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Construction Agreement for Autumn Faire Pk =AIÄ ~ ~ ... ",/if;,l Document A107m -1997 Abbreviated Standard Form of Agreement Between Owner and Contractor for Construction Projects of Limited Scope where the basis of payment is a STIPULA TED SUM I AGREEMENT made as of the Fourth day of November in the year Two Thousand and Five BETWEEN the Owner: -City of Meridian 33 E. Idaho (Paragraph deleted) Meridian, ID 83642 , I and the Contractor: Hillside Landscape Construction, Inc. 2350 Hill Rd. Boise, ID 83702 Telephone Number: 343~2545 Fax Number: 343-9655 the Project is: I Autunm Fa~re - M~ridian Parks Autullll Falre the Architect is: Jensen Belts Associates 495 Main St. Boise, ID 83702 Telephone Number: 343-7175 Fax Number: 343-7178 The Owner and Contractor agree as follows. ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AlA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AlA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This Document includes abbreviated General Conditions and should not be used with other general conditions. This document has been approved and endorsed by The Associated General Contractors of America. AlA Document A107TY - 1997. Copyright ~ 1936, 1951,1958, 1961, 1963, 1966, 1970, 1974, 1978. 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA<iI' Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA'" Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under thl! law. This document was produced by AlA software at 10:38:16 on 11/15/2005 under Order No.1 000162486_1 which expires on 2/9106, and is not for resale. User Notes: 1 (1296057691) ARTICLE 1 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 2.1 The date of commencement of the Work shall be the date of this Agreement un]ess a different date is stated þe1ow or provision is made for the date to be fixed in a notice to proceed issued by the Owner. (Paragraph deleted) '§ 2.2 The Contract Time shall be measured from the date of commencement. I § 2.3 The C~~tractor shall achieve Substantial Completion of the entire Work on or before May 1,2006 ARTICLE 3 CONTRACT SUM § 3.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's perfonnance of the Contract. The Contract Sum shall be Two Hundred Thirty-four Thousand Three Hundred Forty-one Dollars and Zero Cents ($ 234,341.00 ), subject to additions and deletions as provided in the Contract Documents. (Paragraphs deleted) ARTICLE 4 PAYMENTS § 4.1 PROGRESS PAYMENTS § 4.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: § 4.1.2 Provided that an Application for Payment is received by the Architect not later than the First day of a month, the Owner shall make payment to the Contractor not later than the Tenth day of the same month. If an Application for Payment is received by the Architect after the date fixed above, payment shaH be made by the Owner not later than Ten ( 10 ) days after the Architect receives the Application for Payment. § 4.1.3 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Paragraphs deleted) 18.00% per annum § 4.2 FINAL PAYMENT § 4.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when: AlA Document A107TY - 1997. Copyright @ 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA'" pocumentls protected by U.S. Copyright Law and International Treaties, Unauthorizl!d reproduçtion or distribution of this AlA~ Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possibll! under the law. This document was produced by AlA software at 10:38:16 on 11/15/2005 under Order No.1 000162486_1 which expires on 2/9/06, and is not for resale. User Notes: 2 (1296057691) .1 the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work as provided in Section 17.2, and to satisfy other requirements, if any, which extend beyond final payment; and a final Certificate for Payment has been issued by the Architect. .2 § 4.2.2 The Owner's final payment to the Contractor shall be made no later rhan 30 days after rhe issuance of the Architect's final Certificate for Payment, or as follow: ARTICLE 5 ENUMERATION OF CONTRACT DOCUMENTS § 5.1 The Contract Documents are listed in Article 6 and, except for Modifications issued after execution of this Agreement, are enumerated as follows: § 5,1.1 The Agreement is this executed 1997 edition of the Abbreviated Standard Form of Agreement Between Owner and Contractor, AlA Document A1O7-1997. \. § 5.1.2 The Supplementary and other Conditions of the Contract are those contained in the Project Manual dated August 01, 2005 , and are as follows: Document Title Pages . (Paragraphs deleted) § 5.1.4 The Drawings are as follows, and are dated 08.01.05 unless a different date is shown below: . (Paragraphs deleted) Phase I bid set § 5.1.5 The Addenda, if any, are as follows: . Number 1 Date 08/10/05 Pages 6 Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 5. (Paragraphs deleted) GENERAL CONDITIONS ARTICLE 6 GENERAL PROVISIONS § 6.1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement with Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to the execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement. A Modification is (l) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; AlA Document A107TY - 1997. Copyright @ 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. W~RNING: This AlA'" Document is protectl!d by U.S. Copyright Law and International Treatios. Unauthorized reproduction 01' distribution of this AlA'" Document. or any portion of it, may result in Sl!vere civil and criminal penalties, and will bl! prosecutl!d to thl! maximum extent possible under the law. This document was produced by AlA software at 10:38:16 on 11115/2005 under Order No.1 000162486_1 which expires on 2/9/06, and is not for resale. User Notes: 3 (1296057691) performance by the Contractor shall be required to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. § 6.2 THE CONTRACT The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Architect and Contractor, (2) between the Owner and a Subcontractor or sub-subcontractor, (3) between the Owner and Architect or (4) between any persons or entities other than the Owner and Contractor. § 6.3 THE WORK The term "Work" means the construction and services required by the Contract Documents, whether completed or pm-tially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. § 6.4 EXECUTION OF THE CONTRACT Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. ,",I , § 6.5 OWNERSHIP AND USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE The Drawings, Specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instruments of Service through which the Wo rk to be executed by the Contractor is described, The Contractor may retain one record set. Neither the Contractor nor any Subcontractor, sub- subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by the Architect or the Architect's consultants, and unless otherwise indicated the Architect and the Architect's consultants shall be deemed the authors of them and will retain all common law, statutory and other reserved rights, in addition to the copyrights. All copies of them, except the Contractor's record set, shall be returned or suitably accounted for to the Architect, on request, upon completion of the Work. The Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants, and copies thereof furnished to the Contractor, are for use solely with respect to this Project. They are not to be used by the Contractor or any Subcontractor, sub-subcontractor or material or equipment supplier on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Architect arid the Architect's consultants. The Contractor, Subcontractors, sub -subcontractors and material or equipment suppliers are authorized to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this authorization shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants. 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 or Architect's consultants' copyrights or other reserved rights. ARTICLE 7 OWNER § 7.1 INFORMATION AND SERVICES REQUIRED OF THE OWNER § 7.1.1 The Owner shall furnish and pay for surveys and a legal description of the site. § 7.1.2 The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 7.1.3 Except for permits and fees which are the responsibility of the Contractor under the Contract Documents, the Owner shall secure and pay for other necessary approvals, easements, assessments and charges required for the construction, use or occupancy of permanent structures or permanent changes in existing facilities. § 7.2 OWNER'S RIGHT TO STOP THE WORK If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents, or persistently fails to carry out the Work in accordance with the Contract Documents, the Owner may issue a AlA Document A107Tl11 - 1997. Copyright @ 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA'" Documl!nt is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction 01' distribution of this AIA1J) Document, or any portion of It, may result in severe civil and criminal penalties, and will bl! prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 10:38:16 on 11/15/2005 under Order No.1 000162486_1 which expires on 2/9/06, and is not for resale. User Notes: 4 (1296057691) written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order is eliminated; howev<;r, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity. § 7.3 OWNER'S RIGHT TO CARRY OUT THE WORK If the Contractor defaults or persistently fails or neglects to carry out the Work in accordance with the Contract Documents, or fails to perform a provision of the Contract, the Owner, after 10 days' written notice to the I Contractor and without prejudice to any other remedy the Owner may have, may make good such deficiencies and may deduct the reasonable cost thereof, including Owner's expenses and compensation for the Architect's services made necessary thereby, from the payment then or thereafter due the Contractor. ARTICLE 8 CONTRACTOR § 8,1 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR I § 8.1.1 Since the Contract Documents are complementary, before starting each portion of the Work, the Contractor , shall carefully study and compare the various Drawings and other Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 7.1.1, shall take field measurements of any existing conditions related to that portion of the Work and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating construction by the Contractor and are not for the purpose of discovering errors, omissions or inconsistencies in the Contract Documents; however, any errors, omissions or inconsistencies discovered by the Contractor shall be reported promptly to the Architect as a request for information in such form as the Architect may require, § 8.1.2 Any design errors or omissions noted by the Contractor during this review shall be reported promptly to the Architect, but it is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional unless otherwise specifically provided in the Contract Documents. , § 8.2 SUPERVISION AND CONSTRUCTION PROCEDURES § 8.2.