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LUKE A. BRONIN MAYOR G. i. CITY OF HARTFORD HARTFORD STADIUM AUTHORITY 250 Constitution Plaza, 4° floor Hartford, Connecticut 06103 Telephone: (860) 757- 9040 Fax: (860) 722-6074 HARTFORD STADIUM AUTHORITY SPECIAL MEETING Tuesday, December 13, 2016 at 3:00 PM 550 Main Street 2" Floor — Court of Common Council Chambers Hartford, CT 06103 Agenda Call to Order Approval of Minutes 1. May 3, 2016 2. May 20, 2016 ~ Special Meeting 3. May 26, 2016 - Special Meeting 4. July 13, 2016 — Special Meeting 5, September 6, 2016 Election of Treasurer for HSA Adoption of Meeting Schedule for 2017 Report of the Executive Director — Sean Fitzpatrick and Michael Looney © Construction Progress — Status Update Payments Due Arch Insurance per Takeover Agreement FR&E/Project Funds Community Benefits Report on Roadways Work 1. CHARLES MATHEWS CHAIRMAN, Overview and Discussion of Takeover Agreement between the City of Hartford and Arch Insurance * Howard Rifkin ~ Corporation Counsel Introduction and Report of Arch Insurance and Whiting-Turner Contracting Company Old Business ‘New Business J. Call to Public (Note~ Comment limited to 3 minutes or as determined by the Chi K, Adjournment CITY OF HARTFORD HARTFORD STADIUM AUTHORITY 250 Constitution Plaza, 4" floor Hartford, Connecticut 06103 ‘Telephone: (860) 757- 9040 LUKE BRONIN Hae: A 2-074 1 CHARLES MATHEWS MAYOR, CHAIRMAN, Hartford Stadium Authority Meeting Draft Minutes A Regular Meeting of the Commissioners of the Hartford Stadium Authority (the “Authority”) was held on Tuesday, May 3, 2016 at 3:00pm at City Hall, 550 Main Street, City Couneil ‘Chambers, Hartford, CT. A. Call to Order/Roll Call ‘The meeting was called to order by Chairman I, Charles Mathews at 3:21pm. Commissioners Present: I. Charles Mathews, Chairman Oz Griebel, Vice Chairman Darrell V. Hill, Treasurer Adam Cloud, Secretary Ex-Officio Members Present: Mayor Bronin Couneil President Clarke Commissioners Absent: Adrian Texidor Also present: Sean Fitzpatrick, Director of Development Services, City of Hartford Michael T. Looney, Director of Projects, City of Hartford Lisa Silvestri, Assistant Corporation Counsel, City of Hartford Josh Solomon, Owner, Hartford Yard Goats Tim Restall, General Manager, Hartford Yard Goats Kevin Greene, Owner’s Representative, IFG Phil Couture, Owner's Representative, IFG Jason Rudnick - DoNo Hartford LLC ‘Mark Banfield —Centerplan Construction Company B. Approval of Minutes, ‘A motion was made by Mr. Cloud to approve the minutes of March 1, 2016 and seconded by Mr. Griebel. The minutes of the March 1, 2016 meeting were unanimously approved. C. Report of the Executive Director Mr. Fitzpatrick described the progress being made in achieving the Substantial Completion of the stadium. He noted that both the second, third and fourth Interim Milestones per the January 19" settlement agreement had not been met. He explained that in addition to missing these milestones, the continued pattern of missing dates on the construction schedule by Centerplan ‘was causing the City considerable concern, Mr. Fitzpatrick stated that the City had just been given a revised construction schedule by Centerplan and was looking to the contractor to provide assurances as to how completion of the stadium would be achieved. Mr. Cloud noted that 40% of the project labor consisted of Hartford residents and that this was a positive element of the construction project. Mr, Looney reviewed and discussed the latest invoice from the developer and its component cost elements, Mr. Griebel asked Mr. Looney what amount of funds would be remaining in the project fund account after payment of this invoice, and if that amount was sufficient to cover the expected remaining expenses for construetion, Mr. Looney referred to page 12 of the invoice as to the amount of construction value remaining to be completed and noted that about $4.3 million ‘would remain after the payment of the present invoice. He also explained that the $4.3 million in the project fund did not include the $2 million to be provided by the Yard Goats upon achievement of substantial completion of the stadium, nor the deduetion from the construction costs of the $1.3 million in developer's fee forfeited by DoNo Hartford LLC as part of the January 19" settlement agreement. In summary, he explained that there would be a difference that was roughly equal to the value of Change Orders 002 through 004 that had been approved by the Authority previously. He noted that staff would be reviewing the exact balance amounts very closely prior to the payment of the final invoice to ensure that the appropriate levels of funds was available, Chairman Mathews raised the question that given that Interim Milestones had been missed, and that after payment of the present invoice there would only be roughly $4 million left in the project fund, what would happen if Substantial Completion was not achieved by the targeted May 17" date. He questioned whether $4 million would be enough to cover construction cos Substantial Completion was not achieved until the end of the month of May. Mr. Looney responded that what he was using as the measurement of how much funding was necessary to complete the project was the amount represented by Centerplan on their current invoiee, but he agreed that should Centerplan not achieve Substantial Completion by May 17" and the Yard Goats not be obligated to contribute their $2 million, there would be a shortfall, Mayor Bronin added that in the event that Centerplan did not achieve Substantial Completion as dictated by the January 19" settlement agreement, the City reserved the right to contest Change Order 001 and that there was a bond posted that could be called upon. ‘The Mayor made clear that the City ‘would not be providing more funding for the project. Chairman Mathews stated that everyone still hoped that Substantial Completion would be achieved as planned. if ‘Mr. Griebel noted that even with approval of the current invoice, Centerplan would be back in front of the Authority at the June meeting for the presentation of a final invoice. Mr. Looney confirmed that this was correct. Chairman Mathews suggested that pethaps the Authority should meet on May 18" to determine exactly where the project stood. A motion to approve Invoice #17 was made by Mr, Gricbel and seconded by Mr. Hill. The motion was passed unanimously. Mr, Looney proceeded to review the progress on the road work on-going along Trumbull Street, Pleasant Street and the former Windsor Street. He noted that there had been a dramatic increase in manpower employed by Centerplan on this work. He stated that he was optimistic that complete and ready access would be able to be provided to the stadium by the Substantial Completion date, Mr. Fitzpatrick commended the City’s building official and fire marshal for the work they had done to ensure that necessary inspections were done within the appropriate timeframe. D. Report of DoNo Hartford LLC / Centerplan Construction Company Chairman Mathews noted that Mr. Rudnick had recently provided a tour for him and others that was impressive, Mr. Rudnick presented a photographic update on the construction progress of the stadium over the course of the previous month, Mr. Fitzpatrick asked in Mr. Banfield could provide a discussion of the recently issued revised schedule and on-going construction activities. Mr, Banfield proceeded to discuss this schedule and on-going construetion activities in detail. He noted that while project acceleration had been significant, some contractors had fallen behind. Mayor Bronin noted that while Centerplan had made very good progress over the past few weeks, it was clear that there was still a lot of work to go. He asked for mote clarification as to what Centerplan viewed as “substantial completion,” since the revised scheduled indicated a number of items being completed after May 17", Mr. Rudnick responded that Centerplan intended to meet all of the obligations of its contractual requirements. He agreed that there was a lot of work to do, but that work was being executed in conjunction with the efforts of the design team so that all contractual obligations would be met, Mayor Bronin asked whether all of the concession areas would be complete by May 17", Mr. Banfield stated that while the schedule showed one concession area not being complete by this date, in fact all of the areas would be complete, Mayor Bronin asked if the schedule was inaccurate, and Mr. Banfield stated that the schedule was simply a snapshot in time and constantly in flux. Mayor Bronin asked if there were any other issues that would extend beyond May 17", Mr. Banfield stated that there were items that were changing in status constantly. Mayor Bronin noted that his primary concern was that there were a number of items that he considered necessary for substantial completion that were showing completion dates on the schedule after May 17". Mr. Rudnick replied that as these items came up that required acceleration, these items were being addressed with everyone, and that Centerplan was intent on meeting all of its contractual obligations and turning over the stadium in substantial complete condition on May 17", Mayor Bronin asked about a number of specific areas such as concessions, Building G and the VIP areas, and whether they would be substantially complete by May 17", and Mr. Rudnick responded that they would be. Mr. Griebel asked about the reaction of the Eastern League, particularly Mr, McEachern the President of