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Standard Form of Agreement with Modern Roofing (Construction Manager Kreizenbeck) for City Hall Remediation Roof Repair and Replacement~ ~ ~ ~ Tp •f~•= Document A132 - 2009 Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition AGREEMENT made as of the Sixteenth day of February in the year Two Thousand Twelve (In wards, indicate dory, month and year.) ADDITlONt3 AND DELETiON$: The author of this document has BETWEEN the Owner: added information Headed for its (Name, legal status, address and other information) completion. The author may also have revised the text of the original City of Meridian AIA standard form. An Addhtons aRB 33 East Broadway Avenue Deletions Report that notes added Meridian, Idaho 83642 information as weal as revisions to the vertical line in the left margin of this and the Contractor: document indicates where the author (Name, legal status, address and other information) has added necessary information and where the author has added to or Quality Tile Roofing, Inc. dba Modern Roofing deleted from the original AIA text. 8620 West Franklin Road This document has important legal Boise, Idaho 83709 consequences. Consultation with an Telephone Number: 208-322-2500 attorney is encouraged with respect Fax Number: 208-322-2543 to its completion or modification. for the following Project: This document is intended to be used (Name, Location and detailed description) in conjunction with AIA Documents A232TM-2009, General Conditions of the Contract fa Construction, Meridian City Hall Construction Manager as Advisor Remediation -Roof Repair /Replacement Edition; B132TM-2009, Standard 33 East Broadway Avenue Form of Agreement Between Owner Meridian, Idaho 83642 and Archftect, Construction Manager as Adviser Edition; and C132TM-2009, Standard Form of The Construction Manager: Agreement Between Owner and (Name, legal status, address and other information) Construction Manager as Adviser. AIA DocumentA232TM-20091s IZreizenbeck, LLC DBA Kreizenbeck Constructors, Other adopted in this document by 251 East Front Street reference. Do not use with other Suite 110 general conditions unless this Boise, Idaho 83742 document is modified. The Architect: (Name, legal status, address and other information) ZGA Architects & Planners 565 West Myrtle Street Suite 225 Boise, Idaho 83702-7606 Telephone Number: {208) 345-8872 Fax Number: (208) 343-7162 AIA Document A132TM - 2008 formerly A109 TMCMs - 99921. Copyright O 1975, 1980.1992 and 2009 by The American Instltu6e of Architects. All rights Inik reserved. WARNING: Thla A1A~ Document la protected by U.8. Copyright Lew end Intamatlanal Treatise. Unauthortzsd reproductJon or dlstrfbution o} ,) 4hla AtA° Document, or any portion of h, may result in severe civil and erlminat panaltlea, and will be prosecuted to the maximum extent possible under ~ the law. This document was produced by AIA sofkware at 11:52:18 on 02/29/2012 under Order No.590742880~ 1 which expiroa on 81!1712013, and is not for resale. User Notes: (8752512431 The owner and Contractor agree as follows. AIA Document A932T" -2008 rom,eriy A909 TMGMs - 9991). Copyright <? 1975, 1980, 1992 and 2009 by The American lnetitute a Architects. Ail rights ~~~ reserved. WARNING: Thla AIA Dotumsnt is protected by U.3. Copyright Law and International Trestles. Unauthorized reproduction or diaMbutlon o! this AIAi° Document, or any portion of !t, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent poss{ble under ~ the taw. This document was produced by AIA software at 9 9:52:98 on 02!2912012 under OMer No.5907428800_1 which expires on 01197!2013, and la nottor resale. User Notss: (875251243) TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 4 CONTRACT SUM 5 PAYMENT5 6 DISPUTE RESOLUTION 7 TERMINATION OR SUSPENSION 8 MISCELLANEOUS PROVISIONS 9 ENUMERATION OF CONTRACT DOCUMENTS 'i0 INSURANCE AND BONDS ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement, all of which form the Contract, and art as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 9. