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HomeMy WebLinkAbout2009 Kreizenbeck Construction AIA Meridian Waer Department Bldg. Sr',--rAIA Document B801 CMa - 1992 Standard Form of Agreement Between Owner and Construction Manager where the Construction Manager is NOT a Constructor AGREEMENT made as of the First day of December in the year of Two Thousand Six (In words, indicate day, month and year) ADDITIONS AND DELETIONS: The author of this document has BETWEEN the Owner: added information needed for its (Name and address) completion.The author may also have revised the text of the original City of Meridian AIA standard form.An Additions and 660 East Watertower, Suite 200 Deletions Report that notes added Meridian,Idaho 83642 information as well as revisions to the standard form text is available and the Construction Manager: from the author and should be (Name and address) reviewed.A vertical line in the left margin of this document indicates Kreizenbeck Constructors,Limited Liability Company where the author has added 251 East Front Street necessary information and where Suite 110 the author has added to or deleted Boise,Idaho 83702 from the original AIA text. This document has important legal for the following Project: consequences. Consultation with an (Include detailed description of Project, location, address and scope.) attorney is encouraged with respect to its completion or modification. 06-021 Meridian Water Department Building This document is intended to be 2235 Northwest 8th Street Meridian,Idaho 83642 used in conjunction with the 1992 editions of AIA Documents This project consists of a 10,600 square foot single story building of construction class g1411CMa,A101/CMa and IIIB. In addition to normal building construction tasks, this work also includes A2011CMa. construction of fencing and temporary parking areas. The Architect is: (Name and address) BRS Architects 1010 S. Ailante Street,Suite 100 Boise,ID 83709 The Owner and Construction Manager agree as set forth below. AIA Document B801 T"CAAa—1992.Copyright ®1973,1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIO Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the taw. This document was produced by AIA software at 13:45:01 on 12l1212006 under order No.1000216595_1 which expires on 111712007,and is not for resale. User Notes: (3144937434) ARTICLE 1 CONSTRUCTION MANAGER'S RESPONSIBILITIES §1.1 CONSTRUCTION MANAGER'S SERVICES §1.1.1 The Construction Manager's services consist of those services performed by the Construction Manager, Construction Manager's employees and Construction Manager's consultants as enumerated in Articles 2 and 3 of this Agreement and any other services included in Article 14. §1.1.2 The Construction Manager's services shall be provided in conjunction with the services of an Architect as described in the edition of AIA Document B 141,Standard Form of Agreement Between Owner and Architect, current as of the date of this Agreement. The AIA Document B 141 was executed before Owner considered engaging a Construction Manager for this Project. Owner shall notify Architect of the involvement of the Construction Manager and Owner shall negotiate with Architect any necessary modifications to the AIA Document B 141 to accommodate and incorporate the Construction Manager's services into the Project. §1.1.3 The Construction Manager shall provide sufficient organization,personnel and management to carry out the requirements of this Agreement in an expeditious and economical manner consistent with the interests of the Owner. §1.1.4 The services covered by this Agreement are subject to the time limitations contained in Section 13.5.1. ARTICLE 2 SCOPE OF CONSTRUCTION MANAGER'S BASIC SERVICES §2.1 DEFINITION §2.1.1 The Construction Manager's Basic Services consist of those described in Sections 2.2 and 2.3 and any other services identified in Article 14 as part of Basic Services. §2.2 PRE-CONSTRUCTION PHASE §2.2.1 The Construction Manager shall review the program furnished by the Owner to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner. §2.2.2 The Construction Manager shall provide a preliminary evaluation of the Owner's program,schedule and construction budget requirements,each in terms of the other. §2.2.3 Based on early schematic designs and other design criteria prepared by the Architect,the Construction Manager shall prepare preliminary estimates of Construction Cost for program requirements using area,volume or similar conceptual estimating techniques.The Construction Manager shall provide cost evaluations of alternative materials and systems. §224 The Construction Manager shall expeditiously review design documents during their development and advise on proposed site use and improvements, selection of materials,building systems and equipment,and methods of Project delivery.The Construction Manager shall provide recommendations on relative feasibility of construction methods,availability of materials and labor,time requirements for procurement,installation and construction,and factors related to construction cost including,but not limited to,costs of alternative designs or materials,preliminary budgets,and possible economies. §2.2.5 The Construction Manager shall prepare and periodically update a Project Schedule for the Architect's review and the Owner's acceptance.The Construction Manager shall obtain the Architect's approval for the portion of the preliminary project schedule relating to the performance of the Architect's services.In the Project Schedule,the Construction Manager shall coordinate and integrate the Construction Manager's services, the Architect's services and the Owner's responsibilities with anticipated construction schedules,highlighting critical and long-lead-time items. §2.2.6 As the Architect progress with the preparation of the Schematic,Design Development and Construction Documents,the Construction Manager shall prepare and update,at appropriate intervals agreed to by the Owner, Construction Manager and Architect,estimates of Construction Cost of increasing detail and refinement.The estimated cost of each Contract shall be indicated with supporting detail.Such estimates shall be provided for the Architect's review and the Owner's approval.The Construction Manager shall advise the Owner and Architect if it appears that the Construction Cost may exceed the latest approved Project budget and make recommendations for corrective action. AIA Document B8011mCM8—1992.Copyright ®1973,1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA" Document,or any 2 portion of it,may result in severe civil and criminal penalties,and will be pros _ited to the maximum extent possible under i 'aw. This document was produced by AIA software at 13:45:01 on 12/12/2006 under Order No.1 0002 1 6595_1 which expires on t117/2007,and is not for resale. User Notes: (3 1 4493 743 4) §2.2.7 The Construction Manager shall review the Construction Documents and make recommendations whenever design details adversely affect constructability,cost or schedules. §2.2.8 The Construction Manager shall be responsible for the assignment of responsibilities for temporary Project facilities and equipment, materials and services for common use of the Contractors.The Construction Manager shall verify that such requirements and assignment of responsibilities are included in the proposed Contract Documents. §2.2.9 The Construction Manager shall allocate responsibilities for safety programs among the Contractors. §2.2.10 The Construction Manager shall advise on the division of the Project into individual Contracts for various categories of Work,including the method to be used for selecting Contractors and awarding Contracts.If multiple Contracts are to be awarded,the Construction Manager shall review the Construction Documents and make recommendations as required to provide that(1)the Work of the Contractors is coordinated,(2)all requirements for the Project have been assigned to the appropriate Contract,(3)the likelihood of jurisdictional disputes has been minimized,and(4)proper coordination has been provided for phased construction. §2.2.11 The Construction Manager shall prepare a Project construction schedule providing for the components of the Work,including phasing of construction,times of commencement and completion required of each Contractor, ordering and delivery of products requiring long lead time, and the occupancy requirements of the Owner.The Construction Manager shall provide the current Project construction schedule for each set of bidding documents. §2.2.12 The Construction Manager shall expedite and coordinate the ordering and delivery of materials requiring long lead time. §2.2.13 The Construction Manager shall assist the Owner in selecting,retaining and coordinating the professional services of surveyors, special consultants and testing laboratories required for the Project. §2.2.14 The Construction Manager shall provide an analysis of the types and quantities of labor required for the Project and review the availability of appropriate categories of labor required for critical phases.The Construction Manager shall make recommendations for actions designed to minimize adverse effects of labor shortages. §2.2.15 The Construction Manager shall assist the Owner in obtaining information regarding applicable requirements for equal employment opportunity programs for inclusion in the Contract Documents. §2.2.16 Following the Owner's approval of the Construction Documents,the Construction Manager shall update and submit the latest estimate of Construction Cost and the Project construction schedule for the Architect's review and the Owner's approval. (Paragraph deleted) §2.2.18 The Construction Manager shall develop bidders' interest in the Project and establish bidding schedules.The Construction Manager,with the assistance of the Architect,shall issue bidding documents to bidders and conduct prebid conferences with prospective bidders.The Construction Manager shall assist the Architect with regard to questions from bidders and with the issuance of addenda. §2.2.19 The Construction Manager shall receive bids,prepare bid analyses and make recommendations to the Owner for the Owner's award of Contracts or rejection of bids. §2.2.20 The Construction Manager shall assist the Owner in preparing Construction Contracts and advise the Owner on the acceptability of Subcontractors and material suppliers proposed by Contractors. §2.2.21 The Construction Manager shall assist the Owner in obtaining building permits and special permits for permanent improvements,except for permits required to be obtained directly by the various Contractors.The Construction Manager shall verify that the Owner has paid applicable fees and assessments.The Construction Manager shall assist the Owner and Architect in connection with the Owner's responsibility for filing documents required for the approvals of governmental authorities having jurisdiction over the Project. AIA Document B801""CMa—1992.Copyright 01973,1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this Ale Document,or any 3 portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:45:01 on 12/12/2006 under order No.1000216595_1 which expires on 1/17/2007,and is not for resale. 