league, in regards to the work to date, Mr. Rudnick said the Mr, McEachern told him he was very pleased with the progress, Mr. Griebel asked Mr. Fitzpatrick if he agreed with this assessment, and Mr. Fitzpatrick stated that Mr. McEachern was impressed with the work effort, but that he shared the City’s concerns about the amount of work left to be done in a short period of time. Mr. Cloud asked if there was a definition of substantial completion in the January 19" settlement agreement, and Mr. Rudnick responded that there was not. Mr. Cloud asked what the definition was in the Development Services Agreement, Mr, Rudnick stated that it included getting s certificate of substantial completion from the architect, a temporary certificate of occupaney from the City’s building official , providing the FF&P components of the stadium to the Yard Goats and handing over the stadium in “turn key” condition minus punch list items. Mr. Cloud said that this helped provide clarification as to the definition. Mr. Rudnick stated that Centerplan took the concept of substantial completion very seriously, and outlined the conversations that had been had with the design team, the subconsultants, and City officials to meeting this goal. Mr. Fitzpatrick responded to Mr. Rudnick that it was not just the stadium that needed to be in “tu key” condition, but also all of the FF&E components as well. E. Report from the Owner’s Representative on Current Status of Stadium Schedule and Construction Activities Mr. Greene presented the Owner's Representative Report on the status of potential change orders, allowance budgets, the stadium schedule and construction activities. He stated that IEG was working on finalizing all accounting for allowances and discussed non-compliance items. Chairman Mathews asked for clarification as to whether these were punch list items, and Mr. Greene stated that these were separate from the punch list items, Mr. Greene also stated that while the current Centerplan schedule indicated receipt of a temporary certificate of occupancy by May 17°, it did not indicated achievement of substantial completion by May 17%, Mr. Hill asked what the difference was. Mr. Greene stated that a temporary certificate of occupancy was just one of five parts necessary for substantial completion, Chairman Mathews asked Mr, Greene what his professional opinion was on the date of achievement of substantial completion. Mr. Greene responded that the date was nat May 17". Mayor Bronin asked if Mr. Greene believed, given what had been stated by Mr, Rudnick and Mr. Banfield, that the May 17" substantial completion date was achievable. Mr. Couture stated that it was possible, but that IFG believed that not all of the conditions for Substantial Completion could be met, He also stated that IFG did believe a temporary certificate of occupancy could be achieved and that Centerplan could have the stadium ready for opening day of baseball on May 31%, He added that IFG had substantial concerns about areas such as the life safety systems and elevators. Mayor Bronin stated that life safety systems clearly needed to be complete for a temporary certificate of occupancy, and asked how IFG could reconcile those two positions, Mr. Couture responded that he misspoke and retracted life safety systems as an area of concern for him. Mayor Bronin emphasized that if IFG had concerns, the Authority wanted to hear about them. Mr, Cloud asked aside from life safety systems, what else did IFG have concerns about, Mr. Greene listed elevators, stairs, non-compliance issues, the centerfield building, sound and video systems, and food service. Mr. Cloud asked if these concems were based on the information, given by Centerplan or IFG’s experience, Mr. Greene stated that it was based on IFG's experience, observations in the field, and the schedule provided by Centerplan. Chairman Mathews noted that even if Centerplan was able to complete all of these areas by May 31%, the Yard Goats could not actually play baseball on May 31* since they would need a week or two to get the stadium operational, Mr, Greene responded that that was true. Mayor Bronin summarized that IFG believed a temporary certificate of occupancy could be achieved by May 17, but that there were items necessary for Substantial Completion that could not be completed until May 31". Mr. Couture stated that this was correct, Mr. Greene added that the Yard Goats has asked for a two weck time period to get the stadium operational. Mr. Griebel asked what May 17" would look like in terms of process. Mr. Fitzpatrick stated that it would involve the certification of the building by the architect, issuance of the temporary certificate of occupancy, and turning over the keys to Mr. Solomon, the owner of the Yard Goats. He added that Mr. Solomon would be asked to honor his commitments under the terms of January 19! agreement. Mr. Greene stated that although Centerplan and everyone working on the stadium were making great efforts to complete the work, time was an issue. Mayor Bronin asked if there was anything more that Centerplan could be doing. Mr. Greene responded that over the past few weeks, Centerplan had done everything they could to reach substantial completion, Chairman Mathews noted that it sounded as if Centerplan needed two more weeks beyond May 17" to complete the work to a level of substantial completion. Mr, Greene said that that was a fair statement, Council President Clarke asked if the May 17" and May 31* dates were ever actually achievable dates, Mr. Couture and Mr. Greene responded that as of January, they were achievable dates. Mr, Greene noted that if more manpower was employed earlier in the year, Centerplan would probably be in better shape. Council President Clarke asked if the Yard Goats had indicated when they would feel comfortable playing baseball, and Mr. Greene responded that he did not believe those conversations had taken place. Chairman Mathews stated that on May 18", everyone could determine where they were in terms of completion. Mr, Cloud asked if Centerplan could have a chance to respond. Mr. Rudnick stated that there was a list of non- compliance items that were not portrayed in a factually accurate manner by IFG. He clarified that while there were 59 items on this list, all but 19 of these items were identified as not being necessary for substantial completion, He stated that by the end of the week, most of the necessary items would be addressed. He noted that the design had still been changing since January. Mr, Landino explained that the project was a team effort and not adversarial, and that everyone was working towards the same goal. He said that manpower acceleration had occurred at a time when it was most efficient to do so but that there were a number of things out of Centerplan’s control, such as the issuance of a temporary certificate of occupancy, and that there ‘were certain elements of the stadium that were irrelevant in meeting the deadline to provide a stadium usuable for baseball operations, He was hopeful that both the City and the Yard Goats would proceed with Centerplan in a cooperative and aggressive manner. Mayor Bronin acknowledged that everyone’s interests were aligned, and that if the stadium met the requirements for a temporary certificate of occupancy, one would be issued. He stressed that the City would proceed in a fair manner with Centerplan on this issue, He stressed that he was concerned about Mr. Landino stating that certain elements of the stadium were irrelevant. Mr. TLandino reiterated that while there may be debate about what should be complete by May 17", the important question was is it enough to safely occupy the building and prepare for baseball to begin. Mr. Griebel asked if there was an update on the other components of the Downtown North development surrounding the stadium. Mr. Landino stated that DoNo Hartford LLC was going back to the Planning & Zoning Commission for a revised Special Permit to allow for the beginning of development on the first half of Parcel E during the summer of 2016 and discussed DoNo’s activities in securing a senior debt provider for this work. Chairman Mathews said he would be pleased to tell Mr. Greene and Mr. Couture that they were completely wrong and that everyone had the same goal of playing bascball. Mr. Landino agreed and respected the skepticism, but that he hadn’t seen the type of progress being made at the stadium now in his entire career and that everyone was focused on reaching the May 17" deadline, Mr. Cloud asked if there was a concurrence on what work needed to be completed after May 17" versus prior to this date. Mr. Landino stated that there was not. Mr. Cloud asked if it was possible for everyone to sit down and layout the specific work that needed to be complete to qualify for substantial completion. Mr. Landino stated that there was disagreement about what this work would consist of, and that he personally believed that even a temporary certificate of occupancy was not needed to reach substantial completion, He noted that he thought there should be a meeting about this, issue. Mr. Rudnick stated that there was actually a three part test for substantial completion, not a five part test as had been alluded to previously in the meeting, but that there were varying opinions as to what these parts consisted of and that there needed to be a clear picture as to what was required for substantial completion. Mr. Cloud stated that these issues needed to be resolved ptior to the May 17", and Mr, Rudnick stated that the agreement