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 3.1 The date of commencement ofthe Work shall be the date of this Agreement unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner. {Insert the date of commencement, if it dyers from the date of this Agreement or, if applicable, state that the date will be fixed in a notice to proceed) ~ The commencement date will be fixed in a notice to proceed. If, prior to the commencement of the Work, the Owner requires time to &le mortgages, mechanics' liens and other security interests, the Owner's time requirement shall be as follows: § 3.2 The Contract Time shall be measured from the date of commencement. § 3.3 The Contractor shall achieve Substantial Completion of the entire Wark not later than ( }days from the date of wmmencement, or as follows: (Insert number of calendar days. Alternatively, a calendar date maybe used when caardirrated with the date of commencement. If appropriate, insert requiriements for earlier Substantial Completion of certain portions of the WorlG) The Contractor shall achieve Substantial Completion of the entire Work not later than August 8, 2012. AIA Document A132*" - 2009 fom,eriy A101 T"CINa -18921. Copyright m 1975,1980, 1882 and 2009 by The American Inatltute of Arrhltecis. All rights Init rewnred. WARNING: This AIA~ Document le protected by U.S. Copyright Law and Intamatlonal Trestles. Unauthorized reproduction or dlatribution o} this AIAR Document, or any portion of It, may result In severe civil and criminal penattles, and will be prosecuted to the maximum extent possible under t the taw. This documsntwas produced by AIA aotlware at 11:52:58 on 02!2912012 under Order No.5907428800 1 which expiros on O1H 712013, and is nottor resale. User Notes: (875251243) Partlon of the Work Substantial Completion Date subject to adjustments of this Contract Tirne as provided in the Contract Documents. (Insert provisions, if any, for liquidated damages relating to failure to achieve Substantial Completion on time or for bom~s payments for early completion of the Work} In within the Contract Time, the utn of One 'Thousand Dollars ($1,000.00) or'/.% of the Contract Value {whichever is greater) for each and every calendar day following the end of the Contract Time until Substantial Completion is achieved; provided that the Contractor shall not be liable for liquidated damages for a day, or days of the excusable delay occurring during such period following the end of the Contract Time. ARTICLE 4 CONTRACT SUM § 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum shall be one of the following: (Check the appropriate box.) [ X ] Stipulated Sum, in accordance with Section 4.2 below [ ] Gost of the Work plus the Contractor's Fee without a Guaranteed Maximum Price, in accordance with Section ~.3 below [ ] Cost of the Work plus the Contractor's Fee with a Guaranteed Maximum Price, in accordance wi#h Section 4.4 below (Based on the selection above, complete Section 4.2, d.3 or 4.4 below Based on the selection above, also complete either Section 5.1.4, 5.1. S or 5.1.6 below.) § 4.2 Stipulated Sum § 4.2.1 The Stipulated Sum shall be Three Hundred Two Thousand Eight Hundred Ninety-three Dollars and Zero Cents {$ 302,893.00 ), subject to additions and deletions as provided in the Contract Documents. § 4.2.2 The Stipulated Sum is based on the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: (State the numbers or other identification of accepted alternates If the bidding or proposal documents permit the Owner to accept other alternates subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when that amount expires.} NfA § 4.2.3 Unit prices, if any: (Identify and state the unit price, and state the quantity limitations, if amy, to which the unit price will be applicable.) item Units and Limitations Price per Unit (50.00) § 4.2.4 Allowances included in the Stipulated Sum, if any: (Identify allowance and state exclusions, if arty, from the allowance price.} item Allowance § 4.3 Cast of the Work Plus Gontractor's Fee without a Guaranteed Maximum Price § 4.3.1 The Contract Sum is the Cost of the Work as defined in Exhibit A, Determination of the Cost of the Work, plus the Contractor's Fee. AIA Document A132TM - 2008 tormerty A101 p1CMa -1992}. Copyright Cr 1975. 1980,1992 and 2009 by The American Instltute of Anchiteets. Ail rights Init. reserved. WARNING: This AIA~ Document is protected by U.S. Copyright Law and Intemetlonal Treatise. Unauthorized reproduction or distribution at ~ this AiA' Document, or any portion of h, may result in severe civil and crimlrtal penalties, and will be prosecuted to the maximum extant possible under t the law. This document was produced by AIA soRwaro at 11:52:18 on 02/2912012 under Qrder No.5907428800 1 which expires an 01117!2013, and Is nottor rosale. UaerNotes: {875251243} § 4.3.2 The Cantractar's Fee; (State a lump sum, percentage of Cast of the York or other provision for determining the Contractor's Fee.) § 4.3.3 The method of adjustment of the Coniractar's Fee for changes in the Work: § 4.3.4 Limitations, if any, on a Subcontractor's overhead and profit for increases in the cost of its portion of the Work: § 4.3.5 Rental rates far Contractor-owned equipment shall not exceed percent ( °ls} of the standard rate paid at the place of the Project. § 4.3.6 Unit prices, if any: (Identify and state the unit price; state quantity limitations, ifany, to which the unit price will be applicable.