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Standard Form of Agreement with Advanced Heating & Cooling for Heating, Ventilating, and Air Conditioningv T IA Document A132T" - 2009 Standard Form ofAgreementBetween Owner and Contractor,Construction Manager as Adviser Edifion Bid Package No. 79-Heating ,Ventilating and Air Conditioning ADDITIONS AND DELETIONS: AGREEMENT made as of the Twenty-Forth day of August in the year Two Thousand The author of this document has Twelve added information needed for its (In words, indicate day, month and year.) completion. The author may also have revised the text of the original BETWEEN the OWhOrI- AIA standard form. An Additions and (Name, legal status, address and other information) Deietions Report that notes added _ information as well as revisions to the City of Meridian standard form text is available from 33 East Broadway Avenue the author and should be reviewed. A Meridian, Idaho 83642 vertical line in the left margin of this document indicates where the author and the Contractor: has added necessary information (Name, legal status, address and other information) and where the author has added to or deleted from the original AIA teM. BSR Ventures, LLC dba Advanced Heating & Cooling Thls document has Important legal 721 North RalstinStreet consequences. Consultation with an Meridian, Idaho 83642 attorney Is encouraged with respect Telephone Number:-208-846-9100 to its completion or modification. Fax Number: 208-846-9200 This document is intended to be used for the following ]?rojt;ct: in conjunction with AIA Documents A232 2009, General Conditions of (Name, location and detailed description) the Contract for Construction, Construction Manager as Adviser Meridian Parks & Recreation Maintenance Facility Edition; B132*M-2009, Standard 1700 East LanarkStreet Form of Agreement Between Owner Meridian, Idaho83642 and Architect, Construction Manager as Adviser Edition; and The Construction Manager: C132Tn-2009, Standard Form of (Name, legal status, address and other information) Agreement Between Owner and Construction Manager as Adviser. Kreizenbeck, LLC DBA Krtiizehbeck Constructors, AIA Document A232Te-2009 Is 11724 West Executive Drive adopted In this document by Boise, Idaho 83713 reference. Da not use with other Telephone Number: (208) 336-9500 general conditions unless this Fax Number: 208 336-7444 ( ) document is modifed. The Architect: (Name, legal status, address and other information) Insight Architects, P.A. 2238 South Broadway Avenue Boise, Idaho 83706 Telephone Number: (208) 338-9080 The Owner and Contractor agree as follows. AIA Document A132ie- 2009 (formerly A707'"'CMa-1992). Copyright ®1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reservetl. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of thla AIA® Document, or any portion of It, may result In severe civil and criminal penalties, antl will he prosecutetl to the maximum extent possible antler t the law. This document was produced by AIA software at 11:44:32 on 08/28/2012 under Ortler No.5907428800 1 which expires on 01!17/2013, end is not for resale. User NOtes: (1412395624) TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 4 CONTRACT SUM 5 PAYMENTS 6 DISPUTE RESOLUTION 7 TERMINATION OR SUSPENSION 8 MISCELLANEOUS PROVISIONS 9 ENUMERATION OF CONTRACT DOCUMENTS 10 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 ofthis Agreement, all ofwhich form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations oragreements, either written or oral. Ah 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. Bid Requirements: Provide all labor, material, permits and equipment to complete work of furnishing installing a complete and operable, HVAC system as noted in the construction documents and per the following: Divisionl-General Requirements Section 230800-CommissioningofHVAC Section 079200 -Joint sealants** ** As applicable to this scope of work Section 230000 -- HVAC General Requirements Section 230100 -- Heating, ventilating and Air Conditioning Tbis contract specifically includes but is not limited to: • Provide and install a complete HVAC and wnffol system. • Make all penetrations as necessary to install work under this work package. • Testing and balance of mechanical systems included in this work package. • Provide and install all hangars, rods, supports and seismic braces for equipment installed in this work