was only between the City and Centerplan. Chairman Mathews said that this was not going to be resolved today. Mayor Bronin stated that it ‘was clear that a temporary certificate of occupancy was required for substantial completion, and Mr. Landino responded that the Mayor might be correct legally, but that if the work completed by May 17" permitted the Yard Goats to beginning preparing for opening day of baseball, was it really relevant as long as opening day could be met. F. Report of the Hartford Yard Goats Mr, Solomon discussed recent Yard Goat team activities, including a number of successful events and announcements such as having all Yard Goats games broadcast in Spanish, He noted this was very important for both the players, their families and the Hartford fan base. He acknowledged and appreciated the efforts being put into the stadium by the construetion workers, and that Bear’s BBQ had provided a lunch event for the workers. Mr. Solomon stated that season ticket holders had been able to come into the stadium and select their seats, and that the opening of the stadium was going to be a huge suecess. He noted that while there was a lot of work to go, he felt that it was just around the comer. He noted the successful record of the team, and that they were excited to come back to play in Hartford. Mr. Solomon said the team was anxious to receive word from the City that the stadium was substantially complete. He stressed that the team needed at least two weeks to get the stadium operational for the first baseball game. He noted that the Yard Goats were very focused on providing the best fan experience possible, and that they were willing to talk to anyone at any time to assist in reaching the substantial completion goal. ‘Mr, Griebel asked if Mr. Solomon had heard anything new from the conversations that had occurred earlier in the meeting. Mr. Solomon indicated that he had not, and that while the team remained skeptical of achievement of the May 17" deadline, they were hopeful. G. Report on Community Benefits ‘Ms. Graves presented DoNo/Centerplan’s monthly report on community benefits. Chairman ‘Mathews asked for clarification on the decrease of percentage of Hartford residents working on the project and whether the required 40% figure would be reached by project completion. Ms. Graves responded that a lot of the recent data for Hartford residents on the job still needed to be entered into Centerplan’s database, Mayor Bronin noted that the Authority had been told previously that the number of Hartford residents would increase as the project moved toward completion, but that the trendline was actually decreasing and more information was needed to clarify this trend, Ms, Graves said if one looked at the day to day records there were over 40% Hartford residents working on the site, but that on a month by month analysis this fact was not readily apparent. Mr. Toppin expressed considerable skepticism about Centerplan being able to meet the 40% Hartford residents participation rate, and Chairman Mathews agreed. Mayor Bronin asked Ms. Graves if her best guess was that the project would finish with roughly 35- 36%, and Ms. Graves agreed. Ms, Graves noted the large number of apprentices that were being ‘rained for future work as a result of the project. Chairman Mathews said that he was trying to get Ms. Graves to confirm her agreement with the Mayor. Council President Clarke asked how the City could work together with Centerplan to get as close to the 40% residents participation as possible. Mr. Rudnick stated this was a very involved process where hiring went through the unions as part of the Project Labor Agreement. He added that there were not enough people at the union halls to enable the achievement of the 40% figure, and stressed that all of the training for workers to succeed in the future was very beneficial in its own right, Council President Clarke asked if the Project Labor Agreement specified the 40% goal, and Chairman Mathews confirmed that it did. Mr. Toppin presented the City’s report on MWBE compliance for the stadium project. Mr. Toppin noted that other options beside the unions were available to Centerplan to meet the 40% goal, such as the Jobs Funnel program. He did not believe that these other resources had been utilized as fully as they could have been. Ms. Graves responded that certain trades had reached out the Jobs Funnel program and a number of apprentices had subsequently been placed on the job. H. Old Business None: 1. New Business None. J. Call to Public ‘Councilman Larry Deutsch asked a question about the change orders identified in the IFG report. Mr, Fitzpatrick answered that there were a number of options to address these potential costs. K, Adjournment A motion to adjourn was made by Chairman Mathews and seconded by Mr. Hill. The motion was passed unanimously. The meeting adjourned at 5:04p.m. Respectively submitted, Adam M. Cloud Secretary Hartford Stadium Authority CITY OF HARTFORD HARTFORD STADIUM AUTHORITY 250 Constitution Plaza, 4 floor Hartford, Connecticut 06103 ‘Telephone: (860) 757- 9040 LUKE BRONIN Fae GY 7a2-0074 1. CHARLES MATHEWS MAYOR CHAIRMAN Hartford Stadium Authority Meeting Draft Minutes ‘A Special Meeting of the Commissioners of the Hartford Stadium Authority (the “Authority”) ‘was held on Friday, May 20, 2016 at 1:00pm at City Hall, 550 Main Street, City Council Chambers, Hartford, CT. A. Call to Order/Rolll Call ‘The meeting was called to order by Chairman 1. Charles Mathews at 1:03pm. ‘Commissioners Present: I. Charles Mathews, Chairman Oz Griebel, Vice Chairman (by phone) Adam Cloud, Secretary Darrell Hill, Treasurer Adrian Texidor Ex-Officio Members Present: ‘Mayor Luke Bronin City Council President Thomas J. Clarke II Also present: Sean Fitzpatrick, Direetor of Development Services, City of Hartford Michael T. Looney, Director of Projects, City of Hartford Lisa Silvestri, Assistant Corporation Counsel, City of Hartford Josh Solomon, Owner, Hartford Yard Goats ‘Tim Restall, General Manager, Hartford Yard Goats B, New Business 1. Discussion of Matters Related (o the Substantial Comple Stadium n of Dunkin’ Donuts Mr, Fitzpatrick stated that the stadium design-builder DoNo Hartford LLC/Centerplan Construction failed to meet the Substantial Completion date of May 17, 2016. He described how under the Development Services Agreement and the January 19" Agreement liquidated damages ‘would begin to accrue against DoNo Hartford LLC/Centerplan Construction and that the project, surety Arch Insurance was being contacted. Mr. Fitzpatrick explained that the City, the Stadium ‘Authority, Yard Goats ownership and the Eastern League would all be in close contact over the coming days to determine the best course of action to complete the stadium as quickly as possible without additional financial exposure. ‘A motion was made by Mr. Hill for the Authority to enter Executive Session and seconded by Mr. Cloud. The motion to enter into Executive Session was unanimously approved, and the Authority went into Executive Session at 1:07pm. A motion was made and seconded for the Authority to exit Executive Session. The motion to exit Executive Session was unanimously approved, and the Authority exited Executive Session. C. Adjournment A motion to adjourn was made and seconded. The motion was passed unanimously. Respectively submitted, ‘Adam M. Cloud Secretary Hartford Stadium Authority CITY OF HARTFORD HARTFORD STADIUM AUTHORITY 250 Constitution Plaza, 4* floor Hartford, Connecticut 06103 Telephone: (860) 757-9040 LUKE BRONIN Fax: (860) 722-6074 | CHARLES MATHEWS. MAYOR CHAIRMAN Hartford Stadium Authority Meeting Draft Minutes A Special Meeting of the Commissioners of the Hartford Stadium Authority (the “Authority”) ‘was held on Thursday, May 26, 2016 at 1:00pm at City Hall, $50 Main Street, City Council Chambers, Hartford, CT. A. Call to Order/Roll Call ‘The meeting was called to order by Chairman I. Charles Mathews at 1:35pm. Commissioners Present: 1, Charles Mathews, Chairman Oz Griebel, Vice Chairman Darrell Hill, Treasurer Adrian Texidor Ex-Officio Members Present: Mayor Luke Bronin City Council President Thomas J. Clarke II Commissioners Absent: Adam Cloud, Secretary Also present Sean Fitzpatrick, Director of Development Services, City of Hartford Michael T. Looney, Director of Projects, City of Hartford Lisa Silvestri, Assistant Corporation Counsel, City of Hartford Josh Solomon, Owner, Hartford Yard Goats Tim Restall, General Manager, Hartford Yard Goats B, Discussion of Resolution Empowering the Executive Director and Corporation Counsel to Take Certain Actions Mr. Fitzpatrick state that pursuant tothe instructions ofthe Authority at the Special Meeting on May 20", the City had reached out to the surety Arch Insurance, and were working to set up a meeting on May 31%, and that the City was looking to the Authority for authorization to take certain actions as necessary to perfect its rights under the bond in order to keep the stadium project going. Mr. Fitzpatrick said that this included the action of calling the stadium bond. Mr. Fitzpatrick proceeded to read the proposed resolution before the Authority into the record: RESOLVED, That the Executive Director and Corporation Counsel are directed to take all actions necessary to assert the Authority’s rights under any surety bond issued in connection with the Stadium project, and it is further RESOLVED, That the Executive Director and Corporation Counsel are directed to take such additional actions as are necessary to achieve completion