} Item Units and Limitations Price per Unit {50.00) § 4.3.7 The Contractor shall prepare and submit to the Construction Manager for the Owner, in writing, a Control Estimate within 14 days of executing this Agreement. The Control Estimate shall include the items in Section A.1 of Exhibit A, Determination of the Cost of the Work § 4.4 Cost of the Work Plus Contractor's Fee with a Guaranteed Maximum Price § 4.4.1 The Contract Sum is the Cost ofthe Work as defined in Exhibit A, Determination of the Cost of the Work, plus the Contractor's Fee. § 4.4.Z The Contractor's Fee: (State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor's Fee.) § 4.4.3 The method of adjustment of the Contractor's Fee for changes in the Work: § 4.4,4 Limitations, if any, on a Subcontractar's overhead and profit for increases in the cost of its portion of the Work: § 4.4.5 Rental rates for Contractor-owned equipment shall not exceed percent ( °1e} of the standard rate paid at the place of the Project. § 4.4.6 Unit Prices, if any: (Identify and state the unit price, and state the quantity limitations, if arry, to which the unit price will be applicable.) Item Units and Limitations Price per Unit (50.00) § 4.4.7 Guaranteed Maximum Price § 4.4.7.1 The sum of the Cost ofthe Work and the Contractor's Fee is guaranteed by the Contractor not to exceed ($ ), subject to additions and deductions by changes in the Work as provided in the Contract Documents. Such maximum t0tt. AIA Document A732TM - 2008 formerly At07 TMCMa - 78'82). Copyright O 1975,1980.. 4982 and 2009 by The American institute of Architects. All rights reserved. WARNING: Thla AIA Document is protected by U.3. Copyright Law and Intematlonal Treatise. Unauthorized reproduction or dlstrlbu8on of ~ this AIA° Document, or any poRlan of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under t the law. This dowmeM was produced by AIA aoftwaro at 11:5216 on 02/29/2012 under Order No.5907428800 4 which expires an 01/17/2013, and Is not for resale. User Notes: (8752512431 Costs which would cause the ut reimbursement by the Owner. § 4,4.7.2 The Guaranteed Maximum Price is based on the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: § 4.4,7,3 Allowances included in the Guaranteed Maximum Price, if any: (Identify and state the amounts of arty allowances, and state whether they include labor, materials, or both.) Item Allowance § 4.4,7,4 Assumptions, if any, on which the Guaranteed Maximum Price is based: ARTICLE 3 PAYMENTS § 5.1 Progress Payments § 5.1.1 Based upon Applic make progress payments on account Contract Documents. as § 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: 5.1.3 Provided that an Application for Payment is received by the Construction Manager not later than the venty-fifth day of a month, the 4wn~ shall make payrr-ent of the certified amount in the Application for Payment to ~e Contractor not later than the Twenty-fifth day of the following month. If an Application for Payment is received the Construction Manager after the application date fixed above, payment shall be made by the Owner not later than hirty (30 }days after the Construction Manager receives the Application for Payment. ederal, state or local laws may require payment within a certain period of time.) Where the Contract Sum is Based on a Stlpulated Sum be Architect, shall be used as a basis for reviewing the Manager and i Manager or § 5,1.4.2 Applications for Payment shall show the percentage of completion of each portion ofthe Work as of the end of the period covered by the Applicatian for Payment. § 5,1.4.3 Subject to the provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: ,1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the total Contract Sum allocated to that portion of the Work in the approved schedule of values, less retainage of Five tnh. AIA Document A132TM - 2009 ~formeriy A101 TMCMa -19921. Copyright O 1975, 1980, 1992 and 2009 by The American Institute of Architects. Ail rights reserved. WARNING: This AIA Document b protected by 11.8. Cppyelght Law and Intematlonal Treatlea. Unauthorized roproduetlon or dlsGibution of 6 this AIAe Document, or any poRlon a! It, may resuk In severe civil end criminal penaklea, and will be prosecuted