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Conti-actor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures; and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other sp~cific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall be fully and solely responsible for the jobsite safety thereof unless the Contractor gives timely written notice to the Owner and Architect that such means, methods, techniques, sequences or procedures may not be safe. § 8.2.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for or on behalf of the Contractor or any of its Subcontractors. § 8.3 LABOR AND MATERIALS § 8.3.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 8.3.2 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them, § 8.3.3 The Contractor shall deliver, handle, store and install materials in accordance with manufacturers' instructions. § 8.3.4 The Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect and in accordance with a Change Order, AlA Document A107T11 - 1997. Copyright ~ 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by u.s. Copyright Law and International Treaties. Unauthori~ed reproduction or distribution of this AlA" 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 10:38:16 on 11/15/2005 under Order No.1000162486- 1 which expires on 219/06, and is not for resale. User Notes: 5 (1296057691 ) § 8.4 WARRANTY The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform with the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation or normal wear and tear and normal usage. § 8.5 TAXES The Contractor shall pay sales, consumer, use and other similar taxes which are legally enacted when bids are received or negotiations concluded. I' ! I , § 8,6 PERMITS,¡ FEES AND NOTICES §8.6.1 Unless ¿therwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work. § 8.6,2 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities applicable to performance of the Work. The Contractor shall promptly notify the Architect and Owner if the Drawings and Specifications are observed by the Contractor to be at variance therewith. :If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and rules 'and regulations without such notice to the Architect and Owner, the Contractor shall assume appropriate :responsibility for such Work and shall bear the costs attributable to correction. § 8.7 SUBMITTALS § 8.7.1 The Contractor shall review for compliance with the Contract Documents, approve in writing and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents with reasonable promptness. The Work shall be in accordance with approved submittals. § 8.7.2 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. § 8.8 USE OF SITE The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. § 8.9 CUTTING AND PATCHING The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts tit together properly. § 8,10 CLEANING UP The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove from and about !the Project waste materials, rubbish, the Contractor's tools, constru ction equipment, machinery and surplus material. § 8.11 ROYALTIES, PATENTS AND COPYRIGHTS The Contractor shall pay all royalties and license fees; shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harITÙess from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect, unless the Contractor has reason to believe that there is an infringement of patent or copyright and fails to promptly furnish such information to the Architect. § 8.12 ACCESS TO WORK The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. AlA Document A107TW - 1997. Copyright @ 1936, 1951, 1958, 1961, 1963. 1966, 1970, 1974, 1978,1987 and 1997 by The American Institute of Architects, All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, Dr any portion of It, may result in sevl!re civil and criminal pl!nalties, and will be prosecutl!d to the maximum extent possible under the law. This document was produced by AlA software at 10;38:16 on 11/15/2005 under Order No.1 0001 62486_1 which expires on 2/9/06, and is not for resale- User Notes: 6 (1296057691 ) § 8.13 INDEMNIFICATION § 8.13.1 To the fullest extent permitted by law and to the extent claims, damages, losses or expenses are not covered by Project Management Protective Liability insurance purchased by the Contractor in accordance with Section 16.3, the Contractor shall indemnify and hold harmless the Owner, Architect, Architect's consultants and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether ornot such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to. a party or person described in this Section 8.13. § 8,13.2 In claims against any person or entity indenmified under this Section 8.13 by an employee of the Contractor, : ¡a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the ;indemnification obligation under Section 8.13.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. ARTICLE 9 ARCHITECT'S ADMINISTRATION OF THE CONTRACT § 9.1 The Architect will provide administration of the Contract and will be an Owner's representative (1) during construction, (2) until final payment is due and (3) with the Owner's concurrence, from time to time during the one- year period for correction of Work described in Section 17.2. § 9.2 The Architect, as a representative of the Owner, will visit the site at intervals appropriate to the stage of the Contractor's operations (1) to become generally familiar with and to keep the Owner informed about the progre ss and quality of the portion of the Work completed, (2) to endeavor to guard the Owner against defects and deficiencies in the Work, and (3) to determine in general if the Work is being performed in a manner indicatipg that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect will . not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents, except as provided in Section 8.2.1. § 9.3 The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other . rersons or entities performing portions of the Work. § 9.4 Based on the Architect's evaluations of the Work and of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. § 9.5 The Architect will have authority to reject Work that does not conform to the Contract Documents. § 9,6 The Architect will review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. § 9.7 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor, The Architect will make initial decisions , on all claims, disputes and other matters in question between the Owner and Contractor but will not be liable for results of any interpretations or decisions so rendered in good faith, § 9.8 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. AlA Document A107TY - 1997. Copyright @ 1936, 1951, 1958, 1961, 1963, 1966, 1970. 1974, 1978. 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties, Unauthorized reproduction or distribution of this AlAr; Document. or any portion of it, may result in Sl!vere civil and criminal penalties, and will be prusecuted to the maximum extent possible under the law. This document was produced by AlA software at 10:38:16 on 11/15/2005 under Order No.1 000162486- 1 which expires on 2/9/06, and is not for resale. User Notes; 7 (1296057691) § 9.9 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect. Consent shall not be unreasonably withheld. § 9,10 CLAIMS AND DISPUTES § 9:10.1 Claims, disputes and other matters in question arising out of or relating to this Contract, including those alleging an error or omission by the Architect but excluding those arising under Section 15.2, shall be referred ~nitially to the Architect for decision. Such matters, except those relating to aesthetic effect and except those waived as provided for in Section 9.11 and Sections 14.5.3 and 14.5.4, shall, after initial decision by the Architect or 30 days after submission of the matter to the Architect, be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party. § 9.10.2 If a clåim, dispute or other matter in question relates to or is the subject of a mechanic's lien, the party asserting such matter may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by the Architect, by mediation or by arbitration. § 9.1 0.3, The parties shall endeavor to resolve their disputes 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 in writing with the other party to this Agreement and with the American Arbitration Association. The request may be made concurrently with the filing of a demand for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement ofthe parties or court order. § 9.10.4 Claims, disputes and other matters in question arising out of or relating to the Contract that are not resolved by mediation, except matters relating to aesthetic effect and except those waived as provided for in Section 9.11 and Sections 14.5.3 and 14.5.4, shall be decided by arbitration which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently :in effect. The demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Association and shall be made within a reasonable time after the dispute has arisen. The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Except by written consent of the person or entity sought to be joined, no arbitration arising out of or relating to the Contract Documents shall include, by consolidation, joinder . or in any other manner, any person or entity not a party to