of the Stadium as soon as possible without further financial outlays by the Authority or the City of Hartford beyond amounts remaining in the Project Fund. A motion was made by Vice Chairman Griebel for the Authority to move the resolution and seconded by Mr. Hill, Discussion Mr. Griebel asked for confirmation that this resolution essentially encompassed previous conversations about handling the bond situation, and Mr, Fitzpatrick confirmed this. Mr. Griebel noted that he wanted to ensure that the taxpayers, through this resolution, would not be subject to any additional financial exposure in completing the stadium. Council President Clarke asked for Mr. Fitzpatrick to walk the Authority through a timeline of future actions related to the stadium project to ensure timely completion of the stadium. Mr. Fitzpatrick began by stating that if the City believed that the current contractor would be able to finish work in a couple of weeks, it would not be taking the actions it was doing now, and he noted that work on the stadium project had slowed significantly from the maximum effort being ‘expended a few weeks prior to the meeting. Mr. Fitzpatrick noted that one of the desired outcomes was to bring the surety in to facilitate construction oversight to make sure the work was done properly, He also stated that the additional time needed to complete the stadium might leave the City open to additional change orders, and that it was hoped that by bringing in the surety this possibility could be forestalled. Council President Clarke asked about the status of assessing liquidated damages against Centerplan. Mr. Fitzpatrick responded that this had been done but that no liquidated damages had been paid, which constituted a default on the part of Centerplan, Mayor Bronin stated that he was firmly in support of this resolution, and that it affirmed the power that the City and the Stadium Authority already had. He noted that the paramount concern was that there not be additional financial burden on the City. He stated that based upon recent actions by the contractor and missed deadlines that there was a lack of confidence in Centerplan being able to keep to a schedule, and that it was important to make very clear to the surety that-they needed to step in and assume control of construction and any costs associated with stadium completion. Mayor Bronin also noted that Centerplan was still obligated to keep working on the site, and that he hoped that they would resume the pace of work that had been seen in the prior weeks. Council President Clarke stated that he wanted to make sure all options had been considered to avoid having an incomplete stadium. Chairman Mathews responded that DoNo had stated at the outset of the project that they had the experience and capacity to complete the project, and that at every Stadium Authority meeting the commissioners had raised the questions of whether the contractor was still on time and on budget. He said that the Authority was assured that they were. He further noted that in December 2015, it became clear that that was not the case. Chairman Mathews outlined the process of negotiations for additional funding and a new completion schedule in January 2016. He stated that in April, the contractor affirmed that they could make the May 17 substantial completion deadline, Despite ultimately missing this deadline, no revised schedule was provided and no liquidated damages paid. Chairman Mathews stated that the current actions under consideration were the only option left. He said that the Authority had a responsibility to protect the taxpayers, the Authority, and the City administration, and that another entity with more experience was needed to provide proper oversight of the project. He concurred with the Mayor and the Executive Director that the only option was to call the contractor's bond. Council President Clarke asked about the process of calling the bond. Mr. Fitzpatrick outlined the steps involved in calling a bond and how the surety would proceed in their investigation. Mayor Bronin noted that DoNo and Centerplan still had an obligation to continue working on the stadium no matter how long the surety’s investigation took, and if the stadium was completed before that time the situation could be potentially resolved. Mr, Griebel stated that despite this being a terrible situation, it had to be considered that baseball might not be played this year, but that ultimately the stadium would be @ good thing and that the stadium was critical to spurring the complete DoNo development. Chairman Mathews proceeded to call the question: MATHEWS: Aye HILL: Aye GRIEBEL: Aye ‘TEXIDOR: Aye The resolution was passed 4-0, C. Adjournment A motion to adjourn was made by Vice Chairman Griebel and seconded by Mr. Hill. The motion was passed unanimously. The meeting adjourned at 1:51p.m. Respectively submitted, ‘Adam M. Cloud Secretary Hartford Stadium Authority CITY OF HARTFORD HARTFORD STADIUM AUTHORITY 250 Constitution Plaza, 4 floor Hartford, Connecticut 06103, Telephone: (860) 757-9040 Fax: (860) 722-6074 1. CHARLES MATHEWS: ‘CHAIRMAN, Hartford Stadium Authority Meeting Draft Minutes A Special Meeting of the Commissioners of the Hartford Stadium Authority (the “Authority” was held on Wednesday, July 13, 2016 at 3:00pm at City Hall, 550 Main Street, City Couneil Chambers, Hartford, CT. A. Call to Order/Roll Call ‘The meeting was called to order by Chairman I. Charles Mathews at 3:01pm. Commissioners Present: I. Charles Mathews, Chairman Oz Griebel, Vice Chairman Bonnie Malley Adrian Texidor Ex-Officio Members Present: Mayor Luke Bronin City Council President Thomas J. Clarke IL Commissioners Absent: Adam Cloud, Secretary Also present: Sean Fitzpatrick, Director of Development Services, City of Hartford Michael T. Looney, Director of Projects, City of Hartford Lisa Silvestri, Assistant Corporation Counsel, City of Hartford Tim Restall, General Manager, Hartford Yard Goats B. Executive Session Chairman Mathews indicated that the Authority would be entering into Executive Session, and that there would be no public comment period or statement for the press at this Special Meeting, He instructed subcontractors on the project to fill out the forms necessary to receive compensation, A motion was made by Vice Chairman Griebel for the Authority to enter Executive Session and seconded by Ms. Malley. The motion to enter into Executive Session was unanimously approved, and the Authority went into Executive Session at 3:04pm. A motion was made by Vice Chairman Griebel for the Authority to exit Executive Session and seconded by Ms. Malley. The motion to exit Executive Session was unanimously approved, and the Authority exited Executive Session at 4:21pm. C. Adjournment ‘A motion to adjourn was made by Vice Chairman Griebel and seconded by Ms. Malley. ‘The motion was passed unanimously. The meeting adjourned at 4:22p.m. Respectively submitted, ‘Adam M. Cloud Secretary Hartford Stadium Authority CITY OF HARTFORD HARTFORD STADIUM AUTHORITY 250 Constitution Plaza, 4 floor Hartford, Connecticut 06103 ‘Telephone: (860) 757- 9040 LUKE BRONIN Fax: (B60) 722-6074 1. CHARLES MATHEWS MAYOR ‘CHAIRMAN Hartford Stadium Authority Meeting Draft Minutes ‘A Regular Meeting of the Commissioners of the Hartford Stadium Authority (the “Authority”) ‘was held on Tuesday, September 6, 2016 at 3:00pm at City Hall, 550 Main Street, City Council Chambers, Hartford, CT. A, Call to Order/Roll Call ‘The meeting was called to order by Chairman I, Charles Mathews at 3:30pm. Commissioners Present: I. Charles Mathews, Chairman Oz Griebel, Vice Chairman Bonnie Malley Adrian Texidor Ex-Officio Members Present: Mayor Luke Bronin City Council President Thomas J. Clarke IL Commissioners Absent: Adam Cloud, Secretary Also present: Sean Fitzpatrick, Director of Development Services, City of Hartford Michael T. Looney, Director of Projects, City of Hartford Lisa Silvestri, Assistant Corporation Counsel, City of Hartford ‘Tim Restall, General Manager, Hartford Yard Goats B. Executive Session ‘A motion was made by Vice Chairman Griebel for the Authority to enter Executive Session and seconded by Ms. Malley. The motion to enter into Executive Session was unanimously approved, and the Authority went into Executive Session at 3:31pm, ‘A motion was made by Vice Chairman Griebel for the Authority to exit Exceutive Session and seconded by Ms, Malley, The motion to exit Executive Session was unanimously approved, and the Authority exited Executive Session at 4:00pm. Chairman Mathews stated that outside counsel had provided an update on the progress being ‘made with Arch Insuranee, He noted that the stadium bond had been called in the hope that the surety would step in and both complete and pay for the remaining work on the stadium, and that that now appeared to be the case. He stated that the he believed the City had done a great job in this regard. Mayor Bronin that there was now an agreement in principle between the City and Arch Insurance to take over the construction of the stadium and guarantee its completion in time to play baseball in the 2017 season. He also noted that the surety would pay to complete the work, but that the Stadium Authority would also being expending a substantial portion of what was remaining in the project fund to contribute to completion, which had always been anticipated. However, this would be done without the need for taxpayers to expend additional dollars or for the City to have to bond for additional funds. Mayor Bronin noted that there would be