to the maximum extent posalble under t the law. This documeni was produced by AIA software at 11:52:18 on 42!29!2012 under Order No.5907428800 1 which expires on 01!1712013, and la nit for rosale. User Notes: (875251243 .2 .3 .4 .5 Subtract amounts, if t Contract Documents. in the § 5.1.4.4 The progress payment amount determined in accordance with Section 5.1.4.3 shall be further modified under the following circumstances: .1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to and the Architect determines for incomplete or defective Work, or both and unsettled claims; and .2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable in accordance with Section 9.10.3 of the General Conditions, as modified. § 5.1.4.5 Reduction or limitation of retainage, if any, shall be as follows: is not exvlained elsewhere rn the No reduction in retainage will be allowed prior to final completion without written approval of the Owner. § 5.1.4.$ A condition will be included forbidding more retainage from a contractor or supplier than retained from their portion ofthe Work. § 5.1.5 Progress Payments Where the Contract Sum is Based an the Cost of the Work without a Guaranteed Maximum Price § 5.1.5.1 With each Application for Payment, the Contractor shall submit the cost control information required in Exhibit A, Determination of the Cost of the Work, along with payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached and any other evidence required by the Owner, Construction Manager or Architect to demonstrate that cash disbursements already made by the Contractor on account of the Cost of the Work equal or exceed (1) progress payments already received by the Contractor; less (2) that portion of those payments attributable to the Contractor's Fee; plus (3) payrolls for the period covered by the present Application for Payment. § 5.1.5.2 Applications for Payment shall show the Cost of the Work actually incurred by the Contractor through the end of the period covered by the Application for Payment and for which the Contractor has made or intends to make actual payment prior to the next Application for Payment. § 5.1.5.3 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: .1 Take the Cost of the Work as described in Exhibit A, Determination of the Cost of the Work; .2 Add the Contractor's Fee, less retainage of percent { %). The Contractor's Fee shall be coml upon the Cost of the Work described in that Section at the rate stated in that Section; or if the the Cost of the Work beazs to a reasonable estimate of the probable Cost of the Work upon its completion; .3 Subtract retainage of percent { %} from that portion of the Work that the Contractor self-performs; .4 Subtract the aggregate of previous payments made by the Owner; .5 Subtract the shortfa]I, if any, indicated by the Contractor in the documentation required by Article 5 ar inik AEA Document A132TM - 2449 ~fom-erly Ai41 TMCMa-1882j. Copyright O i 975,1980,1992 and 2409 by The American Institute of Architects. All rights reserved. WARNING: Thla AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthor{zad reproduction or distribution of 7 this AIA° Document, or any portion of It, may reauR In seven civil end criminal penalties, and will qe prosecuted to the maximum extent poselble under t the law. This document was produced by AIA aotlwart at 11:52:16 on 02!29/2012 under Order No.5907428840 1 which expires on 41117/2013, and is not Tar resale. User Motes: {875251243) corporation in the completed construction (or, if approved in stored offthe site at a location agreed upon in writing), less .6 Subtract amounts, if any, for which the Construction Manager or Architect has withheld or withdrawn a Certificate for Payment as provided in Section 9.5 of AIA Document A232r"~2009, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition. ~ 5.1.5.4 The Owner, Construction Manager and Contractor shall agree upon (1) a mutually acceptable procedure far review and approval of payments to Subcontractors and (2) the percentage of retainage held on Subcontracts, and the Contractor shall execute subcontracts in accordance with those aureements. § 5.1,5.5 In taking action on the Contractor's Applications far Payment, the Construction Manager and Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Contractor and shall not be deemed to represent that the Construction Manager and Architect have made a detailed examination, audit or amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Ovtm~. § 5.1.5.6 Except with the Owner's prior approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. § 