of the Work to be corrected until such correction is completed to the Owner’s reasonable satisfaction and at no additional cost to the Owner. § 3.6.1.5 Except as allowed in Section 3.6.5.2, and subject to the standard of care in emergency situations, the Architect shall not cause changes to the Work without the written approval of the Owner. Should the Architect cause changes in the Work without the Owner’s approval, any costs incurred due to these changes or to reinstate the original requirements shall, at the discretion of the Owner, be paid by the Architect. § 3.6.1.6 The Architect shall, without additional cost to the Owner, within fourteen (14) calendar days, review and respond to properly prepared timely requests by the Construction Manager for additional information about the Contract Documents. A properly prepared request for additional information about the Contract Documents shall be in a form prepared or approved by the Architect and shall include a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification request. The Architect shall advise the Owner regarding such requests and the responses thereto and shall provide the Owner a copies of all such requests and responses. Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 13 § 3.6.1.7 Before the beginning of construction, the Architect shall participate in pre-construction conferences and thereafter participate in construction progress meetings. § 3.6.2 Evaluations of the Work § 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, but not less than every other week, or as otherwise required in Section 4.2.3, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine, in general, if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of the site visits, the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and promptly report to the Owner and the Construction Manager (1) known deviations from the Contract Documents, (2) known deviations from the most recent construction schedule submitted by the Construction Manager, and (3) defects and deficiencies observed in the Work. Architect’s responsibility to keep Owner reasonably informed shall include, but not be limited to, the provision of written field reports following Architect’s site observation visits. Architect’s responsibility to provide a written field report shall be limited to one per week for any week in which site observation visits were made. § 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents and shall notify the Construction Manager about the rejection. Whenever the Architect considers it necessary or advisable, the Architect, upon written authorization from the Owner and notification to the Construction Manager, shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not the Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractors, Subcontractors, suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 3.6.2.3 The Architect shall interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of the Construction Manager, Owner, or Contractors through the Construction Manager. The Architect’s response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of, and reasonably inferable from, the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and decisions, the Architect shall endeavor to secure faithful performance by the Owner and Contractors, shall not show partiality to either, and shall not be liable for results of interpretations or decisions rendered in good faith. The Architect’s decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. § 3.6.2.5 Unless the Owner and Contractors designate another person to serve as an Initial Decision Maker, as that term is defined in AIA Document A232–2019, the Architect, with the assistance of the Construction Manager, shall render initial decisions on Claims by the Contractors as provided in the Contract Documents. § 3.6.3 Certificates for Payment to Contractor § 3.6.3.1 Not more frequently than monthly, the Architect shall review and certify an application for payment. Within seven days after the Architect receives an application for payment forwarded from the Construction Manager, the Architect shall review and certify the application as follows: .1 Where there is only one Contractor responsible for performing the Work, the Architect shall review the Contractor’s Application and Certificate for Payment that the Construction Manager has previously reviewed and certified. The Architect shall certify the amount due the Contractor and shall issue a Certificate for Payment in such amount. .2 Where there is more than one Contractor responsible for performing different portions of the Project, the Architect shall review the Project Application and Project Certificate for Payment, with the Summary of Contractors’ Applications for Payment, that the Construction Manager has previously prepared, reviewed, and certified. The Architect shall certify the total amount due all Contractors collectively and shall issue a Project Certificate for Payment in the total of such amounts. Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 14 § 3.6.3.2 The Architect’s certification for payment shall constitute a representation to the Owner, based on (1) the Architect’s evaluation of the Work as provided in Section 3.6.2, (2) the data comprising the Contractor’s Application for Payment or the data comprising the Project Application for Payment, and (3) the recommendation of the Construction Manager, that, to the best of the Architect’s knowledge, information and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and that the Contractors are entitled to payment in the amount certified. The foregoing representations are subject to (1) an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) results of subsequent tests and inspections, (3) correction of minor deviations from the Contract Documents prior to completion, and (4) specific qualifications expressed by the Architect. § 3.6.3.3 The issuance of a Certificate for Payment or a Project Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate each Contractor’s right to payment, or (4) ascertained how or for what purpose that Contractor has used money previously paid on account of the Contract Sum. § 3.6.3.4 The Architect shall maintain a record of the Applications and Certificates for Payment. § 3.6.4 Submittals § 3.6.4.1 The Architect shall review the Construction Manager’s Project submittal schedule and shall not unreasonably delay or withhold approval of the schedule. The Architect’s action in reviewing submittals transmitted by the Construction Manager shall be taken in accordance with the approved submittal schedule or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time, in the Architect’s professional judgment, to permit adequate review. § 3.6.4.2 The Architect shall review and approve, or take other appropriate action upon, the Contractors’ submittals such as Shop Drawings, Product Data and Samples, that the Construction Manager has reviewed, recommended for approval, and transmitted to the Architect. The Architect’s review of the submittals shall only be for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions, quantities, and installation or performance of equipment or systems, which are the Contractors’ responsibilities. The Architect’s review shall not constitute approval of safety precautions or construction means, methods, techniques, sequences or procedures. The Architect’s approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 3.6.4.3 If the Contract Documents specifically require the Contractors to provide professional design services or certifications by a design professional related to systems, materials or equipment, the Architect shall specify the appropriate performance