package. • This bid package includes use of permanent HVAC equipment for temporary heating as directed by the Constmction Manager: All extended warranties and associated cost shall be included in the base bid. Replace all filters as required duringconstrucflon and at the time of substantial completion. • Furnish and install a complete operable control system as indicated by the wnsffudion documents. This includes control wiring. • Furnish and install refrigerant piping and associated pipe insulation as indicated by the construction documents. • Funish and install all I3VAC concentric vent piping and flue piping as indicated by the construction documents. AIA Document A132^^ - 2009 formerly A701T'"CMa- 7992). Copyright ®1975, 1900, 1992 end 2009 by The Amadcen Insatule o/ Amhitacts. All rights Init. reserved. WARNING: This AIA Document is protected by U.9. Copyright Lew and International Treatlea. Uneulhodzed reproduction or dlstdbutlon of this AIA® Document, or any portion of It, may result In severe civil antl criminal penalties, and will he prosecuted to the maximum extent possible under / the law. This tlocumenl was producetl by AIA software at 11:44:32 on 08/28/2012 under Order No.5907426600 1 which expires on 01/17/2013, end is not far resale. User Notea: (1412395624) • Provide and install all blocking, supports and slums required for this scope of work. • Supply all hoisting required for work within this package. Provide and install all access doors as required for this scope of work. • Coordinate special framing requirements with framing or drywall contractor as required. • Coordinate all penetrations with other trades as required by this scope of work, and provide all fleshings, flanges, and sealants for penetrations. Furnish and install mechanical louvers and vents as indicated on mechanical drawings. Architectural louvers and vents specified under section 089000 are by other. Make final connection to architectural louvers as indicated by the construction documents. • Scope of the work remains the same for all buildings identified in the construction documents. • Scope of work for alternates remains the same as base bid. (as applicable) This contract specifically excludes: • Furnish and install all ITVAC wndensate piping. • Section 089000 Lcuvers and Vents • Conduit & Boxes for Control systems by electrical ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 3.1 The date of commencement of the 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 ht a notice to proceed issued by the Owner. (Insert the date ofcommencement, if it dyers from the date of this Agreement or, if applicable, state that the date will be fixed in a notice tc 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 file 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 Work not later than ( )days from the date of commencement, or as follows: (Insert number ofcalendar days. Alternatively, a calendar date may be used when coordinated with the date of commencement. If appropriate, insert requirements for earlier Substantial Completion of certain portions of the Work.) The Contractor shall achieve Substantial Completion of the entire Work not later than May 30, 2013. ~ (Table deleted) subject to adjustments of this Contract Time as provided in the Contract Documents. (Insert provisions, if any, for liquidated damages relating to failure to achieve Substantial Completion on time or for bonus payments for early completion of the Wark) In the event the Contractor, without excuse, fails to achieve Substantial Completion within the Contract Time, the Contractor shall pay to the Owner as liquidated damages, and not as a penalty, the sum of One Thousand Dollars ($1,000.00) or Y.% of the Contract Value (whichever is greater) for each and every calendar day following the end of the Contract Time until Substantial Completion is achieved; provided that the Contractor shall not be liable for liquidated damages for a day, or days of the excusable delay occurring during such period following the end of the Contract Time. ARTICLE 4 CONTRACT SUM § 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum shall be one of the following: (Check the appropriate box.) [ X ] Stipulated Sum, in accordance with Section 4.2 below AIA Document A132TM - 2009 formerly A701 T"CMa -1992). Copyright ®1975, 199D, 1992 and 2009 by The American Institute of Amhllecls. All rights Init. reserved. WARNING: This AIA Document Is protected by U.S. Copyright Lew and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecutetl to the maximum extent possible under t the law. This document was protluced by AIA software at 11:44:32 on 09/28/2012 under Order No.5907429900 1 which expires on 01/17/2013, antl Is notfor resale. User Notes: (1412395924) [ ] Cost of the Work plus the Contractor's Fee without a Guaranteed Maximum Price, in accordance with Section 4.3 below [ ] Cost of the Work plus the Contractor's Fee with a Guaranteed Maximum Price, in accordance with Section 4.4 below (Based on the selection above, complete Sech'on 4.2, 4.3 or 4.4 below. Based on the selection above, also complete either Section 5.1.4, 5.1.5 or 5.1.6 below.) § 4.2 Stipulated Sum § 4.2.7 The Stipulated Sum shall be Forty Thousand Nine Hundred Eight Dollars and Zero Cents ($ 40,908.00 ), subject to additions and deletions as provided in the Contract Documents. Base Bid ' $40,908.00 § 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 orproposal documents permit the Owner to accept other alternates subsequent to the execution of this Agreement, attach a schedule of sou h other alternates showing the amount far each and the date when that amount expires.) N/A § 4.2.3 Unit prices, if any: (Ident~ and state the unit price, and state the quantity limitations, ifarly, to which the unitprice will be applicable.) Item Units and Limitations Price per Unit ($0.00) § 4.2.4 Allowances included in the Stipulated Sum, if any: (Idehtfy allowance and state exclusions, if arty, from the allowance price.) Item Allowance § 4.3 Cost of the Work Plus Contractor'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. § 4.3.2 The Contractor's Fee: (State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor's Fee.) § 4.3.3 The method of adjustment of the Contractor's Fee for changes m the Work: § 4.3.4 Limitations, if any, on a Subcontractor's overhead and profit for increases in the cost of its portion ofthe Work: § 4.3.5 Rental rates for Contractor-owned equipment shall not exceed percent ( %) of the standard rate paid at the place of the Project. § 4.3.6 Unit prices, if any: AIA Document A732i°- 2009 /formerly A101 r"CMa -1992). Copyright ®1975, 1990, 1992 end 2009 by The American Institute of Architects. All rights Inlt. reserved. WARNING: This AIAr Document Is protectetl by U.S. Copyright Law end International Trestles. Unaulhortzetl reprotluction or distribution of thla AIA® Document, or any portico of It, may result In severe clvll antl criminal penalties, and will be prosecuted to the mazlmum extent possihle under t the law. This document was produced by AIA software at 11:44:32 on 09!29/2012 antler Order No.590742aa00 1 which expires on 01/17/2013, and Is not for resale. User NOtes: (1412395624) (Identify and state the unit price; state quantity limitations, if any, to which the unit price will be applicable.) Item Units and Limitations Price per Unit ($0.00) § 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 Cast of the Work Plus Contractor's Fee with a Guaranteed Maximum Price § 4,4.1 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. § 4.4.2 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 Subcontractor's overhead and profit for increases in the cost of its portion ofthe Work: § 4.4.5 Rental rates for Contractor-owned equipment shall not exceed percent ( %) of the standazd 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 any, to which the unit price will be applicable.) Item Units and Limitations Price per Unit ($0.00) § 4.4.7 Guaranteed Maximum Pdce § 4.4.7.1 The sum of the Cost of the Work and the Contractor's Fee is guaranteed by the Contractor not to exceed ($ ), subject to additions and deductions by changes in the Work as provided in the Contract Documents. Such maximum sum is referred to in the Contract Documents as the Guazanteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner. (insert speck provisions if the Contractor is to participate in any savings.) § 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 Guazanteed Maximum Price, if any: (Identify and state the amounts ofarry 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: AIA Document A13T'"- T009 formerly A1011OCMa -19921. Copyright ®1975, 1960, 1892 end 2008 by The American Institute of Architects. All rights Init. reasrvetl. WARNING: This AIA Document Is protsctetl by U.S. Copyright