5.1.6 Progress Payments Where the Contract Sum is Based on the Cost of the Work with a Guaranteed Maximum Price § 5.1.6.1 With each Application for Payment, the Contractor shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner or Architect to demonstrate that cash disbursements already made by the Contractor on account of the Cost of the Work equal or exceed (1) progress payments already received by the Contractor; less (2) that portion of those payments attributable to the Contractor's Fee; plus (3) payrolls for the period covered by the present Application for Payment. § 5.1.6.2 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work and be prepared in such form and supported by such data to substantiate its accuracy as the Construction Manager and Architect may require. This schedule, unless objected to by the Construction Manager or Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. ~ 5.1.6.3 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. § 5.1.6.4 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: .1 Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share ofthe Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as provided in Section 7.3.10 of AIA Document A232-2009; .2 Add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment .3 Add the Contractor's upon the Cost of the fixed sum in that Sect of the Work bears to s .4 Subtract retainage of .5 Subtract the a¢¢re¢at~ be shall be an amount that bears the same ratio to that fixed-sum fee as the Cost AtA Document A132TM -200'8 mterly A101 TMCMa -1882). Copyright 4'91975, 1880,1882 and 2009 by The American Institute a<Archite~ts. All rlphta init. reserved. wARNINO: This AIA~Document is protectest by V.S. Copyright Law and Intematlonal Trestles. Unauthorized reproduction or dbtribvtlon of $ this AIA` Document, or any portion of $ may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent posalble under ~ the law. This document was produced by AIA software at 11:52:18 on 02/29/2012 under Order No.590742t3$00 1 which expires Or101/1712013, and is notfor resale. User iVotes: (875251243y .$ Subtract the shortfall, if any, indicated by the Contractor in the documentation required by Section S.l.d.l to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentation; and .7 Subtract amounts, if any, for which the Construction Manager or Architect have withheld or nullified a Cerfificate for Payment as provided in Section 9.5 of A.IA Document A232--2009. execute subcontracts in accordance with § 5.i.fi.6 in taking action on the Contract be entitled to rely on the accuracy and ec Construction Manager or Architect have made exhaustive or continuous on-site inspections; or that the Construction Manager or Architect have made examinations to ascertain haw or for what purposes the Contractor has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, ifrequired by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner. § 5.1.6.7 Except with the Owner's prior approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. ~ 5.2 Final Payment ~ 5.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when .1 the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work as provided in Section 12.2 of A.IA Document A232 2009 as modified, and to satisfy other requirements, if any, which extend beyond final payment; .2 the Contractor has submitted a final accounting for the Cost of the Work, pursuant to Exhibit Ay Determination of the Cost of the Work when payment is on the basis of the Cost of the Wark, with or .3 a or as follows: the issuance of the final Certificate for Payment or Project ARTICLE 6 DISPUTE RESOLUTIQN § 6.1 Initial Derision Maker The Architect will serve as Initial Decision Maker pursuant to Section 15.2 of AIA Document A232 2009 as modified, unless the parties appoint below another individual, not a party to this Agreement, to serve as Initial Decision Maker. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.) § 6.2 Binding dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Section 15.3 of AIA Document A232 2009 as modified, the method of binding dispute resolution shall be as follows: (Check the appropriate bar. If the t7wner and Contractor do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competentfurisdiction.) AIA Document A132TM - 2049 formerly A101 TMCMa -1992}. Copyright G 1975,1980, 1992 and 2009 by The American Institute Of Arohitec4s. All rights (tiff. reeerve~. WARNING' Thts AIA~ Document Is protected by U.B. Copyright Law and International Treaties. Unauthorized reproduction ordiaUibutlon of g this