many additional meetings to finalize the takeover agreement and prepare a schedule for completion. He stated that this was a very significant step forward to getting the stadium complete and to protect the taxpayers. Chairman Mathews thanked the Mayor for his efforts in achieving this result. Council President Clarke stated that he was glad that an agreement had been reached and looke forward to baseball being played in Hartford in 2017. Mr, Griebel noted his appreciation by all for the efforts that led to achieving an agreement with the surety. Chairman Mathews noted that when the Stadium Authority voted to call the bond on the stadium, it vested power in the Executive Director to take such actions as necessary to achieve an agreement with the surety, and that while a future Stadium Authority meeting was possible for the purpose of actually signing the takeover agreement, the Executive Director was still empowered to act on the Stadium Authority's behalf to achieve the completion of the takeover agreement. C. Adjournment A motion to adjourn was made by Vice Chairman Griebel and seconded by Ms. Malley. ‘The motion was passed unanimously. The meeting adjourned at 4:06p.m. Respectively submitted, Adam M, Cloud Secretary Hartford Stadium Authority HARTFORD STADIUM AUTHORITY SCHEDULE OF REGULAR MEETINGS FOR 2017 (as approved by the Authority on December 13, 2016) ‘The Hartford Stadium Authority will hold its Regular Meetings on the dates listed below, at 3:00 p.m., at Hartford City Hall, $50 Main Street, Court of Common Council Chambers, Hartford, Connecticut 06103. January 17, 2017 February 7, 2017 March 7, 2017 April 4, 2017 May 2, 2017 June 6, 2017 July 11, 2017 August 1, 2017 September 5, 2017 October 3, 2017 November 14, 2017 December 5, 2017 saRss23 CITY OF HARTFORD HARTFORD STADIUM AUTHORITY TERA 250 Constitution Plaza, 4* floor tifees Hartford, Connecticut 06103, AUTHORITY ‘Telephone: (860) 757- 9040 LUKE A. BRONIN Pas (G0) 722-2074 1 CHARLES MATHEWS. MAYOR CHAIRMAN Memorandum To: Hartford Stadium Authority Commissioners From: Sean M. Fitzpatrick, Director of Development Services Michael ‘T. Looney, Director of Projects Date: December 12, 2016 Subject: Report of the Executive Director As you know, on October 17, 2016, the Hartford Stadium Authority and the City of Hartford entered into a Takeover Agreement with Arch Insurance, surety for the terminated developer of Dunkin’ Donuts Park, DoNo Hartford LLC, and its affiliate general contractor Centerplan Construction, providing for Arch to finance and oversee completion of the stadium in time for the 2017 baseball season. A copy of the Takeover Agreement is attached. Arch retained the architectural firm of Cashin Spinelli Ferretti (“Cashin Spinelli”) to advise it on the work necessary to complete the project, and to oversee the transition to a new general contractor, Whiting-Turer Contracting (*Whiting-Tumer”). Whiting-Turmer is a nationally-recognized contracting firm with deep experience in the construction of sports venues, including M&T Stadium, home of the NFL.’s Baltimore Ravens. Arch has also engaged the original design team on the project, led by architectural firm Pendulum and its engineering partner on the project, the S/L/A/M Collaborative (“SLAM”) (the “Design Team”), to assist Whiting-Turer and ensure continuity in the design and construction process. Since taking, Whiting-Tumner has engaged as many of the original subcontractors on the project, as possible fo complete necessary work. Work on resumed in earnest in October and Whiting- Turner has now submitted to Arch a detailed work schedule for the remaining construction, which provides for substantial completion of the project in time for the Yard Goats first scheduled home game on April 13, 2016, as well as providing time for the team, its sponsors, and its vendors to have the necessary access to the facility to be ready for Opening Day. ‘The City and HSA have also augmented our own oversight capacity with the addition of Jim Pieper and his firm, Pieper Sports Facility Consulting, to the team. Jim and his colleagues bring a wealth of experience in stadium design and construction, and have established and excellent working relationship with Arch’s completion team. City staff also continues to work closely with the Hartford Yard Goats’ management and the Eastern League of Minor League Baseball to assure proper coordination of our mutual efforts toward a successful opening of the facility. Construction Progress — Status Update City staff has been in daily contact with Cashin Spinelli and Whiting-Turmer at the worksite since construction resumed. City staff also attends twice-weekly “Completion Meetings” among Cashin Spinelli, Whiting-Turner, and the Design Team to review and act upon design, coordination, and other issues as they arise, To date, the City has been very pleased with the sense of urgency, level of effort, and attention to detail demonstrated by Whiting-Tumer and the subcontractors under its supervision. Construction activities are now being conducted six days per week by teams typically exceeding 100 workers. Substantial progress has been made in addressing both unfinished construction elements and correction of substandard work performed by the prior general contractor. Impressive attention has been paid to determining and implementing correct and aesthetically appropriate design solutions to the many complex issues involved in completing the stadium, Arch and its construction team will be available at this month's, and future, HSA meetings, to discuss the progress of construction and answer questions. Payments Due Arch Insurance per Takeover Agreement Under the October 17 Takeover Agreement, provision was made for the HSA to contribute to the completion of the stadium a portion of the approximately $4.4 million remaining in the Project Fund, with the balance of the costs of completion to be borne by Arch, Specifically, the Agreement provides as follows: “The City claims that it has $4,401 439.19 remaining in the Ballpark account. ‘The City will withhold: (a) the amounts necessary to pay vendors for FF&E. commitments, or $2,894,195.46; (b) amounts spent for security, leaks and fire protection of the Ballpark post termination, or $141,203.69; and (¢) settlement with Arch in the amount of $300,000 for itemized and un-itemized, out-of-pocket costs, fees and expenses allegedly incurred as a result of the Bonded Contractor's termination (including but not limited to for attomney’s fees, consulting fees, litigation expenses, and architect and designer costs and fees paid or incurred by the City for services provided before or after the Bonded Contractor's termination). ‘The City will pay the remaining amount of $1,066,040.04 to the Surety for completion of the Bonded Project (“Available Contract Funds”). Payment of the Available Contract Funds will be made to the Surety as follows: (1) $408,020.02 within ten (10) days following execution of this Takeover Agreement; (2) $408,020.02 within ten (10) days following the Surety issuing a notice to proceed to a Completion Contractor; and (3) $250,000 at substantial completion.” ‘When the first two of these three benchmarks were met on November 2, 2016, as confirmed by the Executive Director, Chairman Mathews authorized a wire transfer to Arch in the amount of $816,040.04 to fund the HSA’s obligations under provisions (a) and (b) above. FF&E and Project Funds Under the terms of the Performance Bond provided by DoNo Hartford LLC to the City and HSA in 2015, the value of furniture, fixtures and equipment (“FF&E”) to be provided to the Yard Goats at the City’s expense, totaling $6.5 million, was not included in the bonded limit; accordingly, they are not Arch’s financial responsibility. Accordingly, the Takeover Agreement provides, as noted above, that the HSA retain approximately $2.9 million in the Project Fund to defray the costs of FF&E items that remain to be paid for. (The balance of the $6.5 million has already been paid by the HSA pursuant to prior requisitions by the former contractor.) City staff has been working closely with Arch and Cashin Spinelli Ferretti to coordinate payment of FF&E, subcontractors to ensure that this bifurcation of financial responsibility does not impede the construction process.! City staff will provide a full accounting of such FF&E expenditures once the process is completed. As of December 3, however, a total of $1.74 million had been paid to resolve outstanding claims, representing approximately 60.2% of the total FF&E claims expected of $2.84 million. Community Benefits Itis important to note that, despite the transition of construction responsibility and control at the stadium to Arch Insurance and its completion contractor Whiting-Turmer, the original Project Labor Agreement (PLA) remains in full effect. Over the past seven weeks, Whiting-Tumer has done an impressive job of bringing back many, if not most, of the non-Centerplan subcontractors to the project to complete their original scopes of work and address needed improvements and remedial work. In terms of tracking MWBE and Hartford resident participation on the completion of the project, Whiting-Tumer will be coordinating with the City and its Procurement/Contract Compliance Unit through the submittal of certified payrolls. While this effort is still getting underway, we expect to resume providing detailed Community Benefits reports at future regular HSA meetings. Report on Roadways Work With the final milling and paving of Main Street and a small portion of Pleasant