13144937434) User Notes: §2.3 CONSTRUCTION PHASE-ADMINISTRATION OF THE CONSTRUCTION CONTRACT §2.3.1 The Construction Phase will commence with the award of the initial Construction Contract or purchase order and, together with the Construction Manager's obligation to provide Basic Services under this Agreement,will end 30 days after final payment to all Contractors is due. §2.3.2 The Construction Manager shall provide administration of the Contracts for Construction in cooperation with the Architect as set forth below and in the edition of AIA Document A201/CMa,General Conditions of the Contract for Construction,Construction Manager-Adviser Edition,current as of the date of this Agreement. §2.3.3 The Construction Manager shall provide administrative,management and related services to coordinate scheduled activities and responsibilities of the Contractors with each other and with those of the Construction Manager,the Owner and the Architect to endeavor to manage the Project in accordance with the latest approved estimate of Construction Cost,the Project Schedule and the Contract Documents. §2.3.3.1 The Construction Manager shall provide a full time Project Superintendent and any necessary assistants during the construction phase. The Project Superintendent shall be approved by the Owner,which shall not be unreasonable withheld. If the Project Superintendent leaves the employ of the Construction Manager, the Construction Manager shall submit his replacement to the Owner for prior approval,which shall not be unreasonably withheld. §2.3.4 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress and scheduling.The Construction Manager shall prepare and promptly distribute minutes to the Owner, Architect and Contractors. §2.3.5 Utilizing the Construction Schedules provided by the Contractors,the Construction Manager shall update the Project construction schedule incorporating the activities of the Contractors on the Project,including activity sequences and durations,allocation of labor and materials,processing of Shop Drawings,Product Data and Samples, and delivery of products requiring long lead time and procurement.The Project construction schedule shall include the Owner's occupancy requirements showing portions of the Project having occupancy priority.The Construction Manager shall update and reissue the Project construction schedule as required to show current conditions.If an update indicates that the previously approved Project construction schedule may not be met,the Construction Manager shall recommend and implement corrective action upon the concurrence of the Owner. §2.3.6 Consistent with the various bidding documents,and utilizing information from the Contractors,the Construction Manager shall coordinate the sequence of construction and assignment of space in areas where the Contractors are performing Work. §2.3.7 The Construction Manager shall endeavor to obtain satisfactory performance from each of the Contractors. The Construction Manager shall recommend courses of action to the Owner when requirements of a Contract are not being fulfilled. The Construction Manager shall implement corrective action to be taken upon the concurrence of the Owner. §2.3.8 The Construction Manager shall monitor the approved estimate of Construction Cost.The Construction Manager shall show actual costs for activities in progress and estimates for uncompleted tasks by way of comparison with such approved estimate. §2.3.9 The Construction Manager shall develop cash flow reports and forecasts for the Project and advise the Owner and Architect as to variances between actual and budgeted or estimated costs. §2.3.10 The Construction Manager shall maintain accounting records on authorized Work performed under unit costs,additional Work performed on the basis of actual costs of labor and materials,and other Work requiring accounting records. §2.3.11 The Construction Manager shall develop and implement procedures for the review and processing of applications by Contractors for progress and final payments. AIA Document B801^'CMa—1992-Copyright 0 1973,1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING:This Al e Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this A10 Document,or any 4 portion of it,may result in severe civil and criminal penatties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:45:01 on 1 2/1 212 006 under Order No.1000216595_1 which expires on 1/17/2007,and is not for resale. User Notes: (31"937434) §2.3.11.1 Based on the Construction Manager's observations and evaluations of each Contractor's Application for Payment,the Construction Manager shall review and certify the amounts due the respective Contractors. §2.3.11.2 The Construction Manager shall prepare a Project Application for Payment based on the Contractors' Certificates for Payment. The Construction Manager shall not submit a Project Application for Payment more than once a month unless agreed to by the Owner. §2.3.11.3 The Construction Manager's certification for payment shall constitute a representation to the Owner,based on the Construction Manager's determinations at the site as provided in Section 2.3.13 and on the data comprising the Contractors' Applications for Payment,that,to the best of the Construction Manager's knowledge,information and belief,the Work has progressed to the point indicated and the quality of the Work is in accordance with the Contract Documents.The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion,to results of subsequent tests and inspections,to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed by the Construction Manager.The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. §2.3.11.4 The issuance of a Certificate for Payment shall not be a representation that the Construction Manager has (1)made exhaustive or continuous on-site inspections to check the quality or quantity of the Work,(2)reviewed construction means,methods,techniques,sequences for the Contractor's own Work,or procedures,(3)reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment or(4)ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. §2.3.12 The Construction Manager shall review the safety programs developed by each of the Contractors for purposes of coordinating the safety programs with those of the other Contractors.The Construction Manager's responsibilities for coordination of safety programs shall not extend to direct control over or charge of the acts or omissions of the Contractors,Subcontractors,agents or employees of the Contractors or Subcontractors,or any other persons performing portions of the Work and not directly employed by the Construction Manager. §2.3.13 The Construction Manager shall determine in general that the Work of each Contractor is being performed in accordance with the requirements of the Contract Documents,endeavoring to guard the Owner against defects and deficiencies in the Work.As appropriate,the Construction Manager shall have authority,upon written authorization from the Owner,to require additional inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated,installed or completed. The Construction Manager,in consultation with the Architect,may reject Work which does not conform to the requirements of the Contract Documents. §2.3.14 The Construction Manager shall schedule and coordinate the sequence of construction in accordance with the Contract Documents and the latest approved Project construction schedule. §2.3.15 With respect to each Contractor's own Work,the Construction Manager shall not have control over or charge of and shall not be responsible for construction means,methods,techniques,sequences or procedures,or for safety precautions and programs in connection with the Work of each of the Contractors,since these are solely the Contractor's responsibility under the Contract for Construction.The Construction Manager shall not be responsible for a Contractor's failure to carry out the Work in accordance with the respective Contract Documents.The Construction Manager shall not have control over or charge of acts or omissions of the Contractors, Subcontractors, or their agents or employees,or any other persons performing portions of the Work not directly employed by the Construction Manager. §2116 The Construction Manager shall transmit to the Architect requests for interpretations of the meaning and intent of the Drawings and Specifications,and assist in the resolution of questions that may arise. §2.3.17 The Construction Manager shall review requests for changes,assist in negotiating Contractors' proposals, submit recommendations to the Architect and Owner,and,if they are accepted,prepare Change Orders and Construction Change Directives which incorporate the Architect's modifications to the Documents. AIA Document B001 TmCMa—1992.Copyright ®1973.1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING:This A10 Document is protected by U.S.Copyright Law and International Trestles.Unauthorized reproduction or distribution of this AJA° Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:45:01 on 1 2/1 212 00 6 under Order