the Agreement under which such arbitration arises, unless it i~ shown at the time the demand for arbitration is filed that (1) such person or entity is substantially involved in a coInmon question of fact or law, (2) the presence of such person or entity is required if complete relief is to be accorded in the arbitration, (3) the interest or responsibility of such person or entity in the matter is not insubstantial, and (4) such person or entity is not the Architect or any of the Architect's employees or consultants. The agreement herein among the parties to the Agreement and any other written agreement to arbitrate referred to herein shall be specifically enforceable under applicable law in any court having jurisdiction thereof. § 9,11 CLAIMS FOR CONSEQUENTIAL DAMAGES The Contractor and Owner waive claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes: .2 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and damages incurred by the Contractor for principal office expenses including the compensation of , personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. .1 This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 19. Nothing contained in this Section 9.11 shall be deemed to preclude an award of liquidated direct damages, when applicable, in accordance with the requirements of the Contract Documents. AlA Document A107TM - 1997. Copyright @ 1936,1951,1958,1961,1963,1966,1970,1974,1978,1987 and 1997 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 AlA" Document, or any portion of It, may resuilin severl! civil and criminal penalties, and will be prosecuted 10 the maximum extent possible under the law, This document was produced by AlA software at 10:38:16 on 11/15/2005 under Order No.1 000162486- t which expires on 2/9/06, and is not for resale. User Noles: 8 (1296057691) ARTICLE 10 SUBCONTRACTORS . § 10.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. § 10.2 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the names of the Subcontractors for each of the principal portions of the Work. The Contractor shall not contract with any Subcontractor to whom the Owner or Architect has made reasonable and timely objection. If the proposed but , ~ejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 10.3 Contracts between the Contractor and Subcontractors shall (1) require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by the terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by the Contract Documents, assumes toward the Owner and Architect, and (2) allow the Subcontractor the benefit of all rights, remedies and redress afforded to the Contractor by these Contract Documents. ARTICLE 11 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS § 11.1 The. Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or ~perations on the site under conditions of the contract identical or substantially similar to these, including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such claim as provided in Section 9.10. § 11.2 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's activities with theirs as required by the Contract Documents. . . § 11.3 The Owner shall be reimbursed by the Contractor for costs incurred by the Owner which are payable to a separate contractor because of delays, improperly timed activities or defective construction of the Contractor. The Owner shall be responsible to the Contractor for costs incurred by the Contractor because of delays, improperly timed activities, damage to the Work or defective construction of a separate contractor. ARTICLE 12 CHANGES IN THE WORK § 12.1 The Owner, without invalidating the Contract, may order changes in the Work within the general scope of the :Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly. Such changes in the Work shall be authorized by written Change Order signed by the Owner, Contractor and Architect, or by written Construction Change Directive signed by the Owner and Architect. § 12.2 The cost or credit to the Owner from a change in the Work shall be determined by mutual agreement of the parties or, in the case of a Construction Change Directive, by the Contractor's cost of labor, material, equipment, and reasonable overhead and profit. § 12.3 The Architect will have authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on the Owner and Contractor. The Contractor . shall carry out such written orders promptly. § 12.4 If concealed or unknown physical conditions are encountered at the site that differ materially from those indicated in the Contract Documents or from those conditions ordinarily found to exist, the Contract Sum and Contract Time shall be equitably adjusted. AlA Document A10T"" - 1997. Copyright @ 1936, 1951, 1958. 1961, 1963, 1966, 1970, 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Documenlls protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any portion of It, may result In sl!vere civil and criminal penalties, and will be pros""cuted to the maximum extent possible under the law. This document was produced by AlA softwara at 1 0:38:t6 on 11/15/2005 under Order No,1 000162486_1 which expires on 2/9/06, and is not for resale. User Notes; 9 (1296057691) ARTICLE 13 TIME § 13.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 13.2 The date of Substantial Completion is the date certified by the Architect in accordance with Section 14.4.2, §13.3 If the Contractor is delayed at any time in the commencement or progress of the Work by changes ordered in the Work, by labor disputes, fire, unusual delay in deliveries, abnormal adverse weather conditions not reasonably anticipatable, unavoidable casualties or any causes beyond the Contractor's control, or by other causes which the Architect determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect may determine, subject to the provisions of Section 9.10. ARTICLE 14. PAYMENTS AND COMPLETION § 14.1 APPLICATIONS FOR PAYMENT §14.1.1 Payments shall be made as provided in Article 4 of this Agreement. form satisfactory to the Architect. Applications for Payment shall be in a § 14.1.2 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information and belief, be free and clear of liens, claims, security interests or other encumbrances adverse to the Owner's interests. § 14.2 CERTIFICATES FOR PAYMENT § 14.2.1 The Architect will, within seven days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is properly due, or notify the Contractor and Owner in writing of the Architect's reasons for withholding ,certification in whole or in part as provided in Section 14.2.3. ',,' , § 14.2.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's evaluations of the Work and the data comprising the Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, infonnation and belief, 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 correction of minor deviations from the Contract Documents prior to completion and to specificqua1itïcations expressed by the Architect. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on- site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, ,sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 14.2.3 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect's opinion the representations to the Owner required by Section 14.2.2 cannot be made. If the ~rchitect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 14.2.1. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 8.2.2, because of: .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; AlA Document A107"" - 1997. Copyright @ 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA'" Documl!nt Is protected by U.S. Copyright Law and International Trl!aties. Unauthorizl!d reproduction Or distribution of this AlA'!; Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecutl!d to the maximum extent possible under the law. This document was produced by AlA software at 10:38:16 on 11/15/2005 under Order No.10001 62486_1 which expires on 2/9/06, and is not for resale. User Notes; 10 (1296057691) .3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or another contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or .7 persisten{fai1ure to carry out the Work in accordance with the Contract Documents. . . § 14.2.4 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 14.3 PAYMENTS TO THE CONTRACTOR § 14.3.1 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of such Subcontractor's portion of the Work, the amount to which said Subcontractor is entitled; reflecting percentages actual1y retained from payments to the Contractor on account of such Subcontractor's portíon of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to sub-subcontractors in similar manner. § 14,3.2 Neither the Owner nor Architect shall have an obligation to payor see to the payment of money to a Subcontractor except as ¡pay otherwise be required by law. § 14.3.3 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constit\.1te,acceptance of Work not in accordance with the Contract Documents. .' , § 14.4 SUBSTANTIAL COMPLETION '§14.4.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. . . § 14.4.2 When the Architect detennines that the Work or designated portion thereof is substantially complete, the Architect will issue a Certificate of Substantial Completion which shall establish the date of Substantial Completion, establish responsibilities ofthe Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. Upon the issuance of the Certificate of Substantial Completion, the Architect will submit it to the Owner and Contractor for their written ~cceptance of responsibilities assigned to them in such Certificate. .i § 14.5 FINA~ COMPLETION AND FINAL PAYMENT § 14.5.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's on -site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in i the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further . : representation that conditions stated in Section 14.5.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. § 14.5.2 Final payment shall not become due until the Contractor has delivered to the Owner a complete release of all liens arising out of this Contract or receipts in full covering all labor, materials and equipment for which a lien could be filed, or a bond satisfactory to the Owner to indenmify the Owner against such lien. If such lien remains AlA Document A10T'" - 1997. Copyright ~ 1936, 1951, 1958. 