Street and. Trumbull Street complete, and with only “punch list” items remaining to be completed, the stadium roads project has reached the point of substantial completion. ‘The City is in the process of coordinating traffic signal inspections along Main Street with the State Department of ‘Transportation and completing interconnect wiring tests with the subcontractor and the City’s ! This process has involved the review of claims made by FF&E vendors by Director of Projects Michael Looney, who advises the Executive Director and Chairman Mathews as to the appropriate amount fo be paid to cach vendor as settlement for their outstanding invoices. Upon agreement with the vendor and appropriate authorization by the Chairman, Mr, Looney has obtained signed general releases from the vendors waiving their future bond elaim rights. ‘Once the signed releases are received, funds are then wired to the vendors to close out their claims. These efforts hhave resulted in the rectification of payment issues with a number of very critical vendors, such as the scoreboard ‘manufacturer and installer, the vendor coordinating audio and video systems, the supplier and installer of kitchen ‘equipment, and the suppliers of concession and food carts. Department of Public Works. Street traffic lines, crosswalks, and “block the box” markings have been painted, bus shelters installed along Main Street, and grass and erosion control measures installed along the berm behind the stadium’s centerfield fence, The City is working with Centerplan Construction (which remains the general contractor on this project), the City’s, construction administration/construction inspection consultant, Beta Group, and the various subcontractors involved to finalize project documents and complete project bookkeeping. In addition, as-built survey documents will be prepared in the coming weeks for City ownership. SURETY TAKEOVER AGREEMENT PURSUANT TO PERFORMANCE BOND ‘This is a Takeover Agreement (“Takeover Agreement”) made as of October 17", 2016, between the City of Hartford, Connecticut, ("City"), the Hartford Stadium Authority ASA”), and Arch Insurance Company (“Surety”). RECITALS ‘A. The City entered into a Development Services Agteement (*DSA”) with DeNo Hartford, LLC (SDoNo”) dated February 4, 2015, under which, inter alia, DoNo agreed to consiruct a ballpark (“Ballpack) in the City for a minor league baseball team then, located in New Britain, Connecticut, B, __ DoNo entered into a construction contract (“Bonded Contract” or “Bonded Project”) with Contorplan Construction Company LLC (“Bonded Contractor”) dated February 6, 2015, under which, inter alia, the Bonded Contractor contracted with DoNo to construct the Ballpark, C. The City, DoNo and Contractor entered into a “Direct Agreement” dated February 4, 2015, under which, infer alia, the City may succeed to DoNo’s rights and obligations under the Bonded Contract under defined circumstances, D. The Surety issued payment and performance bonds (“Bonds,” “Performance Bond,” or “Payment Bond) in connection with the Bonded Contract. Attached to the Bonds is a “Multiple Obligee Rider” under which, infer alia, the City and HSA are defined as additional obligees under the Bonds, E, ‘Through a letter dated May 27, 2016, the City advised the Surety that it claimed that the Bonded Contractor was in default of its obligations under the Bonded Contract, F, Through a letter dated June 6, 2016, the City and HSA advised DoNo and the Bonded Contractor that the City hed terminated the DSA and the Bonded Contract, ‘The Bonded Contractor asserts, infer alia, thatthe termination is wrongful, G The City issued a letter fo the Surety dated June 9, 2016, making demand on the Surety under the Performance Bond in relation to the Bonded Contract, H._The Surety is willing to complete and the City is willing to have the Surety complete the Bonded Contract and to pay certain funds remaining in the Ballpark account directly to the Surety in an effort to mitigate damages arising from the completion of the Ballpark, with the rights, claims and defenses of the City, the Bonded Contractor, DoNo and ‘the Surety fully reserved (except as explicitly indicated below). 1. This Takeover Agreement is intended to facilitate the ability to play Double ‘A baseball in the Stadium on Opening Day, April 13, 2017, while the parties negotiate, snediate or otherwise and/or otherwise adjudicate their disputes arising from or elated to the design and construction of the Ballpark. The parties to this ‘Takeover Agreement understand that in order for baseball to be played in the Stadium by Opening Day, the City shall be required to issue Cettificate(s) of Ocenpancy (temporary or otherwise) for certain portions of the Stadium, This Takeover Agreement is not intended and should not be construed as an admission of liability on the part of any of the parties. COVENANTS 1, SURETY COMPLETION, CONTRACT DOCUMENTS, AND SCOPE OF WORK: 1, The Surety shall arrange for tho substantial eompletion and completion of the work required of the Bonded Contractor under the Bonded Contract (andl modifications thereof) in accordance with the terms and conditions of the Bonded Contract. The work items nevessary to substantially complete and complete the Bonded Contract ae identified ina lst attached hereto as Exhibit 1. The completion scope set out in “Exhibit 1” includes: (1) all defective or noncompliant work items that were knovm or should reasonably have been known to the City and its agents as of the date of this Takeover Agreement; and (2) all ‘punch list items that were known or should reasonably have been known to the City or its agents as ofthe date ofthis Takeaver Agreement, For purposes of this Takeover Agreement, the term “latent defect” refers to a defect that was not known and should not reasonably bbave been known by a construction professional exercising teasonable ente as of the date of this Takeover Agreement, Latent defects also include coordination issues and defects related to building code compliance o fite safety issues that may arise during the course of construction, despite the City's good faith attempts to identify such issues prior to construction. Except as to lntent defects, the Surety has no obligation to perform and no fiability for the costs associated with any work not expressly listed on Exhibit 1, As to Fumiture, Fixtures and Equipment (“FF&E”), the Surety’s scope includes Jabor costs for installation but does tiot include the purchese of FF&E items. 2. For the potposes of this Takeover Agreement, the contract documents shall consist of this Agreement and the operative documents comprising the Bonded Coniract, including but not limited to the specifications, the general conditions, the supplementary general conditions, drawings, the project plans dated March 23, 2015, as revised by Architect’s Supplemental Instructions (“ASI”) or “SI”) 1-14, all addenda issued thereto, and all approved change orders. Tie City, however, specifically reserves its tight to rescind tho Change Order dated December 24, 2015. All documents comprising the Bonded Contract are specifically incorporated into and made a patt of this ‘Takeover Agreement. 3, The City agrees that the terms of § A.1L.4 of the General Conditions for the Bonded Contract’ are fully applicable to the work to bo performed under this Agreement. The City agrees to maintain property insurance coverage for the Project pursuant to § A.11.4 of the General Conditions for the petiod of the work to be performed under this Agreement, The City acknowledges that the waiver of subrogation set out in the General Conditions at § A.11,4.7 is fully applicable to the work performed under this ‘Agreement and applies in all respects to tho Surety and the Completion Contractor in addition to the other parties explicitly referenced therein, I, COMPLETION CONTRACTOR: 4. ‘The completion work under the Bonded Contract shall be constructed by a “Completion Contractor” selected and retained by the Strety in its discretion. The Completion Contractor shall prepare and the Surety will sign, submit, and be responsible for payment requisitions to the City in the form and manner required under the Contact, and. shall be authorized to take such other acts on bebalf of the Surely as may be necessary for the administration of the Contract and the completion work, The City shall have the right to demand the replacement of the Completion Contractor by the Surety on the same grounds as ‘would suffice to declare a default of the Bonded Contractor under the Bonded Conttact ‘The Surety shall have the sight at any time to elect to replace the Completion Contractor in its absolute discretion, 5. The Surety shall compensate tho Completion Contractor in accordance with, ‘the terms of the agreement between those parties. The Completion Conttactor shall have no tights directly or indirectly against the City or the City's representatives or agents to receive payment for its work under this Takeover Agreement, mL INDED CO? ACCOUNTING: 6. The Surety alleges that the financial status of the Bonded Contract between DoNo and the Bonded Contractor is as follows: (@® The original contract price $ 53,550,000.00 () Change orders No, 1- 4 and CCD’s No. 1-5 result in an increase of $9,704,905.00 (© Revised Bonded Contract Amount $63,254,905.00 (@ Payments to or on behalf of the Bonded Contractor $ 54,666,069.00 (© Post Temination Payments for Fire Protection $37,725.00 (® Adjusted Bonded Contract balance, including retainage.. $ 8,551,110.00 ‘The City alleges that