AIA Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent poaelble under t the law. This document was produced by AIA soYlware at 11:52:18 on 02!2912012 under Order No.5907428800 1 which expires on 01!17/2013, and is not for resale. User Notes: (875251243} ( ] Arbitration pursuant to Section 15.4 of A]A Document A232-2009. [ X J Litigation in a court of competent jurisdiction. ~ j Other: (Sped) ARTICLE 7 TERMINATION OR SUSPENSION § 7.1 Where the Contract Sum is a Stipulated Sum § 7.1.1 The Contract may be terminated by the Owner ar the Contractor as provided in Article 14 of AIA Document A232-2004 as modified. § 7.1.2 The Work maybe suspended by the Owner as provided in Article 14 of AIA Document A232 2009 as modified. § 7.2 Where the Contract Sum is Based on the Cost of the Work with or without a Guaranteed Maximum Price § 7.2.1 Subject to the provisions of Section ?.2.2 below, the Contract may be terminated by the Owner ar the Contractor as provided in Article 14 of AIA Document A232-2009. as follows: .2 Add the Contractor's Fee computed upon the Cost ofthe Work to the date of termination at the rate stated in Sections 4.3.2 or 4.4.2, as applicable, or, if the Contractor's Fee is stated as a fixed sum, ar .3 Subtract the and § T.2.3 If the Owner terminates the Contract for cause when the Contract Sum is based on the Cost ofthe Wark with a Guaranteed Maximum Price, and as provided in Article 14 of AIA Document A232-2009, the amount, if any, to be paid to the Contractor under Section 14.2.4 of AIA Document A232-2009 shall not cause the Guaranteed Maximum Price to be exceeded, nor shall it exceed the amount calculated in Section 7.2.2. § T.2.4 The Owner shall also pay the Contractor fair compensation, either by purchase or rental at the election ofthe Owner, for any equipment owned by the Contractor that the Owner elects to retain and that is not otherwise included in the Cost ofthe Work under Section '7.2.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Contractor shall, as a condition of receiving the payments referred to in this Article 7, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights ofthe Contractor, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Contractor under such subcontracts or purchase orders. § 7.2.5 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A232 2009; in such case, the Contract Sum and Contract Time shall be increased as provided in Section 14.3.2 of AIA Document A232 2009, except that the term 'profit' shall be understood to mean the Contractor's Fee as described in Sections 4.3.2 and 4.4.2 of this Agreement. ARTICLE 8 MISCELLANEOUS PROVISIONS § 8.1 Where reference is made in this Agreement to a provision of AIA Document A232-2009 as modified ar another Contract Document, the reference refers to that provision as amended or supplemented by other provisions ofthe Contract Documents. § 8.2 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 legs! rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if arry.) Init. AIA Document A132TM - 2009 Ilformeriy A101 TMCMa -1992). Copyright O 1975,1880,1992 and 2008 by The American lnstituW of Archtteets. All rights reserved. WARNING: This AlA pocument Is protected by U.3. Copyrtght Lew end International Trestles. Unauthorized reproduction or dlstrlbutlon of ,~~ thle AIA® Document, ar any poRlon of h, may raautt in severe clvU and criminal penaHles, and will be prosecuted to the maximum extant posalble under ~ the law. This document was produced by AIA aottware at 11:52:18 on 02!2912012 under Osier No.59o7428a00_1 which expires on 01H7/2013, and la not for resale. User Notes: (a75251243) 314 of 1 % per month § 8.3 The Owner's representative: (Name, address and other information} Keith Watts, Purchasing Manager City of Meridian Purchasing Department 33 East Broadway Avenue Meridian, Idaho 83642 § 8.4 The Contractor's representative; (Name, address and other information) Tom Doramus 8620 West Franklin Road Boise, Idaho 83709 Telephone Number: 208-322-2500 Fax Number: 208-322-2543 Email Address: tdoramusQclearwire.net § 8.5 Neither the Owner's nor the Contractor's representative shall be changed without ten days written mice to the other party. § 8.6 Other provisions: ARTICLE 9 ENUMERATION OF CONTRACT DdCUMENTS § 9.1 The Contract Documents, except for Modifications issued after execution ofthis Agreement, are enumerated in the sections below. § 9.1.1 The Agreement is this executed AlA Document A132-2009 as modified, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition. § 9.1.2 The General Conditions are, AIA Document A232--2009 as modified, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition. § 9.1.3 The Supplementary and other Condhions of the Contract: Document Title Date Pages Exhibit A Contract Document 2/1612012 1 Schedule § 9.1.4 The Specifications: (Either list the Specifications her~z or refer to an exhibit attached to this Agreement.