and design criteria that such services must satisfy. The Architect shall review and take appropriate action on Shop Drawings and other submittals related to the Work designed or certified by the Contractors’ design professionals, provided the submittals bear such professionals’ seal and signature when submitted to the Architect. The Architect’s review shall be for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect shall be entitled to rely upon, and shall not be responsible for, the adequacy and accuracy of the services, certifications, and approvals performed or provided by such design professionals. § 3.6.4.4 After receipt of the Construction Manager’s recommendations, and subject to the provisions of Section 4.2, the Architect shall review and respond to requests for information about the Contract Documents. The Architect, in consultation with the Construction Manager, shall set forth in the Contract Documents the requirements for requests for information. Requests for information shall include, at a minimum, a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. The Architect’s response to such requests shall be made in writing within any time limits agreed upon, or otherwise with reasonable promptness. If appropriate, the Architect shall prepare and issue supplemental Drawings and Specifications in response to the requests for information. § 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals transmitted by the Construction Manager in accordance with the requirements of the Contract Documents. Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 15 § 3.6.5 Changes in the Work § 3.6.5.1 The Architect shall review and sign, or take other appropriate action, on Change Orders and Construction Change Directives prepared by the Construction Manager for the Owner’s approval and execution in accordance with the Contract Documents. § 3.6.5.2 The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Such changes shall be effected by written order issued by the Architect through the Construction Manager. § 3.6.5.3 The Architect shall maintain records relative to changes in the Work. § 3.6.6 Project Completion § 3.6.6.1 The Architect, assisted by the Construction Manager, shall: .1 conduct inspections to determine the date of Substantial Completion and the date of final completion; .2 issue a Certificate of Substantial Completion prepared by the Construction Manager; .3 review written warranties and related documents required by the Contract Documents and received from the Contractors, through the Construction Manager; and .4 after receipt of a final Contractor’s Application and Certificate for Payment or a final Project Application and Project Certificate for Payment from the Construction Manager, issue a final Certificate for Payment based upon a final inspection indicating that, to the best of the Architect’s knowledge, information, and belief, the Work complies with the requirements of the Contract Documents. § 3.6.6.2 The Architect’s inspections shall be conducted with the Owner and Construction Manager to (1) check conformance of the Work with the requirements of the Contract Documents and (2) verify the accuracy and completeness of the lists submitted by the Construction Manager and Contractors of Work to be completed or corrected. § 3.6.6.3 When Substantial Completion has been achieved, the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid each of the Contractors, including the amount to be retained from the Contract Sum, pursuant to the requirements of Minnesota Statutes, Section 15.72, subdivision 2 for final completion or correction of the Work. § 3.6.6.4 The Architect shall forward to the Owner the following information received from the Contractors, through the Construction Manager: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (2) affidavits, receipts, releases and waivers of liens, or bonds indemnifying the Owner against liens; and (3) any other documentation required of the Contractors under the Contract Documents. § 3.6.6.5 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shall, without additional compensation, conduct a meeting with the Owner and Construction Manager to review the facility operations and performance. § 3.6.6.6 To the extent not addressed in the foregoing, the following shall be included as Basic Services by the Architect. To the extent these address the same item described in the foregoing provisions, the duties will be read in combination. If they cannot be read consistently, the more specific provision will prevail. If an ambiguity or inconsistency remains, the following provisions shall prevail. [insert list of Basic Services] .1 Develop and finalize design of the concept depicted in the referenced studies and prepare construction drawings and specifications. .2 Sub-contract with and coordinate other applicable professional services providers to provide comprehensive design and construction documents for all necessary disciplines. .3 Interact with Owner, Owner’s representatives and Construction Manager during the course Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 16 of the design process and obtain feedback on design from same. .4 Interact with Construction Manager for constructability input and value engineering advice. .5 Prepare and periodically update a milestone schedule for the design and construction document work – for all disciplines. .6 Assist Construction Manager with assembly of bid packages. .7 Provide necessary documents to Owner for public meetings to illustrate the building site plans and other aspects of the Project. .8 Provide necessary documents in the quantities required (both electronic and paper format) for design reviews, Construction Manager reviews, bid packages, permitting, construction, and final record set. .9 Review applicable shop drawings and submittals during the construction phase. .10 Visit job site during construction phase for inspections. .11 Provide written status reports to Owner’s Representative. ARTICLE 4 SUPPLEMENTAL AND ADDITIONAL SERVICES § 4.1 Supplemental Services § 4.1.1 The services listed below are not included in Basic Services but may be required for the Project. The Architect shall provide the listed Supplemental Services only if specifically designated in the table below as the Architect’s responsibility, and the Owner shall compensate the Architect as provided in Section 11.2. Unless otherwise specifically addressed in this Agreement, if neither the Owner nor the Architect is designated, the parties agree that the listed Supplemental Service is not being provided for the Project. Supplemental Services Responsibility (Architect, Owner or Not Provided) § (Row deleted) § 4.1.1.2 Programming Architect § 4.1.1.3 Multiple preliminary designs Architect § 4.1.1.4 Measured drawings Not Provided § 4.1.1.5 Existing facilities surveys Not Provided § 4.1.1.6 Site evaluation and planning Architect § 4.1.1.7 Building Information Model management responsibilities Not Provided § 4.1.1.8 Development of Building Information Models for post construction use Not Provided § 4.1.1.9 Civil engineering Architect § 4.1.1.10 Landscape design Architect § 4.1.1.11 Architectural interior design Architect § 4.1.1.12 Value analysis Construction Manager § 4.1.1.13 Cost estimating Architect and Construction Mgr § 4.1.1.14 On-site project representation Not Provided § 4.1.1.15 Conformed documents for construction Architect Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 17 § 4.1.1.17 As-constructed record drawings Not Provided § 4.1.1.18 Post-occupancy evaluation Architect (11-month post construction review § 4.1.1.19 Facility support services Not Provided § 4.1.1.20 Tenant-related services Not Provided § 4.1.1.21 Architect’s coordination of the Owner’s consultants Architect and Construction Mgr § 4.1.1.22 Telecommunications/data design Architect § 4.1.1.23 Security evaluation and planning Architect § 4.1.1.24 Commissioning Owner § 4.1.1.25 Sustainable Project Services pursuant to Section 4.1.3 Not Provided § 4.1.1.26 Historic preservation Not Provided § 4.1.1.27 Furniture, furnishings, and equipment design Architect § 4.1.1.28 Other services provided by specialty Consultants § 4.1.1.29 Other Supplemental Services § 4.1.2 Description of Supplemental Services § 4.1.2.1 A description of each Supplemental Service identified in Section 4.1.1 as the Architect’s responsibility is provided below. The supplemental services identified in the section above are part of the services included in the base service contract. 