because the Bonded Contractor failed to reach substantial completion ‘on the Project by May 17,2016, the Change Order dated December 24, 2015 for the amount of $7,573,079 is invalid. ‘The City further alleges that it was required to pay the original ‘guaranteed maximum price of $56,000,000.00 to DoNo for completion of the Project in accordance with the DSA and thet, as of the date of this Agreement, it bas paid $57,116,069.34 to DoNo, Therefore, the adjusted contract balance under the DSA is a credit, of 81 116,069.34. Both parties reserve their rights to challenge the other party's alleged Bonded Contract Acconnting, IV, GITY’S PAYMENT OF BONDED CONTRACT FUNDS TO THE SURETY: 7. ‘The City claims that it has $4,401,439.19 remaining in the Ballpark account. ‘The City will withhold; (a) the amounts necessary to pay vendors for FF&B commitments, ‘or $2,894,195.46; (b) amounts spent for security, leaks and fire protection of the Ballpark post termination, or $141,203.69; and (c) settlement with Arch in the amount of $300,000 for itomized and ur-itemized, out-of pocket costs, fees and expenses alleged!y incurred as a result of the Bonded Contractor’s termination (including but not limited to for attorney’s fees, consulting fees, litigation expenses, and architect and designer costs and fees paid or incurred by the City for services provided before or after the Bonded Contractor's teemination), The City will pay the remaining amount of $ 1,066,040.04 fo the Sucety for completion of the Bonded Project (“Available Contract Funds”), Payment of the Available Contract Funds will be made to the Surety as follows: (1) $ 408,020.02 within ten (10) days following the execution of this Takeover Agreement; (2) $ 408,020.02 within ten (10) days following the Surety issuing @ notiee to proceed fo a Completion Contractor; and (3) $250,000 at substantial completion. The Available Contract Funds may not be reduced or set-off for any liability that the Bonded Contractor may have to the City and which is not or ‘may not be covered by the Performance Bond, other than the amount expressly reserved in this Agreement, The Available Contract Funds are not subject to reduction or set-off for any’ claims asserted by the City or any expenses incurred by the City (including as to delay or liquidated damages) which arose before the date of this Takeover Agreement and which are not specifically addressed by this Takeover Agreement, The Available Contract Funds are not subject to any reduction or set-off for any claims asserted by third parties to this Agreement, The Surety shall indemnify and hold harmless the City, up to the amount paid by the City to the Surety under this Takeover Agreement, against all losses, liability, judgments, costs and expenses that may result fiom any olaim, action, or legal proceeding brought by any third party to this Agreement (other than DoNo ot the Bonded Contractor) ‘based upon the contention that any such sum paid to the Surety under this paragraph should not have been paid to the Surety and should instead have been paid to such claimant, and the Surety will defend the City ftom any such claim, action or egal proceeding, atthe Sutcy’s cost and expense; provided, however, that notice of such claim, action or legal proceeding shall be given to the Surely as soon as practicable and is a prerequisite to the obligations to defend, indemnify and hold harmless, The Available Contract Funds will be used by the Surety solely to complete and pay for the work performed pursuant to or necessary for the completion of the Bonded Contract. Notwithstanding the terms of the Bonded Contract and the City’s timing and eveluation of payment applications submitted to the City by the Surety, the Surety will haye complete discretion as to the timing and amounts of disbursements fiom the Available Contract Funds so long as the funds are applied to facilitate completion ofthe Bonded Contract scope. V. SCHEDULING OF WORK: 8. The schedule for the sturt and completion of the work required to be performed under this Takeover Agreement is set out in Exhibit 2 (to be provided). The completion schedule has been reviewed and accepted by a representative of the Surely, the City and the Completion Contractor. Under no ciroumstances is such a schedule intended to modify or extend any schedules previously agreed upon between the City and DoNo and/or ‘the Bonded Contactor, The dates of Takeover Substantial Completion and Takeover Final Completion shall not impact any deadlines agreed upon prior to this Takeover Agreement. VI. DUTY TO COOPRRATI 9. The City shall cooperate fully with the Surety and the Completion Contractor in the completion of the required work under the Bonded Contract, The City will tocess pay applications and requests for change otdets properly owing to the Surety per the Contract terms, The City shall approve, deny, or request further information for, all submissions socking approval for the use of materials within seven weekdays from the date of receipt of the submission by the City, The City shall keep the Surety fully apprised of all facets of the completion work, including promptly transmitting copies to the Surety's reptesentative of all written communications to the Completion Contractor. For these purposes, the Surety desighates, as its representative:_Cashin Spinelli & Ferretti LLC (°CSP"), The Surety shall keep the City fully apprised of all facets of the completion work. For theso purposes, the City designates, as its representative; Michael Looney, 10. This subparagraph addresses work performed on the Project site not under the direction of the Completion Contractor by contractors or other entities performing work on the Project site for the City, the Surety, the Team or their agents (referred to collectively as “Third Parties”) subsequent to the date of this Agreement, The Surety and City agree that Third Patties will not be afforded access to the site to perform work therein unless they produce a declarations page from a current liability policy and siga an agreement to indemnify and hold harmless the City, the Surety, CSF and the Completion Contractor from Liability for property damage or personal in) is negligent acts or omissions, VI PENAL SUM ABSOLUTE LIMIT: 11, All payments made toward completion of the Bonded Contract by the Surety from its own funds (i., other than as paid or reimbursed to it by the City) shall be deemed to be payments under the Performance Bond, and the penal sun limit of liability of the Surety under such Performance Bond shall be deemed to be reduced by the amounts of any ‘such payments mado by the Surety, Nothing contained in this Agreement shall be deemed to increase ot extend the liability of the Surety beyond the limit of liability set forth in its Performance Bond, The City hereby and forever waives auy right it may have against the Surety to recover damages or demand performance to the extent that any such damages or performance is in excess of the penal sun of the Performance Bond. ‘VI RESERVATIONS OF RIGHTS: 12, _ Allofthe rights, claims and defenses of the City against the Bonded Contractor, DoNo, LLC are fully reserved, including but not limited to claims alleging delays or liquidated damages, Except as specifically referenced in Paragraph 15, ina, all of the rights, claims and defenses of the City against the Surety in relation to the Bonded Project are fully reserved, All of the tights, claims and defenses of the Surety, the Bonded Contractor and DoNo ageinst the City are fully reserved, including but not limited to claims and defenses under the Bonded Contract and the Performance Bond. All of the damages claims and all defenses thereto that could be asserted by any patty in any dispute process relating to the Bonded Project ot the Bonds are fully reserved. This reservation of rights includes but is not limited to claims by the Surety or the Bonded Conteactor for recavery from the City of any sums paid by the Surety pursuant to this Takeover Agreement to complete the Bonded Project. Nothing herein is intended nor should be construed to preciude as one measure of damages in any dispute process the losses incurred by the Surety in completing work under this Takeover Agrocment or any amounts paid fo the Surety by any party to indemnify the Surety for costs incurred by the Surety in completing the work under this Takeover Agreement, Notwithstanding the foregoing and in order to facilitate completion of the Bonded Project, the City waives defenses to payment for alleged extra work performed subsequont to the execution of this “Takeover Agreement fo the extent based on an alleged failure to seek prior approval for an alleged extra and/or to secure a signed change order or construction change directive {in advance of commencing work rogarding an alleged extra. This waiver of defenses does not apply to claims by the City, if any, that the Bonded Contractot failed to seek prior approval for an alleged extra and/or to secure a signed change order or construction change directive and/or to otherwise seek extensions of time in accordance with contractual requirements at times prior to its termination from the Project. 