Law and Intarnatlonal Treaties. Unauthorized reproduction or distribution of this AIA® Document, ar any ponlon of It, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under t the law. This document was protlucetl by AIA software et 11:44:32 on 08!26/2012 under Order No.5807426600_1 which expires an 01/17/2013, and is not for resale. User NOtes: (1412385624) ARTICLES PAYMENTS § 5.1 Progress Payments § 5.1.1 Based upon Applications for Payment properly submitted to the Construction Manager by the Contractor, and upon certification of the Project Application and Project Certificate for Payment or Application for Payment and Certificate for Payment by the Construction Manager and Architect and issuance 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. § 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 Twenty-fifth day of a month, the Owner shall make payment of the certified amount in the Application for Payment to the Contractor not later than the Twenty-fifth day of the following month. If an Application for Payment is received by the Construction Manager after the application date fixed above, payment shall be made by the Owner not later than Thitty (30) days after the Constmction Manager receives the Application for Payment. (Federal, state ar local laws may require payment within a certain period of time.) § 5.1.4 Progress Payments Where the Contract Sum is Based on a Stipulated Sum § 5.1.4.1 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor and. approved in writing by the Construction Manager and Architect in accordance with the Contract Documents. The schedule ofva ues shall allocate the entire Contract Sum among the vazious portions ofthe Work and be pi•epai•ed in such form and supported by such data to substantiate its accuracy as the Construction Manager and Architect mayYequire. This schedule, when, and only when, approved in writing by the Constmction Manager or Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. § 5.1:4,2 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the petiod covered by the Application 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 percent. (5.00 %). Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute may be included as provided in Section 7.3.9 of the General Conditions, as modified; .2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in writing ifi advance by the Owner, suitably stored off the site at a location agreed upon in writing), less retainage of Five percent (5.00 %); .3 Subtract the aggregate of previous payments made by the Owner; .4 Subtract amounts, if any, for which the Construction Manager or Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of the General Conditions, as modified; and .5 Subtract amounts, if any, being withheld by the Owner or Construction Manager as provided in the Contract Documents. § 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 Ninety-five percent (95.00 %) of the Contract Sum, less such amounts as the Construction Manager recommends and the Architect determines for incomplete or defective Work, or both and unsettled claims; and AIA Document A732TM-2009 formerly A707 T"CMa-79821. Copyright®1975,1880, 7892 end 2009 by The Amedcan Institute of Arohltects. All rights Init. reservetl. WARNING: This AIA Document Is protected by U.S. Copyright Law and Intematlonal Treaties. Unauthorized reprotluction or distribution of this AIA® Document, or any portion of it, may result In severe civil and crlminal penaltlea, and will be prosecuted to the maximum extent possible under f the law. This document was produced 6y AIA sofhvare et 17:4432 on 08/28/2012 under Order No.5907428800_7 which expires on 0111712013, and is not far resale. User Notes: (1412385624) .2 Add, if final completion of the Work is thereafter materially delayed through no fault ofthe 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: (If it is intended prior to Substantial Completion of the entire Warr to reduce or limit the retainage resultingfrom the percentages inserted in Sections 5.1.4.3.1 and 5.1.4.3.2 above, and this is net explained elsewhere in the Contract Documents, insert here provisions for such reduction or limitation) No reduction in retainage will be allowed prior to final completion without written approval of the Owner. § 5.1.4.6 A condition will be included forbidding more retainage from a contractor or supplier than retained from their portion of the Work. § 5.1.5 Progress Payments Where the Contract Sum is Based on 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 computed upon the Cost of the Work described in that Section at the rate stated in that Section; or if the Contractor's Fee is stated as a fixed sum, an amount which beazs the same ratio to that fixed-sum Fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the Work upon its wmpletion; .