4.1.2.2 Cost Estimating Services As part of the base services for the project the architect has retained an independent cost estimating firm. The architect team will have cost estimates prepared towards the end of the schematic, design development and construction document phases. At the completion of each of these phases a meeting will be held with the architect, owner, construction manager and independent cost estimator. The review approach will be to review the CM’s estimate against the independent estimators cost estimate, reviewing data, cost information and options to develop a rectified and agreed to estimate at the completion of each of the 3 phases noted above. (Paragraphs deleted) § 4.2 Architect’s Additional Services The Architect may provide Additional Services after execution of this Agreement, without invalidating the Agreement. Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this Section 4.2 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect’s schedule. § 4.2.1 Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner, in writing, with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to provide the following Additional Services until the Architect receives the Owner’s written authorization: .1 Services necessitated by a change in the Initial Information, previous instructions or recommendations given by the Construction Manager or the Owner, approvals given by the Owner, or a material change in the Project including size, quality, complexity, building systems, the Owner’s schedule or budget for Cost of the Work, constructability considerations, procurement or delivery method, or bid packages in addition to those listed in Section 1.1.6; .2 Making revisions in Drawings, Specifications, or other documents (as required pursuant to Section 6.7), when such revisions are required because the Construction Manager’s estimate of the Cost of the Work exceeds the Owner’s budget, except where such excess is due to changes initiated by the Architect in scope, capacities of basic systems, or the kinds and quality of materials, finishes or equipment; .3 Services necessitated by enactment or revision of codes, laws, or regulations, including changing or editing previously prepared Instruments of Service; Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 18 .4 Changing or editing previously prepared Instruments of Service necessitated by official interpretations of applicable codes, laws or regulations that are either (a) contrary to specific interpretations by the applicable authorities having jurisdiction made prior to the issuance of the building permit, or (b) contrary to requirements of the Instruments of Service when those Instruments of Service were prepared in accordance with the applicable standard of care; .5 Services necessitated by decisions of the Owner or Construction Manager not rendered in a timely manner or any other failure of performance on the part of the Owner, Construction Manager or the Owner’s other consultants or contractors; .6 Preparing digital models or other design documentation for transmission to the Owner’s consultants and contractors, or to other Owner-authorized recipients; .7 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner or Construction Manager; .8 Preparation for, and attendance at, a public presentation, meeting or hearing; .9 Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto or Architect or its consultant’s negligent or intentional acts or omissions caused or otherwise necessitated such dispute resolution proceeding or legal proceeding; .10 Evaluation of the qualifications of entities providing bids or proposals; .11 Consultation concerning replacement of Work resulting from fire or other cause during construction; or .12 Assistance to the Initial Decision Maker, if other than the Architect. If the Architect believes it is entitled to additional compensation for services the Architect believes are needed under this Section 4.2.1 or for other services requested by the Owner, the Architect shall notify the Owner in writing with reasonable promptness and (i) explain the basis of the Architect’s belief that such services are outside the scope of the Basic Services and Additional Services, and (ii) provide an estimate of the probable cost of such services and probable impact, if any, on the Project schedules. The Architect shall not provide any services for which the Architect believes it is entitled to additional compensation until the Architect receives the Owner’s written authorization, which authorization shall either (1) acknowledge that the Architect is entitled to additional compensation under Section 11.3; or (2) deny that the Architect is entitled to additional compensation and direct the Architect to proceed with the services, in which case the Architect may pursue a claim for additional compensation under Article 8. The Owner’s determination that the Architect is not entitled to additional compensation for such services shall not relieve the Architect of its responsibilities under this Agreement. § 4.2.2 To avoid delay in the Construction Phase, the Architect shall provide the following Additional Services, notify the Owner, in writing, with reasonable promptness, and explain the facts and circumstances giving rise to the need. If, upon receipt of the Architect’s notice, the Owner determines that all or parts of the services are not required or are otherwise already included as part of Architect’s services required by this Agreement, the Owner shall give prompt written notice to the Architect of the Owner’s determination. (Paragraphs deleted) If the Architect believes it is entitled to additional compensation for services the Architect believes are needed under this Section 4.2.2 or for other services requested by the Owner, the Architect shall notify the Owner in writing with reasonable promptness and (i) explain the basis for the Architect’s belief that such services are outside the scope of Basic Services and Additional Services, and (ii) provide an estimate of the probable cost of such services and probable impact, if any, on the Project schedules. The Architect shall not provide any services for which the Architect believes it is entitled to additional compensation until the Architect receives the Owner’s written authorization, which authorization shall either (1) acknowledge that the Architect is entitled to additional compensation under Section 11.3; or (2) deny the Architect is entitled to additional compensation and direct the Architect to proceed with the services, in which case the Architect may pursue a claim for additional compensation under Article 8. The Owner’s determination that the Architect is not entitled to additional compensation for such services shall not relieve the Architect of its responsibilities under this Agreement. (Paragraphs deleted) § 4.2.3. The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional Services. When the limits are reached, the Architect shall notify the Owner: .1 Two (2) review of each Shop Drawing, Product Data item, sample and similar submittals of the Contractors .2 Visits to the site by the Architect every other week during construction as well as attending the Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 19 other 2 meetings per month virtually. .3 Two (2) inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Document .4 Two (2) inspections for any portion of the Work to determine final completion .5 The engineers will visit the site at the critical points during construction. Engineers will be involved in pre-construction meetings to review project intent and requirements. In addition, it is anticipated that the civil engineer, landscape architect, structural, mechanical and electrical engineers will visit the site 3 additional times. They will be scheduled at times during construction to support the progress of the construction manager. The engineers will be available during construction in helping to resolve issues as they come up. If an issue requires that an engineer visit the site, they will provide that support. § 4.2.4 Except for services required under Section 3.6.6.5 and those services that do not exceed the limits set forth in Section 4.2.3, Construction Phase Services provided more than 60 days after (1) the date of Substantial Completion of the Work, or (2) the anticipated date of Substantial Completion identified in the Initial Information, whichever is earlier, shall be compensated as Additional Services to the extent the Architect incurs additional cost in providing those Construction Phase Services. § 4.2.5 If the services covered by this Agreement have not been completed within the Project schedule established through coordination with the Construction Manager, through no fault of the Architect, extension of the Architect’s services beyond that time ("Extended Services") shall be compensated by Owner at appropriate mutually agreeable rates. Architect and Owner agree that no Extended Services will be performed or compensated until: (i) Architect, and Construction Manager meet to determine the scope and cost of extended services; and (ii) Architect and Owner reduce their agreement for scope, duration, and budget for Extended Services to a mutually agreeable writing, signed by representatives with express authorization to do so. ARTICLE 5 OWNER’S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner’s objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. § 5.2 The Owner shall retain a Construction Manager to provide services, duties and responsibilities as described in AIA Document C132–2019, Standard Form of Agreement Between Owner and Construction Manager as Adviser, as modified. The Owner shall provide the Architect with a copy of the scope of services in the agreement executed between the Owner and the Construction Manager, and any subsequent modifications to the Construction Manager’s scope of services in the agreement. § 5.3 The Owner shall establish the Owner’s budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1; (2) the Owner’s other costs; and (3) reasonable contingencies related to all of these costs. The Owner shall update the Owner’s budget for the Project as necessary throughout the duration of the Project until final completion. If the Owner significantly increases or decreases the Owner’s budget for the Cost of the Work, the Owner shall notify the Architect and the Construction Manager. The Owner and the Architect, in consultation with the Construction Manager, shall thereafter agree to a corresponding change in the Project’s scope and quality. § 5.3.1 The Owner acknowledges that accelerated, phased or fast-track scheduling provides a benefit, but also carries with it associated risks. Such risks include the Owner incurring costs for the Architect to coordinate and redesign portions of the Project affected by procuring or installing elements of the Project prior to the completion of all relevant Construction Documents, and costs for the Contractors to remove and replace previously installed Work. If the Owner selects accelerated, phased or fast-track scheduling, the Owner agrees to include in the budget for the Project sufficient contingencies to cover such costs. § 5.4 The Owner shall identify a representative authorized to act on the Owner’s behalf with respect to the Project. The Owner shall render decisions and approve the Architect’s submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect’s services. Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 20 § 5.5 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions, and other necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 5.6 The Owner shall furnish services of geotechnical engineers, which may include test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 5.7 The Owner shall provide the Supplemental Services designated as the Owner’s responsibility in Section 4.1.1. § 5.8 If the Owner identified a Sustainable Objective in Article 1, the Owner shall fulfill its responsibilities as required in AIA Document E235™–2019, Sustainable Projects Exhibit, Construction Manager as Adviser Edition, attached to this Agreement. § 5.9 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect’s request, the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner’s consultants. The Owner shall furnish the services of consultants other than those designated as the responsibility of the Architect in this Agreement, or authorize the Architect to furnish them as an Additional Service, when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants and contractors maintain insurance, including professional liability insurance, as appropriate to the services or work provided. § 5.10 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 5.11 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner’s needs and interests. § 5.12 The Owner shall provide prompt written notice to the Architect and Construction Manager if the Owner becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect’s Instruments of Service. In no event shall the Owner be responsible for coordination of Architect’s services, the Contract Documents, the Work, inspecting any portion of the Work or measuring progress of the Work. The foregoing notice or lack of notice by Owner shall not release the Architect from its responsibilities under this Agreement. § 5.13 The Owner shall communicate with the Contractors and the Construction Manager’s consultants through the Construction Manager about matters arising out of or relating to the Contract Documents. The Owner and Construction Manager shall include the Architect in all communications that relate to or affect the Architect’s services or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Construction Manager otherwise relating to the Project. Communications by and with the Architect’s consultants shall be through the Architect. § 5.14 Before executing the Contracts for Construction, the Owner shall coordinate the Architect’s duties and responsibilities set forth in the Contracts for Construction with the Architect’s services set forth in this Agreement. The Owner shall provide the Architect a copy of the executed agreements between the Owner and Contractors, including the General Conditions of the Contracts for Construction. § 5.15 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Construction Manager and Contractors to provide the Architect access to the Work wherever it is in preparation or progress. Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 21 § 5.16 Within 15 days after receipt of a written request from the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate, give notice of, or enforce lien rights. § 5.17 The Owner may furnish other information prepared by third parties for the Project to the extent the Owner deems necessary for or relevant to the performance of the Architect’s services. The Owner makes no representations as to the relevancy, accuracy or completeness of this information. The Architect shall be entitled to rely on such information in the Architect’s professional judgment and subject to the standard of care required by this Agreement. However, to the extent the Architect intends to consider or rely on such information, or to otherwise incorporate such information in its work, Architect shall advise the Owner in writing of any noted errors or omissions in such information and of the Architect’s proposed actions to address or remedy the noted errors or omissions. ARTICLE 6 COST OF THE WORK § 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include the Contractors’ general conditions costs, overhead and profit. The Cost of the Work includes the compensation of the Construction Manager and Construction Manager’s consultants during the Construction Phase only, including compensation for reimbursable expenses at the job site, if any. The Cost of the Work also includes the reasonable value of labor, materials, and equipment, donated to, or otherwise furnished by, the Owner. The Cost of the Work does not include the compensation of the Architect; the costs of the land, rights-of-way, financing, or contingencies for changes in the Work; or other costs that are the responsibility of the Owner. § 6.2 The Owner’s budget for the Cost of the Work is provided in Initial Information, and shall be adjusted throughout the Project as required under Sections 5.3 and 6.4. Evaluations of the Owner’s budget for the Cost of the Work represent the Architect’s judgment as a design professional. § 6.3 The Owner shall require the Construction Manager to include appropriate contingencies for design, bidding or negotiating, price escalation, and market conditions in estimates of the Cost of the Work. The Architect shall be entitled to rely on the accuracy and completeness of estimates of the Cost of the Work the Construction Manager prepares as the Architect progresses with its Basic Services. The Architect shall prepare, as an Additional Service, revisions to the Drawings, Specifications or other documents required due to the Construction Manager’s inaccuracies or incompleteness in preparing cost estimates, or due to market conditions the Architect could not reasonably anticipate. The Architect may review the Construction Manager’s estimates solely for the Architect’s guidance in completion of its services, however, the Architect shall report to the Owner any material inaccuracies and inconsistencies noted during any such review. § 6.3.1 If the Architect is providing cost estimating services as a Supplemental Service, and a discrepancy exists between the Construction Manager’s cost estimates and the Architect’s cost estimates, the Architect and the Construction Manager shall work together to reconcile the cost estimates. § 6.4 If, prior to the conclusion of the Design Development Phase, the Construction Manager’s estimate of the Cost of the Work exceeds the Owner’s budget for the Cost of the Work, the Architect, in consultation with the Construction Manager, shall make appropriate recommendations to the Owner to adjust the Project’s size, quality or budget for the Cost of the Work, and the Owner shall cooperate with the Architect in making such adjustments. § 6.5 If the Construction Manager’s estimate of the Cost of the Work at the conclusion of the Design Development Phase exceeds the Owner’s budget for the Cost of the Work, the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; .2 terminate in accordance with Section 9.5; .3 in consultation with the Architect and Construction Manager, revise the Project program, scope, or quality as required to reduce the Cost of the Work; or .4 implement any other mutually acceptable alternative. § 6.6 If the Owner chooses to proceed under Section 6.5.3, the Architect, without additional compensation, shall incorporate the revisions in the Construction Documents Phase as necessary to comply with the Owner’s budget for the Cost of the Work at the conclusion of the Design Development Phase Services, or the budget as adjusted under Section 6.5.1. The Architect’s revisions in the Construction Documents Phase shall be the limit of the Architect’s responsibility under this Article 6. Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 22 § 6.7 After incorporation of modifications under Section 6.6, the Architect shall, as an Additional Service, make any required revisions to the Drawings, Specifications or other documents necessitated by subsequent cost estimates that exceed the Owner’s budget for the Cost of the Work, except when the excess is due to changes initiated by the Architect in scope, basic systems, or the kinds and quality of materials, finishes or equipment. ARTICLE 7 COPYRIGHTS AND LICENSES § 7.1 The Architect and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. § 7.2 The Architect and the Architect’s consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect’s consultants. § 7.3 The Architect grants to the Owner a nonexclusive license to use the Architect’s Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantially performs its obligations under this Agreement, including prompt payment of all sums due pursuant to Article 9 and Article 11. The Architect shall obtain similar nonexclusive licenses from the Architect’s consultants consistent with this Agreement. The license granted under this section permits the Owner to authorize the Contractors, Construction Manager, Subcontractors, Sub-subcontractors, and suppliers, as well as the Owner’s consultants and Separate Contractors, to reproduce applicable portions of the Instruments of Service, subject to any protocols established pursuant to Section 1.3, solely and exclusively for use in performing services or construction for the Project site. § 7.3.1 In the event of Termination, and upon payment to the Architect of all sums due that are not the subject of a good faith dispute, the Owner and its designated agents and consultants, shall have a non-exclusive license to use the Architect’s, and its consultant’s, Instruments of Service, documents, data, and records relating to the Project, in the condition they were in on the date of Termination, for the limited purpose of completing, operating, and maintaining the Project. The Architect’s contracts with its consultants shall incorporate provisions whereby its consultants agree to be bound by the terms of this section. Upon request, the Architect and its consultants shall promptly furnish the Owner with legible copies of their Instruments of Service, documents, data, and records relating to the Project, and the Owner shall reimburse the Architect and its consultants for their reasonable copying and clerical expenses therefor. In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Architect and Architect’s consultant(s) from all claims and causes of action arising from such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless the Architect and its consultants from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner’s use of the Instruments of Service under this Section 7.3.1. The terms of this Section 7.3.1 shall not apply if the Owner rightfully terminates this Agreement for cause under Section 9.4. § 7.4 Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the Instruments of Service shall be at the Owner’s sole risk and without liability to the Architect and the Architect’s consultants. § 7.5 Except