1961, 1963, 1966. 1970. 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA~ Document Is protectl!d by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA'" Document, or any portion of It, may resuilin severe civil and crimlnel pen ames, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 10:38;16 on 11/15/2005 under Order No.1 000162486_1 which expires on 2/9/06, and is not for resale. User Notes; 11 (1296057691) unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be ~ompelled to pay in discharging such lien, including costs and reasonable attorneys' fees, § 14.5.3 The making of final payment shall constitute a waiver of claims by the Owner except those arising from: .1 liens, claims, security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; or .3 terms of special warranties required by the Contract Documents. . §14.5.4 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 15 PROTECTION OF PERSONS AND PROPERTY § 15.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs , in connection with the performance of the Contract. The Contractor shall take reasonable precautions for safety of, '. ~nd shall provide reasonable protection to prevent damage, injury or loss to: .1 .2 .3 , employees on the Work and other persons who may be affected thereby; , the Work and materials and equipment to be incorporated therein; and other property at the site or adjacent thereto. The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons and property and their protection from damage, injury or loss. The Contractor shall promptly remedy damage and loss to property caused in whole or in part by the Contractor, a Subcontractor, a sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 15,1.2 and 15.1.3, except for damage or loss attributable to acts or omissions of the Owner or Architect or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section 8.13. § 15.2 HAZARDOUS MATERIALS § 15.2.1 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, inunediate1y stop ; Work in the affected area and report the condition to the Owner and Architect in writing. When the material or substance has been rendered hannless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. The Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of shutdown, delay and start -up, which adjustments shall be accomplished as provided in Article 12 of this Agreement. § 15.2,2 To the fullest extent permitted by law, the Owner shall indemnify and hold hannless the Contractor, Subcontractors, Architect, Architect's consultants and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as descriqed in Section 15,2.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), and provided that such damage, loss or expense is not due to the sole negligence of a party seeking indemnity. § 15.2.3 If, without negligence on the part of the Contractor, the Contractor is held liable for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall indenmify the Contractor for all cost and expense thereby incurred. ARTICLE 16 INSURANCE § 16.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located insurance for protection from claims under workers' AIADocumenIA107""-1997.Copyrighl @1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987a,nd 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA'" Document is protected by U.S. Copyright Law and International Trl!atil!s. Unauthorized reproduction or distribution of this AlA" Document, Or any porlion of it, may "esult in severe civil and criminal penalties, and will be prm;ecuted to the maximum extent possible under the law. This document was produced by AlA software at 10:38:16 on 11/15/2005 under Order No.1000162486_1 which expires on 219/06, and is not for resale. User Notes: 12 (1296057691) compensation acts and other employee benefit acts which are applicable, claims for damages because of bodily injury, including death, and claims for damages, other than to the Work itself, to property which may arise out of or result from the Contractor's operations under the Contract, whether such operations be by the Contractor or by a Subcontractor or anyone directly or indirectly employed by any of them. This insurance shall be written for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater, and shall include contractual liability insurance applicable to the Contractor's obligations, Certificates of Insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. Each policy shall contain a provision that the policy will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. § 16.2 OWNER'S LIABILITY INSURANCE The Owner shall be responsible for purchasing and maintaining the Owner's usua11iability insurance. § 16.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE § 16.3.1 Optionally, the Owner may require the Contractor to purchase and maintain Project Management Protective Liability insurance from the Contractor's usual sources as primary coverage for the Owner's, Contractor's and Architect's vicarious liability for construction operations under the Contract. Unless otherwi se required by the Contract Documents, the Owner shall reimburse the Contractor by increasing the Contract Sum to pay the cost of purchasing and maintaining such optional insurance coverage, and the Contractor shall not be responsible for purchasing any other liability insurance on behalf of the Owner. The minimum limits of liability purchased with such coverage shall be equal to the aggregate of the limits required for Contractor's Liability insurance under Section 16.1. . § 16,3.2 To the extent damages are covered by Project Management Protective Liability insurance, the Owner, Contractor and Architect waive all rights against each other for damages, except such rights as they may have to the proceeds of such insurance. The policy shall provide for such waivers of subrogation by endorsement or otherwise. § 16.3,3 The Owner shall not require the Contractor to include the Owner, Architect or other persons or entities as additional insureds on the Contractor's Liability insurance under Section 16.1. I . § 16.4 PROPERTY INSURANCE §16,4,1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully . authorized to do business in the jurisdiction in which the Project is located, property insurance on an "all-risk" . policy form, including builder's risk, in the amount of the initial Contract Sum, plus the value of subsequent modifications and cost of materials supplied and installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductib1es. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Section 14.5 or until no person or entity other than the Owner has an insurable interest in the property required by this Section 16.4 to be covered, whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors and sub- subcontractors in the Project. § 16,4.2 The Owner shall file a copy of each policy with the Contractor before an exposure to loss may occur. Each ':po1icy shall contain a provision that the policy will not be canceled or allowed to expire, and that its limits will not be reduced, until at: least 30 days' prior written notice has been given to the Contractor. § 16.5 WAIVERS OF SUBROGATION § 16.5.1 The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub- subcontractors, agents and employees, each of the other, and (2) the Architect, Architect's consultants, separate contractors described in Article 11, if any, and any of their subcontractors, sub-subcontractors, agents and employees for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to Section 16.4 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary, The Owner or Contractor, as appropriate, shall require of the Architect, Architect's consultants, separate contractors described in Article 11, if any, and the subcontractors, sub-subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein, The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or AlA Doçument A107TM -1997. Copyright @ 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA'" Documenlls protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA"' Document, or any portion Of It, may rl!sult in sayare ciVIl and criminal panalties, and will be prosecutl!d to the maximum extent possible under the law. This documantwas produced by AIAsoltware at 10,38:16 on 11/15/2005 under Order No.1000162486_1 which expires on 219/06, and is not for resaie. User Notes: 13 (1296057691) entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. : ¡ § 16.5.2 A loss insured under the Owner's property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their sub-subcontractors in similar manner. ARTICLE 17 CORRECTION OF WORK § 17.1 The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or n(jt fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections and compensation for the Architect's services and expenses made necessary thereby, shall be a t the Contractor's expense. § 17,2 In addition to the Contractor's obJigations under Section 8.4, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Sectio~ 14.4.2, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the .; çontractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the COIitractor and to make a claim for breach of warranty. § 17.3 If the Contractor fails to correct nonconforming Work within a reasonable time, the Owner may correct it in accordance with Section 7.3. § 17.4 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual performance of the Work. § 17.5 The one-year period for correction of Work shall not be extended by corrective Work perfonned by the ,Con~actor pursuantto this Article 17. ARTICLE 18 MISCELLANEOUS PROVISIONS § 18,1 ASSIGNMENT OF CONTRACT Neither party to the Contract shall assign the Contract without written consent of the other. § 18.2 GOVERNING LAW The Contract shall be governed by the law of the place where the Project is located. § 18.3 TESTS AND INSPECTIONS Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules, regulations or orders of public authorities having jurisdiction shall be made at an appropriate time. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall . bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect timely notice of \yhen and where tests and inspections are to be made so that the Architect may be present for such procedures. The Qwner shall bear costs of tests, inspections or approvals which do not become requirements until after bids are received or negotiations concluded. § 18.4 COMMENCEMENT OF STATUTORY LIMITATION PERIOD As between Owner and Contractor, any applicable statute of ¡imitations shall commence to run and any alleged cause of action shall be deemed to have accrued: AlA Document A107'" - 1997. Copyright ~ 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA'" Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction 01' distribution of this AlA" Document, or any portion of It, may resuilin severe civil and criminal penalties, and will be prosecutl!d 10 the maximum extent possible under the law. This document was produced by AlA software at 10:38:16 on 11/15/2005 under Order No.1 000162486_1 which expires on 2/9/06, and is not for resale. User Notes: 14 (1296057691) .1 not later than the date of Substantial Completion for acts or failures to act occurring prior to the relevant date of Substantial Completion; not later than the date of issuance of the final Certificate for Payment for acts or failures to act occurring subsequent to the relevant date of Substantial Completion and prior to the issuance of the final Certificate for Payment; and not later than the date of the relevant act or failure to act by the Contractor for acts or failures to act occurring after the date of the final Certificate for Payment. .2 .3 ARTICLE 19 TERMINATION OF THE CONTRACT § 19.1 TERMINATION BY THE CONTRACTOR If the Architect fails to recommend payment for a period of 30 days through no fault of the Contractor, or if the Owner fails to make payment thereon for a period of 30 days, the Contractor may, upon seven additional days' written notice to the Owner and the Architect, terminate the Contract and recover from the Owner payment for Work executed and for proven loss with respect to materials, equipment, tools, and construction equipment and machinery, including reasonable overhead, profit and damages applicable to the Project. § 19.2 TERMINATION BY THE OWNER § 19.2.1 The Owner may terminate the Contract if the Contractor: .1 persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials; fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction; or otherwise is guilty of substantial breach of a provision of the Contract Documents. .2 ,3 .4 § 19.2.2 When any of the above reasons exists, the Owner, upon certification by the Architect that sufficient cause exists to justify such action, may, without prejudice to any other remedy the Owner may have and after giving the Contractor seven days' written notice, terminate the Contract and take possession of the site and of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor and may finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 19.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 19.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. § 19.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the uDpaid ba1aDce, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Architect, upon application, and this obligation for payment shall survive termination of the Contract. ARTICLE 20 OTHER CONDITIONS OR PROVISIONS I Changes to the spec/scope of work: -Remove spec 02900 3.8 -Remove both backstops -Add concrete pad for picnic shelter -Add excavation for playground area (20") deep -Add 1" conduit from restroom building to picnic pad ~Install owner provided tee and gate valve for future pumpstation tie in AlA Document A10T'" - 1997. Copyright @ 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorizl!d reproduction or distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penaltie$, and wiH bl! prosecuted to the maximum exlûnt possible under thl! law. This document was produced by AlA software at 10:38:16 on 11/15/2005 under Order No.1000162486_1 which expires on 219/06, and Is not for resale. User Notes: 15 (1296057691) - ,. This Agreement entered into as of the day and year first written above. (~"'/ '-' I ..------- OWNER (Signature) CONTRACTOR (Signature) , po Tammy de Weerd Cliff Yochum, President AlA Document A107TM - 1997. Copyright @ 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AlA"" Document Is protected by U.S. Copyright Law and International Treaties. Unauthorizl!d reproduction 0" distribution of this AlA" Document. or any portion of It, may result In severl! civil and criminal penalties, and will be prosl!cutl!d to the maximum &xtent possible under the law. This document was produced by AlA software at 10:38:16 on 11/15/2005 under Order No.1 000162486_1 which expires on 219/06, and is not lor resale. User Notes: (1296057691) 16 ~~". Certification of Document's Authenticity AIA@ Document 0401 TM - 2003 I, Cosette Turnbow, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 10:38:16 on 11/15/2005 under Order No. 1000162486_1 from AlA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA@ Document AI07TM - 1997 - Abbreviated Standard Form of Agreement Between Owner and Contractor for Construction Projects of LimÎted Scope where the basis of payment is a STIPULATED SUM, as published by the AlA in its software, other than those additions and . deletions shown in the associated Additions and Deletions Report. (!~. .#0 ¡lei ¡r¡()t{~r (1ltle) ..J . If. /'5.05 (Dated) AlA Document D401TM - 2003. Copyrlght@ 1992 and 2003 by The American Institute of Architects. All rights reserved. WARNING: This AlA"' Document Is protected by U.S. Copyright Law and International Treaties. Unauthorl~ed reproduction or distribution of this AlA" Document, Of 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 10;38;16 on 11/15/2005 under Order No.1 000162486_1 which expires on 2/9/06, and is not for resale. User Notes: (1296057691) 1 PROJECT MANUAL August 1, 2005 Autumn F aire Neighborhood Park PHASE ONE CONSTRUCTION MERIDIAN PARKS AND RECREATION DEPARTMENT 11 West Bower St., Meridian, Idaho 83642 PROJECT CONSULTANTS LANDSCAPE ARCHITECT: JENSEN-BELTS ASSOCIATES 495 MAIN STREET BOISE, IDAHO 83702 208-343-7175, FAX 343-7178 ELECTRiCAL ENGINEER: FARREN ENGINEERING INc. 600 W CURLING DRIVE BOISE, IDAHO 83702 208-429-1309, FAX 208-429-1308 CIVIL ENGINEER: EARL, MASON, & ST ANDFÅ’LD, INC. 314 BADTOLA STREET CALDWELL, IDAHO 83605 208-454-0256, FAX 208-454-097 ARCHITECT: TOM ENSLEY & ASSOC1ATES 1002 BLAINE STREET SUITE 201 CALDWELL, IDAHO 83605 208-459-2889, FAX 208-459-6449 CONTENTS DIVISION 0 - BIDDING AND CONTRACT RE UIREMENTS Paee(s) Invitation to Bid Instructions to Bidders Supplementary Instructions to Bidders Bid Proposal Conditions of Agreement Abbreviated Fonn of Agreement Between Owner and Contractor General Conditions Supplementary General Conditions Contract Agreement Bid Bond Perfonning/Payment Bond Contractor's Affidavit Concerning Taxes 3 4 5-6 7-9 10 11 12 13-21 22 23 24 25 TECHNICAL SPECIFICATIONS 1. The following are included by reference as required in the Specifications: . . Idaho Standards for Public Works Construction. (ISPWC) Ada County Highway District Standard Supplemental Specifications and Standard Drawings. 2. Specification Sections Division 2 02810 Irrigation Systems 02900 Landscape Work 02830 Chainlink Backstop Division 16 16010 General Electrical Requirements 16060 Grounding and Bonding 16120 Conductors and Cables 16130 Raceway and Boxes 16210 Electrical Utility Service 16442 Panel Boards 16510 Luminaires DRAWINGS (Separately Bound) LO L1.0 L2.0 L3.0 L4.0 L5.0 Cl C2 Cover Sheet Reference Site Plan Enlarged Site Plan Landscape Plan Irrigation Plan Site Details Note & Detail Plan Grading and Drainage Plan C3 City of Meridian Details El Electrical Site Plan E 1.1 One Line Diagram & Details 2 INVITATION TO BID The City of Meridian, Idaho invites you to submit a fonnal sealed bid for the construction of Autumn Faire Neighborhood Park - Phase One Construction. The bids will be received at the Office of the City Clerk of the City of Meridian, 33 East Idaho Avenue, Meridian, Idaho 83642, until 2:00 pm prevailing local time, on Wednesday, August 17,2005. The bids will be opened and publicly read at that time. The project includes construction of parking lot and sidewalks, utilities, play area, security lights, trees, basketball court, and turf. A Public Works Contractor's License for the State of Idaho is required to bid on this work. A Pre-Bid Meeting will take place at Meridian Parks and Recreation Department, 11 W. Bower St., Meridian, Idaho, 83642 on Tuesday, August 9, 2005 at 2:00 pm (208-888-3579). Bids will be prepared on fonnssupplied by the City of Meridian. Bid packets are available at the office of Jensen Belts Associates, 495 Main Street, Boise, Idaho, 83702 (208-343-7175). A deposit of$50.00 per set is required which is refimdable upon return of the documents in good condition. Each bid shall be accompanied by a certified check, cashiers check, or bid bond in the sum of five percent of the total bid and made payable to the City of Meridian. Dated this 29th day of July, 2005 Tammy de Weerd, Mayor- City of Meridian Publishing Dates: August 1 and 8, 2005 3 INSTRUCTIONS TO BIDDERS AlA Document A 701, Instruction to Bidders, 1997 Edition is hereby included by reference and shall be a part of the Contract Documents. Copies of AlA Document A701 are available for review at the offices of the Landscape Architect. Copies of the document may be purchased from the American Institute of Architects or its local distributor. 4 SUPPLEMENTARY INSTRUCTIONS TO BIDDERS Make the following modifications and additions to ALA Document A701: Change Article 1.2 to read as follows: all definitions set forth in the General Conditions, Articles 7 through 20, inclusive of AlA Document A107, Abbreviated Owner- Contractor Agreement, or in other contract Documents are applicable to the Bidding Documents. 1. 