No.1000216595.1 which expires on 1/17/2007,and is not for resale. User Notes: (3144937434) §2.3.18 The Construction Manager shall assist the Architect in the review,evaluation and documentation of Claims. §2.3.19 The Construction Manager shall receive certificates of insurance from the Contractors and forward them to the Owner. §2.3.20 In collaboration with the Architect,the Construction Manager shall establish and implement procedures for expediting the processing and approval of Shop Drawings,Product Data,Samples and other submittals.The Construction Manager shall review all Shop Drawings,Product Data,Samples and other submittals from the Contractors.The Construction Manager shall coordinate submittals with information contained in related documents and transmit to the Architect those which have been approved by the Construction Manager.The Construction Manager's actions shall be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner or Contractors. §2.3.21 The Construction Manager shall record the progress of the Project. The Construction Manager shall submit monthly written progress reports to the Owner and Architect including information on each Contractor and each Contractor's Work,as well as the entire Project,showing percentages of completion.The Construction Manager shall keep a daily log containing a record of weather,each Contractor's Work on the site,number of workers, identification of equipment,Work accomplished,problems encountered,and other similar relevant data as the Owner may require. §2.3.22 The Construction Manager shall maintain at the Project site for the Owner one record copy of all Contracts, Drawings,Specifications,addenda,Change Orders and other Modifications,in good order and marked currently to record changes and selections made during construction,and in addition,approved Shop Drawings,Product Data, Samples and similar required submittals.The Construction Manager shall maintain records,in duplicate,of principal building layout lines,elevations of the bottom of footings, floor levels and key site elevations certified by a qualified surveyor or professional engineer.The Construction Manager shall make all such records available to the Architect and upon completion of the Project shall deliver them to the Owner. §2.3.23 The Construction Manager shall arrange for the delivery,storage,protection and security of Owner- purchased materials,systems and equipment that are a part of the Project until such items are incorporated into the Project. §2.3.24 With the Architect and the Owner's maintenance personnel,the Construction Manager shall observe the Contractors' final testing,commissioning,and start-up of utilities,operational systems and equipment. Commissioning shall in this instance mean the effort required to demonstrate that the mechanical and electrical systems of this building work and work together to accomplish the designed environment, §2.3.25 When the Construction Manager considers each Contractor's Work or a designated portion thereof substantially complete,the Construction Manager shall,jointly with the Contractor,prepare for the Architect a list of incomplete or unsatisfactory items and a schedule for their completion.The Construction Manager shall assist the Architect in conducting inspections to determine whether the Work or designated portion thereof is substantially complete. §2.3.26 The Construction Manager shall coordinate the correction and completion of the Work.Following issuance of a Certificate of Substantial Completion of the Work or a designated portion thereof,the Construction Manager shall evaluate the completion of the Work of the Contractors and make recommendations to the Architect when Work is ready for final inspection.The Construction Manager shall assist the Architect in conducting final inspections. §2.3.27 The Construction Manager shall secure and transmit to the Architect warranties and similar submittals required by the Contract Documents for delivery to the Owner and deliver all keys,manuals,record drawings and maintenance stocks to the Owner.The Construction Manager shall forward to the Architect a final Project Application for Payment upon compliance with the requirements of the Contract Documents. §2.3.28 Duties,responsibilities and limitations of authority of the Construction Manager as set forth in the Contract Documents shall not be restricted,modified or extended without written consent of the Owner,Construction Manager,Architect and Contractors.Consent shall not be unreasonably withheld. AIA Document BII01"'CMa—1992-Copyright 01973,1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING:This Ale Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this Ate Document,or any fi portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:45:Of on 1211 2l2006 under Order No.t 00021 fi595_t which expires on 1 11 71200 7,and is not for resale. User Notes: (3144937434) §2.3.29 The Construction Manager shall provide coordination and procurement efforts during the Contractor's one (1)year period of correction of Work for any repair or maintenance services for work performed as part of this construction project, Compensation for such effort shall be included as part of basic compensation for construction phase services. §2.3.30 The Construction Manager with the Architect and Owner shall conduct a site visit prior to the expiration of the Contractor's one(1)year period of correction of Work regardless of final payment of compensation to the Construction Manager, ARTICLE 3 ADDITIONAL SERVICES §3.1 GENERAL §3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 14, and they shall be paid for by the Owner as provided in this Agreement,in addition to the compensation for Basic Services.The Optional Additional Services described under Section 3.3 shall only be provided if authorized or confirmed in writing by the Owner.If services described under Contingent Additional Services in Section 3.2 are required due to circumstances beyond the Construction Manager's control,the Construction Manager shall notify the Owner prior to commencing such services.If the Owner deems that such services described under Section 3.2 are not required,the Owner shall give prompt written notice to the Construction Manager.If the Owner indicates in writing that all or part of such Contingent Additional Services are not required,the Construction Manager shall have no obligation to provide those services. §3.2 CONTINGENT ADDITIONAL SERVICES §3.2.1 Providing services required because of significant changes in the Project including,but not limited to, changes in size,quality,complexity or the Owner's schedule. §3.2.2 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such Work. §3.2.3 Providing services made necessary by the termination or default of the Architect or a Contractor,by major defects or deficiencies in the Work of a Contractor,or by failure of performance of either the Owner or Contractor under a Contract for Construction. §3.2.4 Providing services in evaluating an extensive number of claims submitted by a Contractor or others in connection with the Work, §3.2.5 Providing services in connection with a public hearing,arbitration proceeding or legal proceeding except where the Construction Manager is party thereto. §3.3 OPTIONAL ADDITIONAL SERVICES (Paragraphs deleted) §3.3.6 Providing any other services not otherwise included in this Agreement. ARTICLE 4 OWNER'S RESPONSIBILITIES §4.1 The Owner shall provide full information regarding requirements for the Project,including a 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. §4.2 The Owner shall establish and update an overall budget for the Project based on consultation with the Construction Manager and Architect, which shall include the Construction Cost,the Owner's other costs and reasonable contingencies related to all of these costs. AIA Document 8801 T"CMe—1992.Copyright 0 1973,1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING:This AIR° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIR" Document,or any 7 portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:45:01 on 12/12/2006 under Order No.1000216595_1 which expires on 1/17/2007,and is not for resale. User Notes: (3144937434) (Paragraph deleted) §4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner,or such authorized representative,shall render decisions in a timely manner pertaining to documents submitted by the Construction Manager in order to avoid unreasonable delay in the orderly and sequential progress of the Construction Manager's services. §4.5 The Owner shall retain an architect whose services,duties and responsibilities are described in the edition of AIA Document B 141,Standard Form of Agreement Between Owner and Architect,current as of the date of this Agreement.The Terms and Conditions of the Agreement Between the Owner and Architect shall be furnished to the Construction Manager and shall not be modified without written consent of the Construction Manager, which consent shall not be unreasonably withheld.The Construction Manager shall not be responsible for actions taken by the Architect. §4.6 The Owner shall furnish structural,mechanical,chemical,air and water pollution tests,tests for hazardous materials,and other laboratory and environmental tests,inspections and reports required by law or the Contract Documents. §4.7 The Owner shall furnish all legal,accounting and insurance counseling services as may be necessary at any time for the Project,including auditing services the Owner may require to verify the Contractors' Applications for Payment or to ascertain how or for what purposes the Contractors have used the money paid by or on behalf of the Owner. §4.8 The Owner shall furnish the Construction Manager with a sufficient quantity of Construction Documents. §4.9 The services,information and reports required by Sections 4.5 through 4.8 shall be furnished at the Owner's expense,and the Construction Manager shall be entitled to rely upon the accuracy and completeness thereof. §4.14 Prompt written notice shall be given by the Owner to the Construction Manager and Architect if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. §4.11 The Owner