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 shortfall, if any, indicated by the Contractor in the documentation required by Article 5 or resulting from errors subsequently discovered by the Owner's auditors in such documentation; and .6 Subtract amounts, if any, for which the Construction Manager or Architecthas withheld or withdrawn a Certificate for Payment as provided in Section 9.5 of AIA Document A232'^'-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 for 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 agreements. § 5.1.5.5 In taking action on the Contractor's Applications for Payment, the Construction Manager and Architect shall be entitled to rely on the accuracy and completeness of the information fianished by the Contractor and shall not be deemed to represent that the Construction Manager and Architect have made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Article 5 or other supporting data; that the Construction Manager and Architect have made exhaustive or continuous on-site inspections; or [hat the Constructon Manager and Architect have made examinations to ascertain how or for what purposes the Contractor has used 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 Owner. AIA Document A132*"' - 2009 formerly A101 *'"CMa -1992). Copyright ®1975, 1960, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. WARNING: Thla AIA Document la protected by U.S. Copyright Law antl International Treaties. Unauthorized reproduction or tliatribulion of this AIA® Document, or any ponlon of It, may result In severe civil antl criminal penaltlea, and will be prosecuted to the maximum extent posalble antler / the law. This document was produced by AIA software et 11:44:32 on 08/28/2012 under Order No.5907426600_7 which expires on 01/17/2013, and is not for resale. User Notes: (1412395624) § 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 § 5.1.6.7 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 shat] be based on the most recent schedule of values submitted by the Contractor in accordance with [he 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 ofthe end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed; or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Contractor on acwunt of that porfion of the Work for which the Contractor has made or intends to make actual payment prior to the next Application for Payment by (b) the share of 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 Maxhnum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work hi 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 delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing; .3 Add the Contractor's Fee, less retainage of percent ( %). The Contractor's Fee shall be computed upon the Cost of the Work at the rate stated in Section 4.4.2 or, if the Contractor's Fee is stated as a fixed sum in that Section, shall be an amount that bears the same ratio to that fixed-sum fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the Work upon its completion; .4 Subtract retainage of percent ( %) from that portion of the Work that the Contractor self-performs; .5 Subtract the aggregate of previous payments made by the Owner; .6 Subtract the shortfall, if any, indicated by the Contractor in the documentation required by Section 5.1.6.1 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentafion; and .7 Subtract amounts, if any, for which the Construction Manager or Architect have withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A232-2009. § 5.1.6.5 The Owner and the Contractor shall agree upon a (1) mutually acceptable procedure for 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 agreements. § 5.1.6.6 h3 taking action on the Contractor's Applications for Payment, the Construction Manager and Architect shall be entitled to rely on the accuracy and completeness of the information fiunished by the Contractor and shall not be deemed to represent that the Construction Manager or Architect have