2. Add to Article 3, the following: 3.3.2 Time for Receipt of Requests for Substitutions: Change time in this paragraph from ten day to seven days prior to the date for receipt of bids. 3. Add to Article 4, the following: 4.2.1.1 4.2.3.1 4.2.4 4.3.1.1 To be considered, proposals must be accompanied by an acceptable security, in an amount not less than five (5) percent of the total amount of the bid. The security may be in the fonn of a Bid Bond, a Certified or Cashier's Check on an Idaho bank, or cash. The bidder's security will be returned promptly after the Owner and the accepted bidder have executed a contract, or, if no award has been made within thirty days after opening of bids; upon demand of bidder at any time thereafter, so long as he has not been notified of the acceptance of his bid. A successful bidder who fails to sign the contract for work or furnish required bonds within ten days after receiving notice of acceptance of bid shall forfeit his security deposit. The Owner may award the contract to the next lowest bidder, in which any excess of the lowest bidder's security over the difference between the lowest and the next lowest bids will be returned to the lowest bidder, or, if bidder's bond is used, to the surety. If, upon forfeiture by the low bidder, the Owner does not award contract to the next lowest bidder, the security will go to planning and bid invitation costs. The mailing envelope containing the bid shall be plainly marked with the name of the project and be addressed as follows: City Clerk City of Meridian 33 East Idaho Avenue Meridian, ID 83642 Add to Article 7, the following: 4. 7.3.1 Perfonnance bond and labor and material payment bond required for this project in the amount of 100% of the Contract Amount, and by a surety company authorized to do business in Idaho. 5. Add to Article 8, the following: 5 8.1.1 6. Fonn of Agreement: Change the fonn of agreement in this paragraph to read: Abbreviated Fonn of Agreement Between Owner and Contractor, AlA Document AI07-1987. Article 9 - Supplementary Instructions 9.1 9.1.1 9.2.2 Eligible Subcontractors Pursuant to the requirements of Idaho Session Laws of 1963, Idaho Code 63-2310, the names and addresses of subcontractors (plumbing, mechanical, electrical) to whom work will be awarded, subject to the approval of Owner and Architect, shall be listed in the proposal. The Contractor shall not contract with any person or entity whom the Owner or the Architect has made reasonable objection. The Contractor shall not be required to contract with anyone to whom he has a reasonable objection. 6 BID PROPOSAL To: Meridian Parks and Recreation Department 11 W. Bower St. Meridian, ID 83642 For: Phase One: AUTUMN F AlRE NEIGHBORHOOD PARK Gentlemen: The Bidder, in compliance with your invitation for bids for the Project identified above, having examined the plans and specifications with related documents and the site of the proposed work, and being familiar with all of the conditions surrounding the proposed project including the availability of materials and labor, hereby proposes to furnish all labor, materials and supplies, and to perfonn the work in accordance with the Contract Documents, within the time set forth therein, and at the prices stated below. These prices are to cover all expenses incurred in perfonning the work required under the Contract Documents, of which this proposal is a part. Bidder hereby agrees to commence work under this contract on a date to be specified in writing for "Notice to Proceed" of the Owner and to substantially complete the work in the sequence and within (60) sixty calendar days thereafter, as stipulated in the specifications. Bidder further agrees to pay as liquidated damages, the sum of $250.00 for each consecutive calendar day thereafter that the work is not substantially complete. Bidder acknowledges the receipt of Addendum No. Base Bid: Bidder agrees to perfonn all of the work as described in the specifications and shown on the drawings for the sum of: ($ ) Alternate Bid: The Owner reserves the right to deduct any or all of the Alternate Bids from the contract agreement (AlA foro AID?) no later than ten (10) calendar days after notice to proceed. Alternate No I: Deduct asphalt path surface as shown on the drawings, and specified. Retain aggregate base as detailed. Deduct the lump sum of: ($ ) Alternate No.2: Construct two (2) chain link backstops, complete as shown on the drawings and specified. Deduct the lump sum of: ($ ) Alternate No 3: Construct irrigated turf as specified in lieu of concrete basketball courts, complete, including paving, striping, and goals, as shown on the drawings and specified. Deduct the sum of: ($ ) 7 Alternate No.4: Deduct twenty nine (29) trees, including installation as detailed and specified as indicated on the drawings. Deduct the lump sum of: ($ ) Alternate No.5: Deduct security light P-I, complete including footing, pole, luminaire, and wiring. Retain conduit and J-Box. Deduct the lump sum of: ($ ) Alternate No.6: Deduct security light P-2, complete including footing, pole, luminaire, and wiring. Retain conduit and J-Box. Deduct the lump sum of: ($ ) The Bidder agrees that this bid shall be good and may not be withdrawn for a period of thirty calendar days after the scheduled closing time for receiving bids Upon receipt of written notice of the acceptance of this bid, Bidder will execute the fonnal agreement within ten days and deliver a Surety Bond or Bonds as required by Article 7 of the Instructions to Bidders including paragraph 7.3.1 of the Supplementary Instruction to Bidders. The bid security attached in the amount of 5% of the bid amount is to become the property of the Owner in the event the Contract and bond are not executed within the time above set forth, as liquidated damages for the delay and additional expense to the Owner caused thereby. Pursuant to Section 67-2310, Idaho Code, commonly known as the naming law, the names and addresses of subcontractors to who work will be awarded, subject to approval of Owner and Architect, if Undersigned is awarded the contract are as follows: Plumbing: License No. Electrical: License No. Concrete Paving: License No. 8 The undersigned states that he is of this date duly licensed as a Public Works Contractor and further that he possesses State Contractor's License No. Dated at this day of Respectfully submitted: By: 20~. Company Business Address Signature Title Telephone 9 CONDITIONS OF AGREEMENT A. Owner/Contractor Agreement In case the work of this contract is awarded, the Owner and the successful bidder shall execute a contract in triplicate on "Abbreviated Fonn of Agreement Between Owner and Contractor", AlA Document A107, 1997 Edition, attached hereto. B. PerfonnancelPayment Bonds The successful contractor shall secure and pay for "Perfonnance Bond, Labor and Materials Payment Bond", AlA Document A3ll, latest edition. Liability under each of the bonds shall be 100% of the contract sum. Attorney who executes required bonds on behalf of surety shall affix thereto a certified and current copy of his power to attorney indicating the monetary limit of such power. No work will commence prior to delivery of the above documents to the Owner. C. General Conditions The "General Conditions" of AlA Document A107, 1997 Edition, relates directly to the work of this project and is hereby made a part ofthe contract. The contractor is hereby specifically directed, as a condition of the contract to acquaint himself with the articles contained therein and to notify and apprise all subcontracts, sub subcontractors, suppliers and any other parties of the contract or individuals or agencies engaged on the work as to its contents. Copies of these General Conditions may be obtained at the Owner's office. No contractual adjustments shall be due or become exigent as a result of failure on the part of the contractor to fully acquaint himself and all other parties to the contract with the conditions of Document A20 1. Any modifications and inconsistencies contained in the Supplementary Conditions or other provisions contained in the contract documents shall have precedence over and modify any articles or statements of the printed General Conditions. 10 ABBREVIATED FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR AlA Document A1O7, 1997 Edition, Standard Form of Agreement Between Owner and Contractor will be used as the agreement for this project. Copies of AlA Document AlD7 are available for review at the offices of the Landscape Architect. Copies of the document may be purchased from the American Institute of Architects or its local distributors. 11 GENERAL CONDITIONS AlA Document A20 1, General Conditions of the Contract for Construction, 1997 Edition, is hereby included by reference and shall be a part of the Contract Documents. Copies of AlA Document A201 are available for review at the office of the Landscape Architect. Copies of the document may be purchased from the American Institute of Architects or its local distributor. 12 SUPPLEMENTARY GENERAL CONDITIONS (To AlA Document A1O7 - 1997 Edition) GENERAL The following supplements modify, change, delete from or add to the "General Conditions", AlA Document A-I07. Where any article of the General Conditions is modified or any paragraph, subparagraph or clause thereof is modified or deleted by these supplements, the unaltered provisions of that article, paragraph, sub-paragraph or clause shall remain in effect. ARTICLE 6: CONTRACT DOCUMENTS Add the following: 6.6 6.7 6.8 6.9 The term "product" as used in these Supplementary Conditions includes materials, systems and equipment. The term "Project Manual" as used in these Supplementary Conditions is the volume which includes the Bidding Requirements, Conditions of the Contract and the Specifications. The contractor will be furnished free of charge 15 copies of the drawings and 15 copies ofthe Project Manual and will be furnished as many additional copies as he may require at cost of reproduction and handling. The term "construction" wherever used in the General or Supplementary General Conditions or in the drawings and Specifications shall include all ofthe work operations required for the Project including demolition, wrecking, removals and disposition of removed or demolished materials off site. ARTICLE 8: CONTRACTOR 8.13 Delete Article 8.13 as written. Add the following: After the contract has been executed, the Owner and Architect will consider a fonnal request for the substitution of products in place of those specified, under the following conditions. a. The request is accompanied by complete data on the proposed substitution substantiating compliance with the contract documents including product identification and description, performance and test data, references and samples where applicable, and an itemized comparison of the proposed substitution with the products specified or named by addenda, with data relating to contract time schedule, design and artistic effect where applicable, and its relationship to separate contracts. 