reserves the right to perform construction and operations related to the Project with the Owner's own forces,and to award contracts in connection with the Project which are not part of the Construction Manager's responsibilities under this Agreement.The Construction Manager shall notify the Owner if any such independent action will interfere with the Construction Manager's ability to perform the Construction Manager's responsibilities under this Agreement.When performing construction or operations related to the Project,the Owner agrees to be subject to the same obligations and to have the same rights as the Contractors. §4.12 Information or services under the Owner's control shall be furnished by the Owner with reasonable promptness to avoid delay in the orderly progress of the Construction Manager's services and the progress of the Work. ARTICLE 5 CONSTRUCTION COST §5.1 DEFINITION §5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Architect. §5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed,specified,selected or specially provided for by the Architect,plus a reasonable allowance for the Contractors' overhead and profit.In addition,a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction.Except as provided in Section 5.1.3,Construction Cost shall also include the compensation of the Construction Manager and Construction Manager's consultants. §5.1.3 Construction Cost does not include the compensation of the Architect and Architect's consultants,costs of the land,rights-of-way,financing or other costs which are the responsibility of the Owner as provided in Article 4.If any portion of the Construction Manager's compensation is based upon a percentage of Construction Cost,then AIA Document B801'MCMa-1992.Copyright 0 1973,1980 and 1992 by The American institute of Architects. All rights reserved. WARNING:This Al e Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this Ale Document,or any a portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:45:01 on 1 211 2/200 6 under Order No.1000216595_1 which expires on 1/1 712 007,and is not for resale. User Notes: (3144937434) Construction Cost,for the purpose of determining such portion,shall not include the compensation of the Construction Manager or Construction Manager's consultants. §5.2 RESPONSIBILITY FOR CONSTRUCTION COST §5.2.1 Evaluations of the Owner's Project budget,preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Construction Manager represent the Construction Manager's best judgment as a person or entity familiar with the construction industry. It is recognized,however,that neither the Construction Manager nor the Owner has control over the cost of labor, materials or equipment,over Contractors' methods of determining bid prices,or over competitive bidding,market or negotiating conditions. Accordingly,the Construction Manager cannot and does not warrant or represent that bids or negotiated prices will not vary from the Project budget proposed,established or approved by the Owner,or from any cost estimate or evaluation prepared by the Construction Manager. §5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget unless such fixed limit has been agreed upon in writing and signed by the parties hereto.If such a fixed limit has been established,the Construction Manager shall be permitted to include contingencies for design,bidding and price escalation,and shall consult with the Architect to determine what materials,equipment,component systems and types of construction are to be included in the Contract Documents,to suggest reasonable adjustments in the scope of the Project,and to suggest inclusion of alternate bids in the Construction Documents to adjust the Construction Cost to the fixed limit.Fixed limits,if any,shall be increased in the amount of any increase in the Contract Sums occurring after execution of the Contracts for Construction. §5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after submittal of the Construction Documents to the Owner,any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. §5.2.4If a fixed limit of Construction Cost(adjusted as provided in Section 5.2.3)is exceeded by the sum of the lowest bona fide bids or negotiated proposals plus the Construction Manager's estimate of other elements of Construction Cost for the Project,the Owner shall: .1 give written approval of an increase in such fixed limit; .2 authorize rebidding or renegotiating of the Project within a reasonable time, .3 if the Project is abandoned,terminate in accordance with Section 9.3;or A cooperate in revising the Project scope and quality as required to reduce the Construction Cost. §5.2.5 If the Owner chooses to proceed under Section 5.2.4.4,the Construction Manager, without additional charge, shall cooperate with the Owner and Architect as necessary to bring the Construction Cost within the fixed limit,if established as a condition of this Agreement. ARTICLE 6 CONSTRUCTION SUPPORT ACTIVITIES §6.1 Construction support activities,if provided by the Construction Manager,shall be governed by separate contractual agreements unless otherwise provided in Article 14. §6.2 Reimbursable expenses listed in Article 14 for construction support activities may be subject to trade discounts, rebates,refunds and amounts received from sales of surplus materials and equipment which shall accrue to the Owner,and the Construction Manager shall make provisions so that they can be secured. ARTICLE 7 OWNERSHIP AND USE OF ARCHITECT'S DRAWINGS,SPECIFICATIONS AND OTHER DOCUMENTS §7.1 The Drawings,Specifications and other documents prepared by the Architect are instruments of the Architect's service through which the Work to be executed by the Contractors is described.The Construction Manager may retain one record set. The Construction Manager shall not own or claim a copyright in the Drawings,Specifications and other documents prepared by the Architect,and unless otherwise indicated the Architect shall be deemed the author of them and will retain all common law,statutory and other reserved rights,in addition to the copyright.All copies of them,except the Construction Manager's record set,shall be returned or suitably accounted for to the Architect,on request,upon completion of the Project.The Drawings,Specifications and other documents prepared by the Architect,and copies thereof furnished to the Construction Manager,are for use solely with respect to this Project.They are not to be used by the Construction Manager on other projects or for additions to this Project AIA Document B801MCNIs—1992.Copyright 0 1973,1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING:This AIA* Document is protected by U.S.Copyright Law and International Treaties.Umi zed reproduction or distribution of this AIO Document,or any portion of it,may result in severe civil and criminal penalty will be pro:. -jted to the maximum extent possible under the law. This document was produced by AIA software at 13:45:01 on 12/12/2006 under Order No.1000216595_1 which expires on 1/17/2007,and is not for resale. User Notes: (3144937434) outside the scope of the Work without the specific written consent of the Owner and Architect.The Construction Manager is granted a limited license to use and reproduce applicable portions of the Drawings,Specifications and other documents prepared by the Architect appropriate to and for use in the performance of the Construction Manager's services under this Agreement. All copies made under this license shall bear the statutory copyright notice,if any,shown on the Drawings, Specifications and other documents prepared by the Architect. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect's copyright or other reserved rights. ARTICLES ARBITRATION 8.5 Refer to Article 14. (Paragraphs deleted) ARTICLE 9 TERMINATION,SUSPENSION OR ABANDONMENT §9.1 This Agreement may be terminated by either party upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. §9.2 If the Project is suspended by the Owner for more than 30 consecutive days,the Construction Manager shall be compensated for services performed prior to notice of such suspension.When the Project is resumed,the Construction Manager's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Construction Manager's services. §9.3 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Construction Manager in the event that the Project is permanently abandoned.If the Project is abandoned by the Owner for more than 90 consecutive days,the Construction Manager may terminate this Agreement by giving written notice. §9.4 Failure of the Owner to make payments to the Construction Manager in accordance with this Agreement shall be considered substantial nonperformance and cause for termination. §9.5 If the Owner fails to make payment when due the Construction Manager for services and expenses,the Construction Manager may,upon seven days' written notice to the Owner, suspend performance of services under this Agreement.Unless payment in full is received by the Construction Manager within seven days of the date of the notice,the suspension shall take effect without further notice.In the event of a suspension of services,the Construction Manager shall have no liability to the Owner for delay or damage caused to the Owner because of such suspension of services. §9.6 In the event of termination not the fault of the Construction Manager,the Construction Manager shall be compensated for services performed prior to termination,together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 9.7. §9.7 Termination Expenses are those costs directly attributable to termination for which the Construction Manager is not otherwise compensated. ARTICLE 10 MISCELLANEOUS PROVISIONS §10.1 Unless otherwise provided,this Agreement shall be governed by the law of the place where the Project is located. §10.