made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Section 5.1.6.1 or other supporting data; that the Construction Manager or Architect have made exhaustive or continuous on-site inspections; or that the Construction Manager or Architect have made examinations to ascertain how or for what purposes the Contractor has used amounts AIA Document A132^"- 2009 formerly A101 `aCMa-1992). Copyright ®1975, 7960, 7992 and 2009 by The American Institute of Architects. All rights Init, reserved. WARNING: This AIA Document Is protectetl by U.S. Copyright Law and International Trestles. Uneuthodzed reproduction or dlatdbutlon of this AIA® Document, or any portion of It, may result In severe civil antl criminal penalties, antl will be prosecuted to the maximum extent poaeible under / the law. This document wesproctuced by AIA software at 71:44:32 on 08/26/2072 under Order No.590742e600 1 which expires on 01!17/2013, and is not for resale. User Natea: (1412395624) previously paid on acwunt of the Contract. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner's auditors acting hr 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 wrrect Work as provided in Section 12.2 of AIA 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 A, Determination of the Cost of the Work when payment is on the basis of the Cost of the Work, with or without a Guaranteed Maximum payment; and .3 a final Certificate for Payment or Project Certificate for Payment has been issued by the Architect; such final payment shall be made by the Owner not more than 30 days after (1) the Contractor has fully performed the Contract and (2) the issuance of the final Certificate for Payment or Project Certificate for Payment, or as follows: ARTICLE 6 DISPUTE RESOLUTION § 6.1 Initial Decision Makel• The Architect will serve-as Initial Decision Maker pursuant to Section 15.2 of AIA Document A232-2009 as modified, unless the pazfies appoint below another individual, not a party to this Agreement, to serve as Initial Decision Maker. (If the parries 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 bg 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 box. If the Owner and Contractor do not select a method ofbinding dispute resolution below, or do not subsequently agree in lvrih'ng to a binding dispute resolution method other than lih'gatiorr, Claims will be resolved by litigation in a court ofcompetent jurisch'ction.) [ ] Arbitration pursuant to Section 15.4 of AIA Document A232-2009. [ X ] Litigation in a court of competent jurisdiction. [ ] Othcri(Specify) ARTICLE 7 TERMINATIO_ N OR SUSPENSION § 7.1 Where the Contract Sum is a Stipulated Sum § 7.1.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A232-2009 as modified. § 7.1.2 The Work may be suspended by the Owner as provided m 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 7.2.2 below, the Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A232-2009. § 7.2.2 The Contract may be terminated by the Owner for cause as provided in Artcle 14 of AIA Document A232-2009; however, the Owner shall then only pay the Contractor an amount calculated as follows: .1 Take the Cost of the Work incurred by the Contractor to the date of termination; AIA Document A132T" - 2009 (formerly A701 *"CMe-1992). Copyright ®1975, 1980, 1992 antl 2009 by The American Institute of Architects. All rights Init, reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law antl International Trestles. Unauthorized reproduction or dlatrlbutlon of this AIA® Document, orany portion of it, may result in severe civil and criminal penalties, antl will he prosecuted to the maximum extent possible under t the law. This document was produced by AIA Software at 11:44:32 on 08!28/2012 under Order No.5907428e00 1 which expires on 01/17/2073, end is not for resale. User Notes: (1412395624) .2 Add the Contractor's Fee computed upon the Cost of the 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, an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and .3 Subtract the aggregate of previous payments made by the Owner. § 7.2.3 If the Owner terminates the Contract for cause when the Contract Sum is based on the Cost of the Work with a Guaranteed Maximum Price, and as provided in Article 14 of AIA Document A232-2009, the amount, if ang 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. § 7.2.4 The Owner shall also pay the Contractor fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Contractor that the Owner elects to retain and that is not otherwise included in the Cost of the 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 of the 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 maybe 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 [he 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 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the 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 legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if arry.) 3/4 of 1% per month § 8.3 The Owner's representative: (Name, address and other information) Keith Watts, Purchasing Manager City of Meridian PurchasingDepartment 33 East Broadway Avenue Meridian, Idaho 83642 § 8.4 The Contractor's representative: (Name, address and other information) Robert Ginkel BSR Ventures, LLC ribs Advanced Heating & Cooling 721 North Ralson Skeet Meridian, Idaho 83642 Telephone Number: 208-846-9100 Fax Number: 208-846-9200 § 8.5 Neither the Owner's nor the Contractor's representative shall be changed without ten days written notice to the other party. AIA Document A132T° -2009 (formerly A101T"CMa-1992). Copyright ®1975, 1900, 7992 and 2009 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIAb Document Is protectetl by U.S. Capyrlght Lew and International Treaties. Unauthorized reproduction or distribution of ~ ~ this AIA® Document, or any portion of It, may result In severe civil and criminal penalties, antl will he prosecuted to the maximum extent possible under t the law. This document was protluced by AIA software at 11:44:32 on 08/26/2012 under Order No.5907428600 1 which expires on 01/17/2013, and Is not for resale. User Notes: (1412395624) § 8.6 Other provisions: ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS § 9.1 The Contract Documents, except for Modifications issued after execution of this Ageement, are enumerated in the sections below. § 9.1.1 The Agreement is this executed AIA 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 Conditions of the Contract Document Title Date Exhibit A Contract Document Schedule 8/23/2012 § 9.1.4 The Specifications: (Either list the Spec cations here ar refer to an exhibit attached to this Agreement.) Contract Document Schedule, Exhibit A, dated August 23, 2012 ~ (Table deleted) § 9.1.5 The Drawings: (Either list the Drawings here or refer to an exhibit attached to this Agreement) Contract Document Schedule, Exhibit A, dated August 23, 2012 (Table deleted) § 9.1.6 The Addenda, if any: Number One Two Date Pages 8/10/2012 24 8/17/2012 432 Pages Portions of Addenda relating to bidding requirements aze not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 9. § 9.1.7 Additional documents, if any, forming part of the Contract Documents aze: .1 AlA Document A132T"~2009, Exhibit A, Determination of the Cost of the Work, if applicable. .2 AIA Document E201T"~-2007, Digital Data Protocol Eachibit, if completed, or the following: N/A .3 AlA Document E202T"t-2008, Building hrformation Modeling Protocol Exhibit, if completed, or the following: N/A .4 Other documents, if any, listed below: (List here any additional documents which are intended to form part of the Contract Documents. AIA Document A232-2009pravides that bidding requirements such as advertisement or invitation to bic~ Instructions to Bidders, sample forms and the Contractor's bid are not part of the Contract Documents unless enumerated in this Agreement. They should be listed here only if intended to be par[ of the Contract Documents.) AIA Document A132'"-2008 formerly A707 *•CMa- 7882). Copyright ®1975, 1880, 1892 end 2009 by The American Institute of Architects. All rights Init. reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treatlas. Unauthorized reproduction or dlatdbutlon of 11 this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will 6e prosecuted to the maximum extent possible under t the law. This document was produced by AIA software et 17:44:32 on 08/28/2012 under Order No.5807429500_t which expires on 01/17/2013, end is not for resale. Uaer Notes: (1412395624) All binding documents including the Invitation to Bid, Instructions to Bidders, Supplemental Instructions to Bidders, Bid Proposal Forms, and the Project Schedule are intended to be part of the Contract Documents. AIA Document A232-2009 General Conditions ARTICLE 10 INSURANCE AND BONDS The Contractor shall