13 8.14 8.15 8.16 8.17 8.18 b. The request is accompanied by accurate cost data on the proposed substitution in comparison with the product specified, whether or not modification of the contract sum is to be a consideration. Substitutions will not be considered if: a. They are indicated or implied on shop drawings submissions without the fonnal request required in Clause 10.12 above; or For their implementation they require a substantial revision of the contract documents in order to accommodate their use. b. The contractor, in consideration of securing the business of erecting or constructing public works in this state, recognizing that the business in which he is engaged is of a transitory character, and that in the pursuit thereof, his property used therein may be without the state when taxes, excises, or license fees to which the is liable become payable, agrees: a. To pay promptly when due all taxes, (other than on property), excises and license fees due to the state, its subdivision, and during the term of this contract, whether or not the same shall be payable at the end of such term; That if the said taxes, excises, and license fees are not payable at the end of said tenn, but liability for the payment thereof exists, even though the same constitute liens upon his property to secure the same to the satisfaction of the respective officers charged with the collection thereof; and, That, in the event of his default in the payment of securing of such taxes, excises, and license fees, to consent that the department, officer, board or taxing unit entering into this contract may withhold from any payment due him hereunder the estimated amount of such accrued and accruing taxes, excises, and license fees for the benefit of all taxing units to which said contractor is liable. b. c. Before entering into a contract, the contractor shall be authorized to do business in the state and shall submit a properly executed Contractor's Affidavit Concerning taxes. Contractor shall secure and pay for the original building permit and all other pennits, governmental fees and license necessary for proper execution and completion of the Work which are applicable at the time the bids are received, and shall secure and pay for any subsequent building permits, governmental fees and licenses as may be required for the Work. It is not the responsibility of the contractor to make certain that the drawings and specifications are in accordance with applicable laws, statutes, building codes and regulations. Preconstruction Meeting. Prior to commencing work at the project, contractor, subcontractors, and their key personnel associated with the project shall attend a preconstruction meeting with the Architect and other representatives of the Owner at the site, at time designated by the Architect. 14 8.19 8.20 8.21 8.21.1 8.21.2 Bi-Monthlv Meeting. In addition to preconstruction meeting, regular Bi-monthly meetings will be scheduled to review progress of the various parts of work, review any problems relative to delivery of materials, coordination, cooperation, etc. Contractor shall be responsible for having a representative from each of his subcontractors who are involved with work at that time or will be scheduled to provide work during critical periods of schedule. All key personnel associated with project shall attend unless specifically excused. Details for confining the contractor's operations to specific areas during the several stages of construction are included in the Technical Specifications. Indemnification Indemnity Clause Contractor shall defend, indemnify, and save completely harmless Owner, and all its officers, agents, and employees from and against any and all demands, suits, actions, claims, loss or damage of any kind, character or description, whether or not meritorious, in any manner arising out of or occurring by reason of or in relation to: (1) operations under or pertaining to this contract, or (2) any act or omission of contractor, his agents, servants or representatives, or (3) occurrences at or connected with the work site, or (4) use, occupancy or possession of work site prior to Owner's acceptance ofthe work, or (5) by or in consequence of use of any unacceptable materials in constructing the work; and further, but without limitation, contractor shall protect: (1) all rights of way, walkways, street and alley surfaces, and (2) all utility, sewer, water, gas, telephone and electric power lines and easements in or on or over easements or public ways, and (3) all adjoining or affected other property; and shall be responsible for and shall pay on Owner's behalf all sums Owner becomes obligated to pay because of claims or damage, injury, or destruction to or of any property, including the loss or interruption of use thereof, by reason of any cause whatever arising our of construction, work or operations under or in any way pertaining to this contract or the work herein referred to. This paragraph shall apply also to any extra work additions, amendments and modifications of this contract, however affected. Indemnification and Insurance Contractor shall indemnify and save and hold harmless Owner and Meridian City from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses caused or incurred by Contractor, its servants, agents, employees, guests, and business invites, and not caused by or arising out of the tortuous conduct of Owner and Meridian City or its employees. In addition, contractor shall maintain, and specifically agree that it will maintain, throughout the term of this Agreement, liability insurance in the minimum amount as specified in the Idaho Tort Claims Act set forth in Title 6, Chapter 9 of the 15 Idaho Code. The limits of insurance shall not be deemed a limitation of the covenants to indemnify and save and hold hannless Owner and Meridian City and if Owner, and Meridian City becomes liable for an amount in excess of the insurance limits, herein provided, contractor covenants and agrees to indemnify and save and hold harmless Owner and Meridian City from and for all such losses, claims, actions, or judgements for damages or liability to persons or property. Contractor shall provide Owner with a Certificate of Insurance or other proof of insurance evidencing Contractor's compliance with the requirements of this paragraphs and file such proof of insurance with City of Meridian. In the event the insurance minimums of the Idaho Tort Claims Act are changed, Contractor shall immediately submit proof of compliance with the changed limits. ARTICLE 9: ARCHITECT'S ADMINISTRATION OF THE CONTRACT Add the following: 9.12 Contractor shall furnish a Performance Bond in an amount equal to one hundred percent (100%) of the contract sum as security for the faithful performance ofthis contract and also a Labor and Materials Payment bond in an amount not less than one hundred percent (100%) of the contract sum or in a penal sum not less than that prescribed by state, territorial or local law, as security for the payment of all persons performing labor on the project under this contract and furnishing materials in connection with this contract. The Performance Bond and Labor and Materials Payment Bond may be in one or in separate instruments in accordance with local law and shall be delivered to the Owner not later than the date of execution of the contract. ARTICLE 14: PAYMENTS AND COMPLETION Add the following: 14.6 14.7 14.7.1 The schedule of values shall be prepared in such a manner that each major item of work and each subcontracted item of work is shown as a single line item in AlA Document G702A, Application and Certificate for Payment, Continuation Sheet, or other approved form. The form of Application for Payment shall be AlA Document G702, Application and Certificate for Payment, supported by AlA Document 0702A, Continuation Sheet, or other approved form. Until final payment, the Owner will pay 90 percent of the amount due to the contractor on account of progress payments. If the manner of completion of the work and its progress are and remain satisfactory to the Architect, and in the absence of other good and sufficient reasons, for each work category shown to be 50 percent or more complete in the Application for Payment, the Architect shall, with reduction of previous retainage, on presentation by the contractor of Consent 16 14.7.2 14.8 14.9 14.1 0 14.11 14.12 14.13 of Surety for each application, certify and remaining progress payments for each work category to be paid in full. The full contract retainage may be reinstated if the manner of completion of the work and its progress do not remain satisfactory to the Architect, or if the Surety withholds his consent, or for other good and sufficient reasons. Progress payments will fall due on or about the tenth day of each month, assuming the receipt of Application for Payment is received not later than the first day of the month. When the work is determined to be substantially complete, the contractor shall submit to the Architect an itemized Application for Payment for the entire contract sum less the amounts for all incomplete work, unsettled claims and retainage. In addition to the above, neither the final payment nor the remaining retained percentage shall become due until the following requirements shall have been fulfilled. Contractor shall deliver the following enumerated items to Architect, preferably in a single package, properly labeled item by item to indicate all materials, equipment and documents contained therein. Upon approval by Architect, all materials, equipment and documents will be delivered to Owner by Architect. 