} Contract Document Schedule, Exhibit A, dated February 16, 2012 Section Title Date Pages Init. § 9.1.5 The Drawings: (Either iist the Drawings here or refer to an exhibit attached to this Agreement.} the law. Thii rosale. User Notes: la protected by U.3. Copyrlgh4 Law and International Tnatlee. Unauthorizsd t+epi sy result In severe civil end crimina! peaaltlea, and will l>e proaeeuted t° the max'. aoRwaro at 11:52:18 on 02/29/2012 under Order No.5807428800 1 which e~irea on (875251243) of 19 Cantract Document Schedule, Exhibit A, dated February I6, 2012 Number Title date § 9.1.6 The Addenda, if any: Number Date Pages One 2/06/2012 14 Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 9. .1 AIA Document A132TM-2009, Exhibit A, Determination afthe Cost of the Work, if applicable. .2 AIA Document E201T"L2007, Digital Data Protocol Exhibit, if completed, or the following: N/A .3 AIA Document E202TM -200$, Building Information Modeling Protocol Exhibit, if completed, ar the following: N/A .4 Other documents, if any, listed below: (List here any additional documents which are intended to farm part of the Contract Documents. AL4 Document A232--2009 provides that bidding requirements such as advertisement or invitation to bic~ unless enumerated in this Agreement. They should be listed here only if intended to be part of the Contract Documents.) tact Documents. Document A232-2009 General Conditions part of the ARTICLE 10 INSURANCE AND BONDS The Contractor sha11 purchase and maintain inswance and provide bonds as set forth in Article 11 of AIA Document A232-2009 as modified Refer to Supplemental Conditions modifying AIA Document A232-2009 for changes and additions to Article 11 "Insurance and Bonds". Contractor is required to provide 100°1o Payment and Performance Bonds. (State bonding requirements, if any, and limits of liability for insurance required in Article I i of AL4 Document A232-2009.) Type of Insurance or Bond Limit of Liability or Bond Amount (0.00} AIA DocumerK A132T'" - 2009 forrnsrly Ai01""CMa -1992}. Copyright O 1975, 1980, 1992 and 2009 by The American Institute of Architects, All rights Init. reserved. WARNING: This AIA~Y Doeumarrt Is protected by U.3. Copyright Law and International Treatlea. Unauthorized roproductlon or dtatrlbutton of .) 2 this AIA° Document, or any portion of K, may roautt in severe civil and criminal penaitlee, and will be prosecuted to the mazlmum extent possible under t the law. This document wes produced by AIA aoflwaro at 11:52:18 on 02/29/2012 under Order No 59D742880D_1 which expiros on Dt/1712013, and is not for ronale. Ueer Notes: (875251243) This Agreement is entered into as of the day and year first written above. I ,l ~~ ,/ ~~ c' ~ OWNER (ignatu Tammy de Weerd ,Mayor (Printed name and title) ., :. ,, CONTRACTOR (Signature) Tom Doramus, General Manager (Printed name and title) AIA Document A132T"' - 2009formerly A101 TMCINa -1992. Copyright ©1975,1980,1992 and 2009 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of ~ i n f it ma result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under 13 this AIA Document, or any port o o y ~ the law. This document was produced by AIA software at 11:52:18 on 02129!2012 under Order No.5907428800_1 which expires on 01/1712013, and is not for resale. User Notes: (875251243) CONTRACT DOCUMENT SCHEDULE (EXHIBIT A} Meridian City Hall Remediation -- Roof Repair I Replacement 33 East Broadway Avenue Boise, Idaho 83642 KC PROJECT NO. 11-102 February 16, 2012 PROJECT DOCUMENTS as issued by ZGA Architects and Planners, Chartered and prepared by the following project team: Architect -ZGA Architects and Planners, Chartered PROJECT MANUALS Project Manual, Complete -Dated January 23, 2012 ADDENDA: Addendum No. One dated February 6, 2012 (14 pgs} DRAWINGS GENERAL -Dated 1/23/2812 G-001 Cover Sheet G-002 Site Plan -Staging ARCHITECTURAL -Dated 1123/2t?12 AD-101 North Lower Roof Demolition Plan AD-102 South Lower Roof Demolition Plan AD-103 North Middle Roof Demolition Plan AD-104 South Middle Roof Demolition Plan A-101 North Lower Roof Plan A-102 South Lower Roof Pfan A-103 North Middle Roof Plan A-10A South Middle Roof Plan A-501 Details A-502 Details A•503 Details Meridian City Nall Remediation Roof Repair /Replacement February 16, 2012 Page 1 of 1