as otherwise stated in Section 7.3, the provisions of this Article 7 shall survive the termination of this Agreement. § 7.6 If the Architect’s design, device, material, or process is covered by letters, patent or copyright, trademark or trade name, the Architect shall provide proof to Owner that such use is authorized by suitable legal agreement with the patent or trademark holder or owner. If no such agreement is made, the Architect shall indemnify and hold harmless the Owner from any and all claims for infringement by reason of the use of any such patented designed, device, material or process, or any trademark or trade name or copyright in connection with the services agreed to be Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 23 performed under the Contract, and shall indemnify and defend the Owner for any costs, liability, expenses and attorney’s fees that result from any such infringement. ARTICLE 8 CLAIMS AND DISPUTES AND INDEMNIFICATION § 8.1 General § 8.1.1 The Owner and Architect shall commence all claims and causes of action against the other and arising out of or related to this Agreement, whether in contract, tort, or otherwise, in accordance with the requirements of the binding dispute resolution method selected in this Agreement and within the period specified by applicable law. § 8.1.2 To the extent damages are covered by property insurance, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A232–2019, General Conditions of the Contract for Construction, as modified. The Owner or the Architect, as appropriate, shall require of the Construction Manager, contractors, consultants, agents and employees of any of them, similar waivers in favor of the other parties enumerated herein. § 8.1.3 To the fullest extent permitted by law, the Architect shall indemnify, save, and hold harmless the Owner and its officers and employees (collectively "Indemnified Parties") from and against third-party claims, damages, liabilities, losses and expenses, including reasonable attorneys’ fees a incurred by the Indemnified Parties in their defense arising out of or resulting from performance of the Architect’s services to the extent caused by the negligent acts, errors or omissions of the Architect, Architect’s consultants or anyone for who the Architect is legally liable in the performance of the Architect’s services under this Agreement. The Architect’s obligation to indemnify and hold the Owner and the Owner’s officers and employees harmless does not include a duty to defend. The Architect shall reimburse any Indemnified Party for its reasonable defense costs for any claim, allegation, demand or lawsuit against an Indemnified Party determined to be caused by a negligent act, error or omission in the performance of professional services of the Architect. This Section 8.1.3 shall not be construed to limit or abridge any legal or equitable rights, claims or causes of action that an Indemnified Party may otherwise possess or assert against the Architect. The terms and provisions of this Section 8.1.3 shall survive the expiration, suspension or termination of this Agreement. (Paragraph deleted) § 8.2 Litigation § 8.2.1 Any claim, dispute, or other matter in question arising out of or related to this Agreement shall be resolved through litigation in the state or federal courts located in Dakota County, Minnesota. Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to litigation. (Paragraphs deleted) § 8.4 The provisions of this Article 8 shall survive the termination of this Agreement. ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 Except for amounts that are the subject of a good faith dispute under the Prompt Payment of Local Government Bills, Minnesota Statutes, Section 471.425 ("the Act"), if the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination after seven (7) days written notice by Architect or, at the Architect’s option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give seven days’ written notice to the Owner before suspending services. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Owner shall pay the Architect all sums, which are not the subject of a good faith dispute under the Act, prior to suspension and any expenses incurred in the interruption and resumption of the Architect’s services. The Architect’s fees for the remaining services and the time schedules shall be equitably adjusted. § 9.2 If the Owner suspends the Project, the Architect shall be compensated for services timely and properly performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect’s services. The Architect’s fees for the remaining services and the time schedules shall be equitably adjusted. Architect hereby agrees that it shall not be entitled to any additional fees, compensation, costs or any legal or equitable adjustment of its compensation under this Agreement for any one period of suspension or interruption of the Project for up to any including ninety (90) days. Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 24 § 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect, the Architect may terminate this Agreement by giving not less than seven days’ written notice. § 9.4 Either party may terminate this Agreement upon not less than seven (7) days’ written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. Such notice to terminate must be preceded by a written notice from the non-defaulting party to the defaulting party describing the default and providing the defaulting party a seven (7)-day period to cure the default. If the defaulting party is diligently proceeding to cure the default, the parties will mutually agree in writing to a reasonably longer cure period. § 9.5 The Owner may terminate this Agreement upon not less than seven (7) days’ written notice to the Architect for the Owner’s convenience and without cause. § 9.6 If the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or if the Architect terminates this Agreement pursuant to Section 9.3, the Owner shall compensate the Architect for services timely and properly performed prior to termination, Reimbursable Expenses incurred, and costs attributable to termination, including the costs attributable to the Architect’s termination of consultant agreements. § 9.7 In addition to any amounts paid under Section 9.6, if the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Architect terminates this Agreement pursuant to Section 9.3, the Owner shall pay to the Architect the following fees: (Paragraphs deleted) For the work completed as of the date of the formal notification based on the Architect’s and consultants’ up-to-date accounting of time. § 9.8 Except as otherwise expressly provided herein, this Agreement shall terminate one year from the date of Substantial Completion. § 9.9 In the event of Termination, and upon payment to the Architect of all sums that are not the subject of a good faith dispute, the Owner and its designated agents and consultants, shall have a non-exclusive license to use the Architect’s, and its consultant’s, Instruments of Service, documents, data, and records relating to the Project, in the condition they were in on the date of Termination, for the limited purpose of completing, maintaining, and operating the Project. The Architect’s contracts with its consultants shall incorporate provisions whereby its consultants agree to be bound by the terms of this section. Upon request, the Architect and its consultants shall promptly furnish the Owner with legible copies of their Instruments of Service, documents, data, and records relating to the Project, and the Owner shall reimburse the Architect and its consultants for their reasonable copying and clerical expenses therefor. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located, excluding that jurisdiction’s choice of law rules. § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A232–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition, as modified, except for purposes of this Agreement, the term "Work" shall include the work of all Contractors under the administration of the Architect and Construction Manager. § 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns, and legal representatives to this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner’s rights and obligations under this Agreement and including any payments due to the Architect by the Owner prior to the assignment. § 10.4 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Architect Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 25 for review at least 14 days prior to execution. The Architect shall not be required to execute certificates or consents that would require knowledge, services, or responsibilities beyond the scope of this Agreement. § 10.5 Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a third party against either the Owner or Architect. § 10.6 Unless otherwise required in this Agreement, the Architect shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. § 10.7 With the Owner’s consent, the Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect’s promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect’s materials shall not include the Owner’s confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner’s promotional materials for the Project. This Section 10.7 shall survive the termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 9.4. § 10.8 Reserved. (Paragraph deleted) § 10.9 Severability The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining provisions. If it is determined that any provision of the Agreement violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Agreement shall be construed, to the fullest extent permitted by law, to give effect to the parties’ intentions and purposes in executing the Agreement. § 10.10 Data Practices The Parties acknowledge that this Agreement is subject to the applicable requirement of the Minnesota Government Data Practices Act (Act), Minnesota Statutes, Section 13.01, et seq. The Architect agrees to cooperate with the Owner with respect to Owner’s obligations to comply with the requirements of the Act. § 10.11 Subject to the standard of care, the Architect agrees that time is of the essence under this Agreement and further acknowledges the crucial aspect of timely completion of its services for the Project. § 10.12 The Architect acknowledges that it is an independent contractor and that it is not the representative or agent of the Owner. Under no circumstances shall Architect contract, negotiate or make commitments concerning the Project with any governmental entity or other authority with jurisdiction over the Project, without the Owner’s prior written authorization. The Architect is not authorized to act on the Owner’s behalf, and shall not act on the Owner’s behalf, in such a manner as to result in change(s) to (i) the cost or compensation to be paid to the Construction Manager or other parties; or (ii) the time for completing any portion of the Architect’s services or the Work; or (iii) the scope of the Architect’s services or the Work, unless such representation is specifically provided for, set forth and authorized in this Agreement. The Owner will not assume, accept or ratify any obligation, commitment, responsibility or liability which may result from representations by the Architect not specifically provided for and authorized as stated in this Agreement. § 10.13 Compliance with Laws. The Architect shall comply with any Federal, State and local laws, statutes, ordinances, rules and regulations now in effect to the extent applicable to the Architect’s performance of its services under this Agreement. § 10.14 The Architect shall bind each of its consultants, if any, to the terms of this Agreement. The Architect shall include a provision in each contract issued to a Project consultant that (i) assumes toward the Architect and Owner all of the obligations and responsibilities that Architect assumes towards the Owner under this Agreement; (ii) acknowledges and agrees that the services performed by the consultant are for the benefit of the Owner and the Owner shall have the right to enforce the obligations, responsibilities and duties of the consultant directly against the Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 26 consultant; (iii) names the Owner as an intended third party beneficiary of the duties, requirements and obligations of the consultant; and (iv) acknowledges that the consultant shall have no direct claim, right or cause of action against the Owner by virtue of its third party-party beneficiary status. § 10.15 Modifications/Amendment. Any alterations, variations, modifications, amendments or waivers of the provisions of this Agreement shall only be valid when they have been reduced to writing and signed by authorized representatives of the Owner and the Architect. § 10.16 Records—Availability and Retention. Pursuant to Minnesota Statutes, Section 16C.05, Subdivision 5. The Architect agrees that the Owner, the State Auditor, or any of their duly authorized representatives at any time during normal business hours and as often as they may reasonably deem necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc., which are pertinent to the accounting practices and procedures of The Architect and involve transactions relating to this Agreement. § 10.17 Non-Discrimination. The provisions of any applicable law or ordinance relating to civil rights and discrimination shall be considered part of this Agreement as if fully set forth herein. § 10.18 No Waiver. Any Party’s failure in any one or more instances to insist upon strict performance of any of the terms and conditions of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment of that right or of that Party’s right to assert or rely upon the terms and conditions of this Agreement. Any express waiver of a term of this Agreement shall not be binding and effective unless made in writing and properly executed by the waiving Party. § 10.19 Survivability. All covenants, indemnities, guarantees, releases, representations and warranties by either Party, and any undischarged obligations of the Owner and the Architect arising prior to the expiration of this Agreement (whether by completion or earlier termination), shall survive such expiration. § 10.20 Notices. Every notice required or permitted under this Agreement shall be effective only if given in writing and delivered by hand, or by registered or certified mail, postage-prepaid, return receipt requested, or by overnight mail as follows: If to Owner: The City of Rosemount, Attention Logan Martin, City Administrator With a copy to: If to Architect: BKV Group, Bruce Schwartzman, AIA – Vice President ARTICLE 11 COMPENSATION § 11.1 For the Architect’s Basic Services described under Article 3, the Owner shall compensate the Architect as follows: (Paragraphs deleted) .2 Percentage Basis (5.65) % of the Owner’s budget for the Cost of the Work, as calculated in accordance with Section 11.6. This is based on the estimated construction value identified in the request for proposals of $30,000,000, or a current total fee of $1,695,000. The final fee will be this percentage applied to the final construction budget as approved by the City Council at the completion of the schematic design phase. In addition to the base fee the following fees for services were identified in the proposal: a. Furniture, Fixtures & Equipment (FFE), based on an estimated budget at $950,000.00, at a 7.00% fee for a total of $66,500 b. Fixtures and Equipment based on an estimate of $2,000,000 at a fee of 1.5% for a total of $30,000 c. Technology and Security based on an estimated budget of $1,500,000 at a fee of 5.4%, for a total fee of $81,000 Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 27 § 11.2 For the Architect’s Supplemental Services designated in Section 4.1.1 and for any Sustainability Services required pursuant to Section 4.1.3, the Owner shall compensate the Architect as follows: (Paragraph deleted) If the City pursues Minnesota State funding for the project, additional services may be required to comply with the requirements for state submission. § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.2, the Owner shall compensate the Architect as follows: (Insert amount of, or basis for, compensation.) For any additional services BKV will prepare a proposal for the additional work. This will be reviewed with the client and based on approval the work will be proceeded with. Unless agreed otherwise, hourly rates may apply as noted in Exhibit A § 11.4 Compensation for Supplemental and Additional Services of the Architect’s consultants when not included in Sections 11.2 or 11.3, shall be as follows: (Insert amount of, or basis for computing, Architect’s consultants’ compensation for Supplemental or Additional Services.) § 11.5 When compensation for Basic Services is based on a stipulated sum or a percentage basis, the proportion of compensation for each phase of services shall be as follows: Program and Concept Design $74,900.00 dollars ( 4 %) Schematic Design Phase $262,150.00 dollars ( 14 %) Design Development Phase $430,675.00 dollars ( 23 %) Construction Documents Phase $617,925.00 dollars ( 33 %) Procurement Phase $74,900.00 dollars ( 4 %) Construction Phase $374,500.00 dollars ( 20 %) Project Close Out $37,450.00 dollars ( 2 %) Total Basic Compensation ( 100.00 %) The Owner acknowledges that with an accelerated Project delivery or multiple bid package process, the Architect may be providing its services in multiple Phases simultaneously. Therefore, the Architect shall be permitted to invoice monthly in proportion to services performed in each Phase of Services, as appropriate. § 11.6 When compensation identified in Section 11.1 is on a percentage basis, progress payments for each phase of Basic Services shall be calculated by multiplying the percentages identified in this Article by the Owner’s most recent budget for the Cost of the Work. Compensation paid in previous progress payments shall not be adjusted based on subsequent updates to the Owner’s budget for the Cost of the Work. § 11.6.1 When compensation is on a percentage basis and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. § 11.7 The hourly billing rates for services of the Architect and the Architect’s consultants are set forth below. The rates shall remain in effect without change for duration of the Project. (If applicable, attach an exhibit of hourly billing rates or insert them below.) See Exhibit A (Table deleted) Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1432702516) 28 § 11.8 Compensation for Reimbursable Expenses § 11.8.1 Reimbursable Expenses are in addition to compensation for Basic, Supplemental, and Additional Services and include expenses incurred by the Architect and the Architect’s consultants directly related to the Project, as follows: .1 Transportation and authorized out-of-town travel and subsistence, except food; .2 Permitting and other fees required by authorities having jurisdiction over the Project; .3 Printing, reproductions, plots, and standard form documents; .4 Postage, handling, and delivery; and .5 Renderings, physical models, mock-ups, professional photography, and presentation materials requested by the Owner (Paragraphs deleted) and not otherwise required for the Project or included by this Agreement. § 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect’s consultants based on a not to exceed amount of $67,800, for cost incurred with no mark ups. § 11.9 Architect’s Insurance If the types and limits of coverage required in Section 2.6 are in addition to the types and limits the Architect normally maintains, the Owner shall pay the Architect for the additional costs incurred by the Architect for the additional coverages as set forth below: (Paragraphs deleted) § 11.10 Payments to the Architect § 11.10.1 Initial Payments § 11.10.1.1 An initial payment of zero ($ 0 ) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner’s account in the final invoice. (Paragraph deleted) § 11.10.2 Progress Payments § 11.10.2.1 All payments to the Architect shall be governed by the Prompt Payment of Local Government Bills, Minnesota Statutes, Section 471.425 ("Prompt Payment Act"). Unless otherwise agreed in writing, invoices for services shall be made monthly in proportion to services performed. Payments are due and payable within thirty-five (35) days of presentation of the Architect’s valid and complete invoice. Architect’s invoice shall breakdown, in detail, timekeeper, each timekeeper’s hourly rate, date of service, total time expended per task, and a detailed description of the task(s) performed. Amounts unpaid thirty-five ( 35 ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of monthly or annual interest agreed upon.) 4.00 % per annum § 11.10.2.2 The Owner shall not withhold amounts from the Architect’s compensation to impose a penalty or liquidated damages on the Architect, or to offset sums requested by or paid to Contractors for the cost of changes in the Work, unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding. § 11.10.2.3 Records of Reimbursable Expenses, expenses pertaining to Supplemental and Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times.ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: (Include other terms and conditions applicable to this Agreement.) (Paragraphs deleted) ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Owner and Architect. Init. / AIA Document B132™ – 2019. Copyright © 1992, 2009, and 2019 by The American Institute of Architects. All rights reserved.The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced by AIA software at 15:54:39 ET on 04/15/2022 under Order No.1430803302 which expires on 06/13/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes:(1432702516) 29 § 13.2 This Agreement is comprised of the following documents identified below: .1 AIA Document B132™–2019, Standard Form Agreement Between Owner and Architect, Construction Manager as Adviser Edition, as modified. .2 AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, dated as indicated below, if completed, or the following: (Insert the date of the E203-2013 incorporated into this Agreement.) .3 Exhibits: (Check the appropriate box for any exhibits incorporated into this Agreement.) [ ]AIA Document E235™–2019, Sustainable Projects Exhibit, Construction Manager as Adviser Edition, dated as indicated below: (Insert the date of the E235-2019 incorporated into this Agreement.) [ X ]Other Exhibits incorporated into this Agreement: Exhibit A (Clearly identify any other exhibits incorporated into this Agreement, including any exhibits and scopes of services identified as exhibits in Section 4.1.2.) Architect’s teams hourly rates of compensation .5 Other documents: (List other documents, if any, forming part of the Agreement.) This Agreement is entered into as of the day and year first written above. OWNER (Signature)ARCHITECT (Signature) William Droste, Mayor Bruce Schwartzman, Vice President (Printed name and title) (Printed name, title, and license number, if applicable) and OWNER (Signature) Jessie Paque, Deputy City Clerk (Printed name and title)