1. As-Built Drawings as specified. 2. All keys, construction and permanent, properly identified. The Owner will suffer undue inconvenience and financial loss if the work of the contract is not substantially completed as provided in the Agreement. The contractor and his surety shall be liable for and pay to the Owner the sum of $250.00 as fixed and agreed liquidated damages for each calendar day for such delay beyond the agreed completion date. Additional cost to the Owner for providing continued architect/engineer services caused by the contractor's failure to fully complete the work in accordance with the contract shall be borne by the contractor. The time allowed for Substantial Completion for this project is specified in the Bid Proposal. ARTICLE 15: PROTECTION OF PERSONS AND PROPERTY Add the following: 15.3 All public and private improvements on property adjacent to site shall be 17 adequately protected by contractor from all damage arising from the work. All damage so occurring shall be satisfactorily repaired or the damaged item replaced by the contractor. Before start of work, contractor shall inspect premises and report in writing to Architect all existing damage and unsatisfactory conditions. Nature and extent of these conditions will be verified by Architect or his representative and contractor will be relieved of responsibility for correction of such damage upon completion of work, unless such responsibility shall subsequently be included in the contract by mutual consent. 15.4 Contractor shall furnish and pay for watchman services as he may deem necessary to properly safeguard equipment, tools, appliances, and work during hours that operations under contract are or are not being perfonned. Owner will not assume any responsibility for loss of, or damage to, materials, tools, appliances or work arising from acts of theft, vandalism, malicious mischief or other causes. 15.5 ARTICLE 16: INSURANCE 16.1 16.1.1 In the first line following the work "maintain", insert the words "in a company or companies licensed to do business in the state in which the project is located. Basic Requirements: 1. a. Workmen's Compensation - Statutory. b. Employer's Liability - $1,000,000 2. Comprehensive General Liability: Covering Bodily Injury and Property Damage Liability, as follows: a. Operations and Premises. b. Contractual c. Completed Operations. This coverage shall continue for one year after completion of job or acceptance by owner. d. Protective Liability, with the following minimum limits: Bodily Injury $100,000 each occurrence $1,000,000 aggregate Property Damage $100,000 each occurrence $1,000,000 aggregate 3. Automobile Liability: Including all owned, hired and non-owned automobiles, with the following minimum limits: $500,000 each person 18 16.1.2 16.1.3 $500,000 per occurrence for Bodily Injury $100,000 per occurrence for Property Damage 4. The insurance above shall include a provision that the Owner shall be given thirty 130) days advance written notice prior to the effective date of any cancellation or material change in such insurance. 5. Contractor shall require proof of insurance in accordance with 2 and 3 above from any subcontractor. 6. Contractor shall coordinate the above insurance with Owner-carried insurance so as to provide coverage for the following if not covered by Owner: Special Hazards: the following special hazards shall be covered by rider or riders to the policies required under paragraphs above, or by separate policies of insurance. Said riders, policy or policies shall be in the same amounts as set forth in paragraphs above, and shall cover the operation of automobiles, trucks, tractors, cranes, loaders, dumpsters, and elevators, hoists and similar heavy equipment if same are used on the work. If any or all of such items or equipment are not to be operated on the work, contractor shall so advise the Architect by letter at time of submitting proof of carriage of insurance. 7. Owner, Contractor, subcontractors, and sub-subcontractors shall be named as joint insurers under each required insurance and each insurance shall include a waiver of subrogation rights with respect to the Owner. Each liability insurance shall include a waiver of care, custody, and control exclusions except for the portion of work actually being perfonned or installed. 8. Independent Contractors - Same limits as above. The contractor shall secure, pay for and maintain at all times during the prosecution of the work a "Comprehensive General Liability" policy providing the Owner as a named insured with the following limit: Combined Single Limit - $1,000,000.00 Furnish one copy of certificates herein required for each copy of the Agreement; specifically set forth evidence of all coverage required by subparagraphs 11.1.1 and 11.1.2. The fonn of the Certificate shall be AlA Document G705 or other 19 approved form. Furnish to the Owner, copies of any endorsements that are subsequently issued amending coverage or limits. Delete Clauses 16.3, 16.4 and 16.5 ARTICLE 20: TERMINATION OF CONTRACT Add the following: 20.3 If Owner is compelled to incur any expenses including reasonable attorney's fees in instituting and prosecuting any action of proceeding by reason of any default of CONTRACTOR hereunder, the sum or sums so paid by OWNER with all interest, costs, and damages shall be due from CONTRACTOR to OWNER on the first day of the month following the incurring of such respective expenses. This provision shall be deemed to be a separate contract between the OWNER and the CONTRACTOR and shall survive any default, termination or forfeiture of this Contract. ARTICLE 21: MISCELLANEOUS REOUIREMENTS 21.1 Wording of These Specifications These specifications are of the abbreviated or "streamlined" type and frequently include incomplete sentences. Words such as "shall", "shall be", "the contractor shall", and similar mandatory phrases shall be supplied by inference in the same manner as they are in a note on the drawings. The contractor shall provide all items and shall perform all operations listed and shall furnish all labor, materials, equipment, services, and incidentals required for their completion. 21.2 " Mechanical Contractor" - " Electrical Contractor" Only the General Contractor has any contractual relationship with the Owner. References in the mechanical or electrical specifications or on the drawings to "Mechanical Contractor", "Electrical Contractor", or any other contractor named by trade shall mean the general contractor to whom this contract is awarded. 21.3 Number of Specified Items Required Wherever in these specifications an article, device or piece of equipment is referred to in the singular number, such reference shall apply to as many articles as are shown on the drawings or required to complete the installation. 21.4 Work by Owner Owner shall have the right to occupy any portion of the work which has been substantially completed and to install or do other work not included as a part of this contract. 21.5 Prior Use or Occupancv 20 The Owner reserves the right to use or occupy the project site or any part thereof prior to final acceptance. Such use or occupancy shall not constitute acceptance of the work or any part thereof. 21.6 Definitions The word "approved" as used herein means "approved by the Architect". "For approval means "for the Architect's approval". "Selected" means "selected by the Architect". "Provide" means "furnish and install". Where the words "or approved" are used, the Architect is the sole judge of the quality and suitability of the proposed substitution. The project Landscape Architect and the term "Architect", as referenced in the specifications shall be used interchangeably. 21.7 Inadequacies and Omissions Contractor shall give written notice of any inadequacies and/or omissions in the plans and specifications within a reasonable time after commencing work. After such time as determined reasonable by the Architect, the contractor shall be responsible. CONTRACT AGREEMENT AlA Document A1O1, Standard Form of Agreement Between Owner and Contractor, 1997 Edition, is hereby included by reference and shall be a part of the Contract Documents. Copies of AlA Document A 101 are available for review at the office of the Architect. Copies of the document may be purchases from the American Institute of Architects or its local distributor. 21 BID BOND AlA Document A310, Bid Bond, is hereby included by reference and shall be a part of the Contract Documents. Copies of AlA Document A31 0 are available for review at the office of the Architect. Copies of the Document may be purchases from the American Institute of Architects or its local distributor. 22 PERFORMING/P A YMENT BOND The successful Contractor shall secure and pay for "Performance Bond, Labor and Materials Payment Bond" AlA Document A311, latest edition. Liability under each of the bonds shall be 100% of the contract sum. Attorney who executes required bonds on behalf of surety shall affix thereto a certified and current copy of his Power of Attorney indicating the monetary limit of such power. No work will commence prior to delivery of the above documents to the Owner. 23 CONTRACTOR'S AFFICA VIT CONCERNING TAXES STATE OF COUNTY OF Pursuant to the Idaho Code, Title 63, Chapter 15, I the undersigned, being duly sworn, depose and certify that all taxes, excises and license fees due to the State of Idaho and its taxing units, for which I or my property is liable, then due or delinquent, have been paid, or arrangements have been made, before entering into a contract for construction of any public works in the State of Idaho. Name of Contractor Address City and State By: Authorized Representative Subscribed and sworn to before me this day of 20 . Notary Public, residing at Commission Expires: 24 25