purchase and maintain insurance 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's required to provide 100% Payment and Performance Bonds. (State bonding requirements,, if any, and limits of liability for insurance required in Article I1 of AIA Document A232-2009.) Type of Insurance or Bond Limit of Liability or Bond Amount ($0.00) This Agreement is entered into as of the day and year rst written above. OWNER (Signat CO TRACTOR (Sig re) ~~,. - '~ s ~ p~ Tatum de Weerd , Ma or /~ Y y (Printed name and title) (Printed name and title) AIA Document A132T"' - 2009 formerly A101 TMCMa -1992). Copyright ®1975,1980,1992 and 2009 by The American Institute of Architects. All rights Init. reserve®. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under 1 Z ~ the law. This document was produced by AIA software at 11;44:32 on 08128!2012 under Order No.5907428800_1 which expires on 01117!2013, and is not for resale. User Notes; (1412395624) CONTRACT DOCUMENT SCHEDULE (EXHIBIT A) Meridian Parks & Recreation Maintenance Facility 1700 East Lanark Street Meridian, Idaho 83642 KC PROJECT NO. 12-021 August 23, 2012 PROJECT DOCUMENTS as issued by Insight Architects and prepared by the following project team: Architect -Insight Architects Structural Engineer-AHJ Engineers Mechanical and Plumbing Engineer- Musgrove Engineering, P.A. Electrical Engineer-DC Engineering Civil Engineer -Erickson Civil Landscape Architect -South Landscape Architecture, P. C. PROJECT MANUALS Instructions to Bidders -Part 1, Complete -Dated July 30, 2012 Project Manual Part 2, Complete -Dated July 30, 2012 ADDENDA: Addendum No. One dated August 10, 2012 (24 pgs) Addendum No. Two dated August 17, 2012 (432 pgs) DRAWINGS COVER -Dated 7/31/2012 A0.1 Cover Sheet ARCHITECTURAL SITE PLAN -Dated 7/31/2012 A1.0 Site Plan A1.1 Site Details CIVIL -Dated 7/30/2012 C1.0 Cover Sheet / Nates C1.1 C2.0 Grading & Drainage Plan -Overall C2.1 C2.2 Grading & Drainage Plan -Area 2 C2.3 C2.4 Roadway Plan 8 Profile - E. Nola Rd. C3.0 C3.1 Sewer Plan & Profile C3.2 C4.0 Site & Grading Details C4.1 C4.2 Irrigation Details C4.3 C4.4 City of Meridian Standard Details -2 C5.0 C5.1 Stormwater Pollution Prevention Plan-2 LANDSCAPE -Dated 7/31/2012 or as indicated below L1.0 Landscape Cover Sheet L2.0 L2.1 Landscape Plan L3.0 L3.1 Irrigation Plan (dated 7/18/2072) L4.0 ARCHITECTURAL-Dated 7131/2012 BLD - A A2.OA Overall Floor Plan A2.1A A2.2A Floor Plan Shop B & C A2.3A A3.OA Reflected Ceiling Plan A4.OA A5.OA Exterior Elevations AS.OA Meridian Parks & Recreation Maintenance Facility Page 1 of 2 Topographic & Control Survey Grading & Drainage Plan -Area 1 Roadway Plan & Profile - E. Lanark St. Site Utility Plan Gravity Irrigation Plan & Profile Site, Drainage, and Irrigation Details City of Meridian Standard Details - 1 Stormwater Pollution Prevention Plan -1 Landscape Plan Landscape Plan (dated 7/18/2012) Irrigation Details (dated 7/18/2012) Floor Plan Office /Shop A Floor Plan Shop D Roof Plan Building Sections August 23, 2012 A8.1A Wall Sections A8.2A Wall Sections /Details A7.OA Interior Elevations /Details A8.0 DoorNVindow Schedule & Details Ag.O Details/Energy Compliance BLD - B A2.OB Flcor/Roof Plans A3.OB E~derior Elevations BLD - C A2.OC Floor/Roof Plans A3.OC Exterior Elevations /Sections A3.1C Wall Sections /Details BLD - D A2.OD FIooHRoof Plans A3.OD Exterior Elevations /Sections STRUCTURAL -Dated 7131/2012 S1.0 Structural General Notes S1.1 Special Inspections S2.OA Foundation Plan Bid A S2.OB Foundation Plan Bld e S2.OC Foundation /Roof Framing Plan Bld C S2.OD Foundation /Roof Framing Plan Bld D S3.OA Roof Framing Plan Bld A 54.0 Structural Details -Foundation S5.0 Structural Details-Framing MECHANICAL -Dated 7/30/2012 MG1.0 Mechanical Cover MG1.1 Mechanical Energy Compliance M1.0 HVAC Plan -Main Building M1.1 HVAC Plan -Building C M2.0 HVAC Details M3.0 HVAC Schedules PLUMBING -Dated 7130/2012 P1.0 Plumbing Plan - Building A P1.1 Plumbing Plan -Building C P2.0 Plumbing Details P3.0 Plumbing Schedules ELECTRICAL -Dated 7/30/2012 E0.0 Electrical Cover Sheet E0.1 Site Electrical Plan E0.2 Electrical Roof Plan E1.0 Power Plan -Building A E1.1 Power Plans -Building B, C, $ D E2.0 Lighting Plan -Building A E2.1 Lighting Plans -Building B, C, 8 D E3.0 One Line Diagram and Panel Schedules E4.0 Lighting Controls & Compliance Meridian Parks & Recreation Maintenance Facility August 23, 2012 Page 2 of 2