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201/CMa, General Conditions of the Contract for Construction,Construction Manager-Adviser Edition,current as of the date of this Agreement. AIA Document B801-CMa—1991 Copyright 0 1973,1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING:This AIA° Document is protected by U.S.Copyright Low and International Treaties.Unauthorized reproduction or distribution of this AIA*Document,or any 10 portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:45:01 on 12/12/2006 under Order No.1000216595_1 which expires on 1/17/2007,and is not for resale. User Notes: (3144937434) (Paragraph deleted) §10.3 Refer to Article 14. §10.4 Waivers of Subrogation.The Owner and Construction Manager waive all rights against each other and against the Contractors,Architect,consultants,agents and employees of any of them,for damages,but only to the extent covered by property insurance during construction,except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A2011CMa,General Conditions of the Contract for Construction,Construction Manager-Adviser Edition,current as of the date of this Agreement.The Owner and Construction Manager each shall require similar waivers from their Contractors,Architect,consultants,agents,and persons or entities awarded separate contracts administered under the Owner's own forces. §10.5 The Owner and Construction Manager,respectively,bind themselves,their partners, successors,assigns and legal representatives to the other party to this Agreement and to the partners,successors,assigns and legal representatives of such other party with respect to all covenants of this Agreement.Neither Owner nor Construction Manager shall assign this Agreement without the written consent of the other. §10.6 This Agreement represents the entire and integrated agreement between the Owner and Construction Manager and supersedes all prior negotiations,representations or agreements,either written or oral.This Agreement may be amended only by written instrument signed by both Owner and Construction Manager. §10.7 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Construction Manager. §10.8 Unless otherwise provided in this Agreement,the Construction Manager and the Construction Manager's consultants shall have no responsibility for the discovery,presence,handling,removal or disposal of or exposure of persons to hazardous materials in any form at the Project site,including but not limited to asbestos,asbestos products,polychlorinated biphenyl(PCB)or other toxic substances. §10.9 The Construction Manager shall be licensed in the State of Idaho and conform to all applicable requirements of Idaho Code,Title 54,Chapter 45. §10.10 Construction Manager shall perform all of Construction Manager's services in compliance with all applicable laws,ordinances,rules,regulations,or orders of any public authority having jurisdiction over the Project, any applicable permits and any recorded covenants,conditions,and restrictions affecting the Site. §10,11.The Construction Manager shall indemnify,defend,and hold harmless the Owner,its officers,agents,and employees from and against any liability,claims,damages, losses,expenses,actions and suits,including but not limited to attorney's fees,arising out of or resulting from the negligent performance or omission by the Construction Manager,its employees,agents,or anyone for whose acts they may be liable under this Agreement. This indemnification shall survive completion of services provided under or the termination of this agreement. The Construction Manager's liability is limited to the limits of insurance set forth in article 14.1. ARTICLE 11 INSURANCE §11.1 CONSTRUCTION MANAGER'S LIABILITY INSURANCE §11.1.1 The Construction Manager shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Construction Manager from claims set forth below which may arise out of or result from the Construction Manager's operations under this Agreement and for which the Construction Manager may be legally liable. .1 claims under workers compensation,disability benefit and other similar employee benefit acts which are applicable to the operations to be performed; .2 claims for damages because of bodily injury,occupational sickness or disease,or death of the Construction Manager's employees; AIA Document B801 TUCMa—1992.Copyright ®1973,1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® Document,or any 11 portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:45:01 on 12/12/2006 under Order No.1000216595_1 which expires on 111712007,and is not for resale. User Notes: (3144937434) .3 claims for damages because of bodily injury,sickness or disease,or death of any person other than the Construction Manager's employees; .4 claims for damages insured by usual personal injury liability coverage which are sustained(1)by a person as a result of an offense directly or indirectly related to employment of such person by the Construction Manager,or(2)by another person; .5 claims for damages,other than to the Work itself,because of injury to or destruction of tangible property,including loss of use resulting therefrom; .6 claims for damages because of bodily injury,death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle. §11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in Article 14 or required by law,whichever coverage is greater. All required coverage,except for any required professional liability coverage,must be written on an occurrence basis and shall be maintained without interruption from date of commencement of services under this Agreement until date of final payment and termination of any coverage required to be maintained after final payment. Policies required by Section 11.1.1 shall name Owner as an additional insured. §11.1.3 The Construction Manager shall provide errors and omissions professional liability insurance in the amount specified in Article 14 on an aggregate limits"claims made"basis. Construction Manager shall maintain the specified levels of aggregate limits"claims made"insurance for no less than two years after completion or termination of Construction Manager's services under this Agreement. §11.1.4 Certificates of insurance acceptable to Owner shall be filed with the Owner prior to performance of services under this Agreement. Each certificate shall contain the following covenant of the issuer: "Should any of the above described policies be cancelled before the expiration date thereof,the issuing company will mail 30 day's written notice to the certificate holder." §11.1.5 Refer to Article 14. ARTICLE 12 PAYMENTS TO THE CONSTRUCTION MANAGER §12.1 DIRECT PERSONNEL EXPENSE §12.1.1 Direct Personnel Expense is defined as the direct salaries of the Construction Manager's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto,such as employment taxes and other statutory employee benefits,insurance,sick leave,holidays,vacations, pensions and similar contributions and benefits. §12.2 REIMBURSABLE EXPENSES §12.2.1 Reimbursable Expense are in addition to compensation for Basic and Additional Services and include expenses incurred by the Construction Manager and Construction Manager's employees and consultants in the interest of the Project,as identified in the following Clauses. §12.2.1.1 Expense of long distance communications and fees paid for securing approval of authorities having jurisdiction over the Project. §12.2.1.2 Expense of reproductions,postage,express deliveries and handling of Drawings, Specifications and other documents. §12.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. §12.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES AIA Document 8801 TMClilla—1992.Copyright 01973.19BO and 1992 by The American Institute of Architects. All rights reserved. WARNING:This AIA° Document is protected by U.S. opyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® Document,or any 12 portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:45:01 on 12/12l2006 under order No.1000216595_1 which expires on 1117/2007,and is not for resale. User Notes: (3144937434) (Paragraph deleted) §12.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable,shall be in proportion to services performed within each phase of service,on the basis set forth in Section 13.2.1. §12.3.3 If and to the extent that the time initially established in Section 13.5.1 of this Agreement is exceeded or extended through no fault of the Construction Manager,compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Section 13.3.1. §12.3.4 When compensation is based on a percentage of Construction Cost 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,in accordance with Section 13.2.1,based on(1)the lowest bona fide bids or negotiated proposals,or(2)if no such bids or proposals are received,the latest approved estimate of such portions of the Project. §12.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES §12.4.1 Payments on account of the Construction Manager's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation of the Construction Manager's statement of services rendered or expenses incurred. §12.5 PAYMENTS WITHHELD §12.5.1 No deductions shall be made from the Construction Manager's compensation on account of penalty, liquidated damages or other sums withheld from payments to Contractors,or on account of the cost of changes in Work other than those for which the Construction Manager has been found to be liable. §12.6 CONSTRUCTION MANAGER'S ACCOUNTING RECORDS §12.6.1 Records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized representative at mutually convenient times. ARTICLE 13 BASIS OF COMPENSATION The Owner shall compensate the Construction Manager as follows: §13.1 AN INITIAL PAYMENT of Zero Dollars and Zero Cents ($ 0.00 )shall be made upon execution of this Agreement and credited to the owner's account at final payment. §13.2 BASIC COMPENSATION §13.2.1 FOR BASIC SERVICES,as described in Article 2,and any other services included in Article 14 as part of Basic Services,Basic Compensation shall be computed as follows: For Pre-Construction Phase Services: (Insert basis of compensation, including stipulated sums, multiples or percentages.) The cost of pre-construction services is included in the fixed percentage fee for construction phase services,unless the project is terminated prior to the start of the construction phase in which case the Owner shall pay the Construction Manager all costs incurred to date not to exceed Six Thousand Five Hundred Dollars($6,500.00). For Construction Phase Services: (Insert basis of