13, Except as specifically referenced herein, the parties reserve all rights, remedies and defenses they may have against any person or legal entity not a signatory hereto, including but not limited to DoNo, LLC, the Bonded Contractor, ‘suppliers, ‘subeontmetors, engineers, architects and other contractors or subcontractors, Nothing contained in this Takeover Agreement is intended to create any rights or remedies in favor of, or otherwise in any manner to inure to the benefit of, any person or legal entity not a signatory hereto. The patties specifically acknowledge that the question of whether the Surety or any other party has liability for claims that are or may be asserted by other contractors or other entities which are not parties to this Takeover Agreement is to be determined by the legal rights and remedies that existed prior to the execution of this Takeover Agreement. 14. Nothing herein is intended nor shall be construed as a waiver of any of the Sutety’s rights, claims or defenses against the Bonded Contractor or its indemmnitors. All of the Surety’s rights, claims and defenses against the Bonded Conttactor and its indemnitors are fully reserved, including but not limited to those sights arising under the common law and any applicable agreements of indemnity executed in favor of the Surety. Vill. PERFORMANCE BOND- WAIVERS AND CONTINGENT RELBASE : 15, Notwithstanding Paragraph 12, supra: ‘a, Except as to subpart b of this paragraph, the City and HSA hereby waive and release the Surety for all costs, fees, and expenses incurred by the City or HSA as a result of the Bonded Contractor’s termination, including but not limited to for attomey’s fees, consulting fees, litigation expenses, and architect and designer costs and fies paid or inoutred by the City or HSA for services provided before or affer the Bonded Contractor's termination and for all costs, fees and expenses otherwise recoverable under 7(¢) (1) of the DSA and the Terms and Conditions to the Bonded Contract at §§ A.4 and Ald, ’, In the event that the Bonded Project is substantially complete by no later than (-to be provided), the Cily and HSA hereby waive and release the Surety fom any further claims they may have against the Surety under the Performance Bond in relation fo the Project, including but not limited to, claims for delay or liguidated damages. Such release would become effective as of the date of final acceptance of the Project. ©. The City and HSA hereby waive all claims against the Completion Contractor for consequential damages or delay damages atising out of the ‘work to be performed by the Completion Contractor. Notwithstanding the foregoing, to the extent that the Surety asserts any claims against the City and/or HSA based on events on the Bonded Project arising prior to of aftor the execution of this Takeover Agreement, the City and HSA reserve the right to assert against the Surely as recoupment defenses any and all claims and defenses against the Bonded Contractor or the Surety relating to events occurring prior to or after the execution of this Takeover Agreement. Nothing in the Paragraph shall be interpreted 1s a release or waiver of any kind of the Bonded Contractor or DoNo, LLC. IX, PAYMENT BOND: 16, The Surety's Payment Bond remains in full force and effect as to claims asserted for services or materials provided to the Project by the Bonded Subcontractor’s subcontractors, laborers and vendors either prior to or subsequent to the date of this ‘Takeover Agreement. Nothing in this Takeover Agreement is intended nor should be construed to expand of contract the operative effect of the Payment Bond, X. CHOICROF LAW: 17. This Takoover Agreement shall be governed by, construed and enforced in, accordance with the Iaws of the State of Connecticut. XL NOTICE: 18. Any formal notice which is expressly required by either the Bonded Contract or this ‘Takeover Agreement must be in writing and may be delivered in person to any party or may be sent by a facsimile transmission, telegraph, courier, or registered or certified U.S. mail, with postage prepaid, return receipt requested. E-mail is not an acceptable communication method for formal notices though it is eceptable for the transaction of daily business regarding the Project. Any such formal notice shall be deemed received by the party to whom it is sent (i) in the case of delivery by hand or delivery by reputable national or local courier (such as United Parcel Service or Federal Express), on the date of actual delivery to the party to whom such notice is addressed, (ii) in the ease of facsimile trmsmission or telegram, one working day after the date of successful transmission (provided that an additional copy of such notice is subsequently received within three (3) days of the facsimile transmission using the methods in (i) or iid), and (ii) in the case of registered or certified mail, the date receipt is acknowledged on the retura receipt for such notice, All such formal notices shall be sent to the persons and addresses listed below: Ito City: Howard Rifkin, Esq. City of Hartford Corporation Counsel 550 Main Street, Suite 210 Hartford, CT 06103 Ito Surety: Joel Beach, AVP ‘Arch Insurance Co. ‘Three Parkway, Suite 1500 Philadelphia, PA 19102 ‘The addresses and persons listed may be changed at any time by giving written notice in accordance with this Article, XIL CONTRACT INTERPRETATION: 19. This Takeover Agreement may be independently exeetted in any number of counterparts each of which when exeouted and delivered, shall constitule an agreement vwinich shall be binding upon all parties notwithstanding that the signatures of all parties and/or their designated representatives do not appear on the same page. Facsimile signatures shall have the same effect as original signatures, 20, This Takeover Agreement hes been drafted equally by all pasties and shall not be subject to the rule of construction that a written agreement is construed against the party preparing ot drafting the agreement, a1. ‘Takeover Agreement shall extend to and be binding on the parties, their respective successors, heirs and assigns. 22. This Takeover Agreement is fully integrated and its incorporated documents constitute the complete agtecment between the parties regarding the issues addressed herein. No priot statements, oral or written, course of dealing or trade usage shall supplement or elter the terms of this Tekeover Agreement. All discussions and prior agreements are merged herein, ‘This Takeover Agreement replaces and supersedes any statements or representations made by the Surety ot the City, including statements ‘made by their employees, attonneys, consultants and agents, 23. This Tekeover Agreement is not subject to modification except by & iting signed by both of the parties. 24, ‘The Surety’s actions under this Takeover Agreement and its Performance and Payment Bonds shail forever be construed and considered as those of a surety and not a contractor. 25, The parties and their signatories warrant that each has the power and authority fo execute this Takeover Agrecment, The parties have voluntarily executed this ‘Takeover Agreement based on theit own independent investigations. The provisions of ‘this Takeover Agreement shall be interpreted in a manner consistent with cach other to carry out the purposes and intentions of the parties. If for any reason any provision of this Takeover Agreement is held unenforceable or invalid, that provision shall be deemed severed from this Takeover Agreement and the remaining provisions shall not be affected, IN WITNESS WHEREOF, the partics have executed this Takeover Agrooment as of the day and year first above written, ‘THE CITY OF HARTFORD »y eB (ovin)_Luteres 4. Bytowirl Its duly authorized representative HARTFORD STADIUM AUTHORITY 7 wk he. grin Peon A. Fitrpatecek Its duly authorized representative ARCH INSURANCE CO, By, (print Its duly authorized representative ACKNOWLEDGEMENT ‘On the __ day of. 2016, personally came ____. to me known, ‘who, being by me duly sworn, did depose and say that s/he isthe ‘of Arch Insurance Company (“Surety”), the corporation described in and which exeoated the above Agreement and that swhe was authorized by the Surety to execute this Agreement on its behalf, Notary Public 10 ACKNOWLEDGEMENT On the fay of. Ocke _,2016, personally came Luke fl Beigto me known, who, being by me duly sworn, did depose and say that she isthe © of The City of Hartford (“City”), the municipality desctibed in and which executed the above Agreement and that she was authorized by the City to execute this Agreement on its behalf, hile: Notary fae Cece rn TMARITZA W. BRAITHWAITE atary Publ, tate of Gonaeotcut ACKNOWLEDGEMENT iy commis peg fh 28 2018 On the (7. day of QMiphev, 2016, personally came Suan UW Ftzphuigdéo me known, ‘who, being by me duly sworn, did depose and say that s/he isthe Execaitive. Dh ___-__ of Hartford Stadium Authority (HSA), the entity describod in and which exceuted the above Agreement and that s/he was authorized by the HSA fo execute this Agreeméut * on its behalf, : Neary Public ‘WHLNELA SANTOS &. Noly Pel, Sia of omneatat a 135912 Ny Conmision gs Oem, 206 _ Ferm: RB02517141., Rave: 22 Dots: 120201697301 AM IN WITNESS WHERKOR, the partcs have exoonted this Takeover Apreement as of the tay and year above writen, ‘THE CITY OF HARTFORD. _ re (erin, Lawes As Byconand its duly authorlzed: {mpronnainve HARTFORD STADIUM AUTHORITY wl? A (qian Sten A Fispaick Tia duly thorized tepitoatative ARCHINSURANCE CO. Mh oh (oan Bios Ade WA cg aero td ‘ts duly enthorioed representative ACKNOWLEDGEMENT onthe? ay ut Oat 2016 potsohally come Mi 4a {9 ng no, ‘who, boing by mé duly sworn, did depose arid Sty that s/s. thi Ved of Arch Towarance: Compeny (Suro, tho eaxporetion deserted end wii ‘exenated the above Agrtcment acc that sfhe was authorized by the Surety to ewecute this ‘Notmy Public

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