compensation, including stipulated sums, multiples or percentages.) Compensation for construction phase is 6.25%of Construction Cost to be fixed at the completion of the bidding phase and incorporated into this Agreement by written addendum. §13.3 COMPENSATION FOR ADDITIONAL SERVICES §13.3.1 FOR ADDITIONAL SERVICES OF THE CONSTRUCTION MANAGER,as described in Article 3,and any other services included in Article 14 as Additional Services,compensation shall be computed as follows: AIA Document B8017MCMa—1992.Copyright ®1973,1980 and 1992 by The American Irstitute of Architects. All rights reserved. WARNING:This AtAe Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAe Document,or any 13 portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was producod by ALA software at 13:45:01 on 1 211 2/2 006 under Order No.1000216595_1 which expires on 1117/2007,and is not for resale. User Notes: (3144937434) (Insert basis of compensation, including rates and/or multiples of Direct Personnel Expense for Principals and employees, and identify Principals and classify employees, if required. Identify specific services to which particular methods of compensation apply, if necessary.) Direct cost plus 6.25%. §13.4 REIMBURSABLE EXPENSES §13.4.1 FOR REIMBURSABLE EXPENSES,as described in Section 12.2,and any other items included in Article 14 as Reimbursable Expenses,a multiple of One ( 1.00 )times the expenses incurred by the Construction Manager and the Construction Manager's employees and consultants in the interest of the Project. §13.4.2 At the completion of the bidding phase,Construction Manager shall present to Owner a budget allowance for Reimbursable Expense which,if approved by Owner,shall be incorporated into this Agreement by written amendment. §13.5 ADDITIONAL PROVISIONS §13.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within Eighteen ( 18) months of the date hereof,through no fault of the Construction Manager,extension of the Construction Manager's services beyond that time shall be compensated as provided in Sections 12.3.3 and 13.3.1. §13.5.2 Payments are due and payable Fifteen ( 15 )days from the date of the Construction Manager's invoice. Amounts unpaid Thirty ( 30 )days after the invoice date shall bear interest at the rate entered below,or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Construction Manager. (Insert rate of interest agreed upon.) 10.25% perannum (Usury laws and requirements under the Federal Truth in Lending Act,similar state and local consumer credit laws and other regulations at the Owner's and Construction Manager's principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.) §13.5.3 The rates and multiples set forth for Additional Services shall be annually adjusted in accordance with normal salary review practices of the Construction Manager. ARTICLE 14 OTHER CONDITIONS OR SERVICES (Insert descriptions of other services, identify Additional Services included within Basic Compensation and modifications to the payment and compensation terms included in this Agreement.) 8.5 Claims,disputes or other matters in question between the parties to this agreement arising out of or relating to this agreement or breach thereof shall be subject to mediation as a condition precedent to the institution of legal or equitable proceedings by either party. 8.5.1 The parties shall endeavor to resolve their claims by mediation which,unless the parties mutually agree otherwise,shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect. Request for mediation shall be filed with the other party to the agreement. The request may be made concurrently with the filing of a legal action but,in such event, mediation shall proceed in advance of legal or equitable proceedings, which shall be stayed pending mediation for a period of sixty(60)days from the date of filing,unless stayed for a longer period by agreement of the parties or court order. . 8.5.2 The parties shall endeavor to mutually agree on an independent,professional mediator within 15 days of the request for mediation. The parties shall share the mediator's fee equally. Agreements reached in Mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. The parties shall pay all of their own expenses associated with mediation,including any attorney fees and travel expenses. AIA Document 8801nrCMe—1992.Copyright ®1973,1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING:This AIA® - -iment is protected by U.S.Copy, y: .Law and International Treaties.Unauthorized reproduction or distribution of this AIO Document,or any 14 portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 1145:01 on 12l12120p6 under Order No.1000216595_1 which expires on 1 n 7/2007,and is not for resale. User Notes: (3144937434) 8.5.3 In the event that legal or equitable proceedings are instituted between the parties to this Agreement to enforce the terms and conditions of this agreement or arising from the breach of any provision hereof,the prevailing party will be entitled to receive from the other party all costs,damages,and expenses,including reasonable attorney's fees,incurred by the prevailing party,whether or not such controversy or claim is litigated or prosecuted to judgment. The prevailing party will be that party who was awarded judgment as a result of trial or other proceeding and determined to be the prevailing party by the judge or other presiding authority. 10.3 Causes of action between the parties to this agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run not earlier than the date of issuance of final Certificate of Payment. AIA Document B801T+ACMa—1992.Copyright ®1973,1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® Document,or any is portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:45:01 on 12/12/2006 under Order No.1000216595_1 which expires on 1/17/2007,and is not for resale. User Notes: {3144937434) §14.1 LIMITS ON INSURANCE The insurance required by Article 11 shall be written for not less than the following limits,or greater if required by law: (Paragraph deleted) 1 1.1.3 Worker's Compensation: a) Slate: Idaho Statutory b) Applicable Federal Statutory c) Employer's Liability $100,000 per accident $500,000 Disease,Policy Limit S 100,000 Disease,Each Employee .Comprehensive or Commercial General Liability(including Premises-Operations; Independent Contractors'Protective, Products and Completed Operations, Broad Form Property Damage): a) Bodily Injury: $1,000,000 Each Occurrence $2,000,000 Aggregate b) Property Damage: S1,000,000 Each Occurrence $2,000,000 Aggregate c) Products and Completed Operations to be maintained for at least three years after final payment: $1,000,000 Aggregate d) Property Damage Liability Insurance shall provide X,C,and U coverage. e) Broad Form Property Damage Coverage shall include Completed Operations. Contractual Liability: a) Bodily Injury: $1,000,000 Each Occurrence b) Property Damage: $1,000,000 Each Occurrence $2,000,000 Aggregate Personal Injury,with Employment Exclusion deleted: $1,000,000 Aggregate Business Automobile Liability(including owned,non-owned and hired vehicles): a) Bodily Injury: $1,000,000 Each Occurrence b) Property Damage: $1,000,000 Each Occurrence Professional Liability: $1,000,000 Aggregate 14.2 See Exhibit"A"attached hereto and made a part thereof. (Rows deleted) This Agreement entered into as of the day and year first written above. OWNER CONSTRUCTION MANAGER (Signature) (Signature) Tammy de Weerd,Mayor David B.Maloney,General Manager (Printed name and title) (Printed name and title) Attest: BEAL - r is, I City Clerk y P AIA Document 8801 TmCM&—1992.Copyright 01973.1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING:This Al e Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAe Document,or any s portic f it,may result in severe civil and criminal Wattles,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:45:01 on 12/1212006 under Order No.1 00 02 1 6595_1 which expires on 1/1 712 00 7,and is not for resale. User Notes: (3144937434) EXHIBIT "A" Meridian City Water Department Building Construction Management Services Project Fee Proposal Date: December 11, 2006 Typical Reimbursable General Conditions Costs: items will be added or deleted as the specific job requires. Superintendent Telephone/Fax Line Job Trailer Set Up Reproduction of Plans/Specs Office Furniture/Supplies Postage/Express Bid Advertising Safety and First Aid Construction Photographs Security Quality Control & Testing Continuous Cleanup/Gopher Surveying/Layout Dust Control Crane/Forklift Trash Containers Small Tools Final Clean Up Project Identification Temporary Heat Temporary Roads and Staging Temporary Protection Temporary Fencing and Trailers Miscellaneous General Conditions Temporary Electric Service Permits and Fees Temporary Power& Light Bond Temporary Electrical Consumption Liability Insurance Temporary Sanitary Facilities Professional Liability Construction Water Service Drinking Water Job Trailer Storage Trailer(if required) Additions and Deletions Report for AIA®Document B801r"'CMa- 1992 This Additions and Deletions Report,as defined on page 1 of the associated document,reproduces below all text the author has added to the standard form AIA document in order to complete it,as well as any text the author may have added to or deleted from the original AIA text.Added text is shown underlined.Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part ei the associated AIA document.This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 13:45:01 on 12/12/2006. PAGE 1 AGREEMENT made as of the First day of December in the year of Two Thousand Six City of Meridian 660 East Watertower,Suite 200 Meridian,Idaho 83642 Kreizenbeck Constructors,Limited Liability Company 251 East Front Street Suite 110 Boise,Idaho 83702 06-021 Meridian Water Department Building 2235 Northwest 8th Street Meridian,Idaho 83642 This project consists of a 10,600 square foot single story buitdin_g of construction class IIIB. In addition to normal building construction tasks,this work also includes construction of fencing and temporary_parking areas. BRS Architects 1010 S. Allante Street,Suite 100 Boise,iD 83709 PAGE 2 §1.1.2 The Construction Manager's services shall be provided in conjunction with the services of an Architect as described in the edition of AIA Document B l^'tea B 141,Standard Form of Agreement Between Owner and Architect, C�Fuetia^",manger-Adviser Edition,current as of the date of this Agreement. The AIA Document B 141 was executed before Owner considered engaging a Construction Manager for this Protect. Owner shall notify Architect of the involvement of the Construction Manager and Owner shall negotiate with Architect any necessary modifications to the AIA Document B 141 to accommodate and incorporate the Construction Manager's services into the Proiect. PAGE §2.2.7 The Construction Manager shall versa#-vAtl-review the n..,^e_;i^d A F^phiteet Fegafding lee Construction Documents and make recommendations whenever design details adversely affect constructability,cost or schedules. §2.2.8 The Construction Manager shall provide Fe an"iens and inf..fmation to the Owner and " yNtee FegaEdifigbe responsible for the assignment of responsibilities for temporary Project facilities and equipment, materials and services for common use of the Contractors.The Construction Manager shall verify that such requirements and assignment of responsibilities are included in the proposed Contract Documents. Additions and Deletions Report for AIA Document 8801 TmCMa—1992.Copyright 01973.19t10 and 1992 by The American Institute of Architects. All rights reserved. WARNING:This AIA' Document is protected by U.S.Copyright Law and International Trestles.Unauthorised reproduction or 1 distribution o1 this AIA* Document,or any portion of h,may result In severe civil and criminal penatties,and will he prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:45:01 on 1 2/1 2120 0 6 under Order No.1000216595_1 which expires on ill7/2007,and is not for resale. User Notes: (3144937434) §2.2.9 The Construction Manager shall allocation of-allocate responsibilities for safety programs among the Contractors. o p PAGE 4 §2.3.3.1 The Construction Manager shall provide a full time Project Superintendent and any necessary assistants during the construction phase. The Project Superintendent shall be approved.by the Owner,which shall not be unreasonable withheld. If the Project Superintendent leaves the employ of the Construction Manager,the Construction Manager shall submit his replacement to the Owner for prior Lipproval,which shall not be unreasonably withheld. §2.3.5 Utilizing the Construction Schedules provided by the Contractors,the Construction Manager shall update the Project construction schedule incorporating the activities of the Contractors on the Project,including activity sequences and durations,allocation of labor and materials,processing of Shop Drawings,Product Data and Samples, and delivery of products requiring long lead time and procurement.The Project construction schedule shall include the Owner's occupancy requirements showing portions of the Project having occupancy priority.The Construction Manager shall update and reissue the Project construction schedule as required to show current conditions.If an update indicates that the previously approved Project construction schedule may not be met,the Construction Manager shall recommend and implement corrective action to-upon the concurrence of the Owner-and ArphitaGt Owner. §2.3.7 The Construction Manager shall endeavor to obtain satisfactory performance from each of the Contractors. The Construction Manager shall recommend courses of action to the Owner when requirements of a Contract are not being fulfilled. The Construction Manager shall implement corrective action to be taken upon the concurrence of the Owner. PAGE 5 §2.3.11.2 The Construction Manager shall prepare a Project Application for Payment based on the Contractors' Certificates for Payment. The Construction Manager shall not submit a Project Application for Payment more than once a month unless agreed to by the Owner. PAGE 6 §2.3.19 The Construction Manager shall receive certificates of insurance from the Contractors and forward them to the wner. §2.3.21 The Construction Manager shall record the progress of the Project. The Construction Manager shall submit monthly written progress reports to the Owner and Architect including information on each Contractor and each Contractor's Work,as well as the entire Project,showing percentages of completion.The Construction Manager shall keep a daily log containing a record of weather,each Contractor's Work on the site,number of workers, identification of equipment,Work accomplished,problems encountered,and other similar relevant data as the Owner may require. §2.3.24 With the Architect and the Owner's maintenance personnel,the Construction Manager shall observe the Contractors' final testing-testing,conunissioningiond start-up of utilities,operational systems and equipment. Commissioning shall in this instance mean the effort required to demonstrate that the mechanical and electrical systems of this building work and work together to accomplish the designed environment. PAGE 7 Additions and Deletions Report for AIA Document B801 TMCMa—1992.Copyright 01973,1980 and 1992 by The American Institute of Architects. All rights reserved. ARNING.-This AIA°Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or 2 distribution of this AIA* Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by ALA software at 13:45:01 on 12/12/2006 under Order No.t 000216595_1 which expires an 1/17/2007,and is not for resa€e. User Notes: (3144937434) §2.3.29 The Construction Manager shall provide coordination and procurement efforts during the Contractor's one year period of correction of Work for any repair or maintenance services for work performed as part of this construction project. Compensation for such effort shall be included as part of basic compensation for construction phase services. 2.3.30 The Construction Manager with the Architect and Owner shall conduct a site visit 12fior to the expiration of the Contractor's one 1 year period of correction of Work regardless of final payment of compensation to the Construction Manager. [R'1 1 Dfeyiding sen,iees..et.,tiye to fat. a facilities .stefos and e.,s:.._...,,..« . fur-nitur�e famishings and,.elated a „♦ §34.5 Providing services for tenant imprevements. PAGE §41 if f;equestad by the Genstmefien Maimger-,the Ownef shall ffffiish evidence that financial arrangement!;have been Foade to fulfill the Owner's obligations undeF this AgFeeffient. §4.5 The Owner shall retain an architect whose services,duties and responsibilities are described in the edition of AIA Document B 1 ' B 141,Standard Form of Agreement Between Owner and Architect,Conswdefien Manager- Adviser-Edition,current as of the date of this Agreement.The Terms and Conditions of the Agreement Between the Owner and Architect shall be furnished to the Construction Manager and shall not be modified without written consent of the Construction Manager,which consent shall not be unreasonably withheld.The Construction Manager shall not be responsible for actions taken by the Architect. PAGE 10 8.5 Refer §8.2 Demand f>ar-bitfa4i n shalt he Elea: .-sting with the etheF paFty to Article 14. American Arbitfation Assawi-ation. A d-offland for afbia-7atien shall be fnade w4tkia a reasonable time after-the claim, dispute 9F ethef rfiat4ef in question has ar-iSt_-A.I-A 110 0-YOR;shall tht-Q dt-01TIA-Ad feF arbi4afien be Faade aftef!the date wheR ifistitution of legal or-equitable proceedings based an stieh elaim,dispute or-ethelF 3fi would be baffed by the applicable statutes of limitations. speeifie referenee te this Agreement signed by the Ownef,Constfuetien Manager,and afty OtheF per-se afbitfation E)f any elaim,dispute eF other fnat4or in questien net described in the wr*en eansent or-with a per-son of additional p luly eensented to by the par-ties to this Agreement shall he speeffically enforceable i 11.4 The awafd FeRdeFed by the afbitfato-or—arbit;atoFs shall be final,and judgment may be entered apen it in aeeef;danee with applicable law in aRy eeuFt having jtifisdietien thereof-. Additions and Deletions Report for AIA Document I38oi TsCMa—1992.Copyright 0 1973.1980 and 1992 by The American Institute of Architects. All rights reserved. NARNING:This AIA*Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or 3 distribution of this AIA*Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by ALA software at 13:45:01 on 12112/2006 under Order No.1000216595_1 which expires on 1117/2007,and is not for resale. User Notes: {3144937434) PAGE 11 10-3 Causes of aetioR between th@ paFties to this Agfee to acts Or failElfeS t6 aet Shall be deeFfi0d 10 have and the applie-ahlo r�tatuuav'of limitation'; 4all eowmkmee4e nm Ret Ister-than either-the date e _--Fes to aet oeotm4ng after Substantial Complet $10.3 Refer to Article 14. 410.9 The Construction Manager shall be licensed in the State of Idaho and conform to all applicable requirements of Idaho Code,Title 54,Chapter 45. 4 10.10 Construction Manager shall perform all of Construction Manager's services in compliance with all applicable laws,ordinances,rules,regulations,or orders of any public authority having jurisdiction over the Project, any applicable permits and any recorded covenants,conditions,and restrictions affecting the Site. §10.11.The Construction Manager shall indemnify,defend,and hold harmless the Owner,its officers,agents,and employees from and against any liability,claims,damages, losses,expenses, actions and suits,including but not limited to attorney's fees,arising out of or resulting from the negligent performance or omission by the Construction Manager,its employees,agents,or anyone for whose acts they may be liable under this Agreement. This indemnification shall survive completion of services provided under or the termination of this agreement. The Construction Manager's liability is limited to the limits of insurance set forth in article 14,1. PAGE 12 §11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in Article 14 or required by law,whichever coverage is greater. All required covers e,except for any required professional liability coverage, must be written on an occurrence of claims ..node basis,basis and shall be maintained without interruption from date of commencement of aper-atiens services under this Agreement until date of final payment and termination of any coverage required to be maintained after final payment. Policies required by Section 11.1,1 shall name Owner as an additional insured. §11.1.3 The Construction Manager shall provide errors and omissions professional liability insurance in the amount sMified in Article 14 on an aggregate limits"claims trade"basis. Construction Manager shall maintain the specified levels of aggregate lints"claims made"insurance for no less than two years after completion or termination of Construction Manager's services under this Agreement. §11.1.4 Certificates of insurance acceptable to Owner shall be filed with the Owner prior to performance of services under this Agreement. Each certificate shall contain the following covenant of the issuer: "Should any of the above described policies be cancelled before the expiration date thereof,the issuing company_ will mail 30 day's written notice to the certificate holder." §11.1.5 Refer to Article 14. §12.2.1.1 Expense of own 0avel;leng dirt ee ;lone distance communications and fees paid for securing approval of authorities having jurisdiction over the Project. §12.2.1.2 Expense of reproductions,postage,express eliveries and handling of Drawings,Specifications and other documents. Additions and Delelions Report for AIA Document 8801 TmCMa—1992.Copyright 0 1973,1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING:This AIA®Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or 4 distribution of this AIA*Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:45:01 on 1 2/1 2120 06 under Order Ne.1000216595_1 which expires on 1/17l2007,and is not for resale. User Notes: {3144937434} he C PAGE 13 §12.3.1 An initial payment as set fk-;;4-h in -Seetion i3.1 is the mipiifnum payment tifidef this AgFeement. §13.1 AN INITIAL PAYMENT of ($--Zero Dollars and Zero Cents ($ 0.00 )shall be made upon execution of this Agreement and credited to the owner's account at final payment. The cost of pre-construction services is included in the fixed percentage fee for construction phase services,unless the project is terminated prior to the start of the construction phase in which case the Owner shall pay the Construction Manager all costs incurred to date not to exceed Six Thousand Five Hundred Dollars($6,500.00). Compensation for construction phase is 6.25%of Construction Cost to be fixed at the completion of the bidding phase and incorporated into this Agreement by written addendum. PAGE 14 Direct cost plus 6.25%. §13.4.1 FOR REIMBURSABLE EXPENSES,as described in Section 12.2,and any other items included in Article 14 as Reimbursable Expenses,a multiple of One ( 1.00 )times the expenses incurred by the Construction Manager and the Construction Manager's employees and consultants in the interest of the Project. §13.4.2 At the completion of the bidding phase,Construction Manager shall present to Owner a budget allowance for Reimbursable Expense which,if approved by Owner,shall be incorporated into this Agreement by written amendment. §13.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within Eighteen (}181 months of the date hereof,through no fault of the Construction Manager,extension of the Construction Manager's services beyond that time shall be compensated as provided in Sections 12.3.3 and 13.3.1. §13.5.2 Payments are due and payable Fifteen ( 15 )days from the date of the Construction Manager's invoice. Amounts unpaid Thirty ( 30 )days after the invoice date shall bear interest at the rate entered below,or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Construction Manager. 10.25% per annum 8.5 Claims,disputes or other matters in question between the parties to this agreement arising out of or relating to this agreement or breach thereof shall be subject to mediation as a condition precedent to the institution of legal or equitable proceedings by either party. 8.5.1 The parties shall endeavor to resolve their claims by mediation which,unless the parties mutually agree otherwise,shall be in accordance with the Construction Industry Mediation Rules of the American,Arbitration Association currently in effect. Request for mediation shall be filed with the other party to the agreement. The request may be made concurrently with the filing of a legal action but,in such event,mediation shall proceed in advance of legal or equitable proceedings, which shall be stayed pending mediation for a period of sixty (60)days from the date of filing,unless stayed for a longer period by agreement of the parties or court order. . 8.5.2 The parties shall endeavor to mutually agree on an independent,professional mediator within 15 days of the request for mediation. The parties shall share the mediator's fee equally. Agreements reached in Mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. The parties shall pay all of their own expenses associated with mediation,including any attorney fees and travel expenses. Additions and Deletions Report for AIA Document 8801 T■CMa—1992.Copyright 01973,1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING:This A1A* Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or 5 distribution of this AIA* Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:45:01 on 12/12/2006 under Order No.1000216595_1 which expires on 1/17/2007,and is not for resale. User Notes: (3144937434) 5.5.3 In the event that legal or equitable proceedings are instituted between the parties to this Agreement to enforce the terms and conditions of this a eement or arisin from the breach of any provision hereof,the prevailing party will be entitled to receive from the other party all costs,damages,and expenses,including-reasonable attorney's fees,incurred by the prevailing party,whether or not such controversy or claim is litigated or prosecuted to judgment. The prevailing party will be that party who was awarded judgment as a result of trial or other proceeding and determined to he the prevailing party by the judge or other presiding authority_ 10.3 Causes of action between the parties to this agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run not earlier than the date of issuance of final Certificate of Payment. PAGE 16 Additions and Deletions Report for AIA Document B801 TMCMs—1992.Copyright 01973,1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING:This AIAe Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or 6 distribution of this AIO Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:45:01 on 12/12/2006 under Order No.1000216595_I which expires on 1/1 71200 7,and is not for resale. User Notes: (3144937434) § 14.1 LIMITS ON INSURANCE 11.1.3 Worker's Compensation: a) State: Idaho Statutory b) Applicable Federal Statutory c) Employer's Liability $100.000 per accident 500 000 Disease.Policy Limit $100,000 Disease,Each Employee .Comprehensive or Commercial General Liability(including Premises-Operations; Independent Contractors'Protective: Products and Completed Operations._Broad Forth Property Damage); a) Bodily Injury: $1,000,000 Each Occurrence $2.000,000 Aggregate b) Property Damage: $1,000,000 Each Occurrence $2,000,000 A rgg egate c) Products and Completed Operations to be maintained for at least three years after final payment $1.0W.000 Aggregate (1) Propeny Damage Liability Insurance shall provide X.C.and U coverage. e) Broad Form Properly Damage Coverage shall include Completed Operations. Contractual Liability a) Bodilylnjury: $1,000,0W Each Occurrence b) Property Damage: $1 D00.000 Each Occurrence $2,000,000 Aggregate Personal Injury,with Employment Exclusion deleted: $1,000,000 Aggregate Business Automobile Liability(including owned,non-owned and hired vehicles): a) Bodily Injury: $1,0W000 Each'Occurrence b) ProWrty Damage: $1,000,000 Each Occurrence Professional Liability: S1.000.000 Aggregate 14.2 See Exhibit"A"attached hereto and made a part thereof. e eGe Limit of liability($0.00) Tammy de Weerd Ma or David B.Maloney,General Manager Attest: Cites Additions and Deletions Report for AIA Document 13801 TMChfe—1992.Copyright 0 1973,1980 and 1992 by The American Institute of Architects. All rights reserved. DING:This AIA°Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or 7 distribution of this AIA" Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:45:01 on 12/12/2006 under Order No.1000216595_1 which expires on Ill7/2007,and is not for resale. User Notes: (3144937434) Meridian City Council December 12,2006 Page 4 of 51 Associated with ACHD Overland, Linder to Meridian Road Project not to exceed $8,900.00: P. Change Order No. 1 of Contract with DC Engineering for Installation and Programming of Remote Terminal Units (RTU's) at 8 Pressure Reducing Valve (PRV) Locations not to exceed $2,700.94: Q. Approval of Bid for Water and Sewer Improvements in Conjunction with ACHD Locust Grove, Franklin to Fairview Road Project to Central Paving for $348,459.20: R. Approval of Bid for Water and Sewer Improvements in Conjunction with ACHD Overland, Topaz to Cloverdale Road Project to Masco, Inc. for $298,397.90: S. Change Order No. 1 for Water and Sewer Improvements in C_oniunction with the Locust Grove Grade Separation with Williams Northwest Pipeline for $17,910.00: T. Approve New Beer and Wine Licenses for Smoky Mountain Pizza & Pasta Fairview Lakes, LLC dba Smoky Mountain Pizzeria Grill at 980 E. Fairview Avenue: U. Agreement between City and Kreizenbeck Constructors for Construction Management Services for Water Department Building at 2235 Northwest 81 Street: De Weerd: Item 5 is our Consent Agenda. Mr. Bird. Bird: Madam Mayor, as I said earlier, Item D has been asked to be tabled until December 19th, 2006, and nothing else has been asked to be deleted, so I move we approve the revised Consent Agenda for the Mayor to sign and the Clerk to attest on all papers. Rountree: Second. De Weerd: I have a motion and a second on the Consent Agenda. Any discussion? Mr. Berg, will you call roll. Roll-Call: Bird, yea; Rountree, yea; Wardle, yea; Borton, yea. MOTION CARRIED: ALL AYES. Item 6: Department Reports: