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2013-02-05C~,/ V ~ ~m , '~ h , "'' CITY COUNCIL R ULAR ME TIN ACEN® ~~--~ Tuesday, February 05, 2013 at 7:00 PM 1. Roll-Call Attendance David Zaremba X Brad Hoaglun X Charlie Rountree X Keith Bird ® Mayor Tammy de Weerd 2. Pledge of Allegiance 3. Community Invocation by Pastor Burton Roberts with Legacy Church 4. Adoption of the Agenda Adopted 5. Consent Approved A. Final Order for Approval: FP 12-020 Hacienda Subdivision No. 2 by Jayo Construction, Inc. Located East of N. Meridian Road on the South Side of E. Cholla Hills Street Request: Final Plat Consisting of Seven (7) Building Lots on 0.86 of an Acre in an R-8 Zoning District B. Final Order for Approval: FP 12-021 Hacienda Subdivision No. 3 by Jayo Construction, Inc. Located East of N. Meridian Road on the East Side of N. Rio Lomas Avenue Request: Final Plat Consisting of 10 Building Lots on 1.25 Acres in an R-8 Zoning District C. Final Order for Approval: FP 13-001 Chesterfield No. 2 by Northside Management Located at South Side of W. Pine Avenue, Midway Between N. Black Cat Road and N. Ten Mile Road Request: Final Plat Approval of 43 Residential Lots and 7 Common Lots on 9.38 Acres in an R-8 and R-15 Zoning District D. Findings of Fact, Conclusions of Law for Approval: AZ 12-014 Tomorrow's Hope by Thair Pond Located East Side of N. Meridian Road and South of E. Ustick Road Request: Meridian City Council Meeting Agenda -Tuesday, February 05, 2013 Page 1 of 4 All materials presented at public meetings shall become property of the City of Meridian. Anyone desiring accommodation for disabilities related to documents and/or hearing, please contact the City Clerk's Office at 888-4433 at least 48 hours prior to the public meeting. Annexation of 6.99 Acres of Land from RUT and R-1 in Ada County to the R-8 (Medium-Density Residential) Zoning District E. Findings of Fact, Conclusions of Law for Approval: CUP 12- 020 Tomorrow's Hope by Thair Pond Located East Side of N. Meridian Road and South of E. Ustick Road Request: Conditional Use Permit Approval to Operate a Nursing Care Facility Consisting of Two (2) Buildings on 1.9 Acres in a Proposed R-8 Zone F. Pedestrian Pathway Easement with Avest Limited Partnership for Stor-It G. Resolution No. 13-905: Authorizing the City Clerk to Destroy Certain Semi-Permanent and Temporary Records of the Meridian Police Department H. Approval of Bid Award and Contract to Contractors Northwest for the "WWTP Fermentation and Odor Control Project" for a Not-To-Exceed Amount of $2,221,500.00. Funding for this Project is to be Split in Two Fiscal Years with $1,500,000 in FY13 and the Remaining $721,500.00 in FY14 I. Approval of Award of Bid and Authorize the Purchasing Manager to Sign and Issue a Purchase Order to Territorial Supplies for the Purchase of 14GETAC MDT's for aNot-To- Exceed Amount of $52,103.42 J. Development Agreement AZ 12-011 Citadel Self-Storage Facility by 61, LLC Located Southwest Corner of Chinden Boulevard and N. Saguaro Hills Avenue Request: Annexation of 5.46 Acres of Land from RUT in Ada County to the C-C (Community Business District) Zoning District K. Development Agreement AZ 12-012 Tradewinds Subdivision by SDN, LLC Located at Southeast Corner of E. Victory Road and S. Locust Grove Road Request: Annexation and Zoning of 10.42 Acres of Land to the R-8 Zoning District L. Approval of Acceptance Agreement with Pat Marler for the Display of Artwork in Initial Point Gallery, Meridian City Hall M. Approval of Acceptance Agreement with Shawn Steffler for the Display of Artwork in Initial Point Gallery, Meridian City Hall Meridian City Council Meeting Agenda -Tuesday, February 05, 2013 Page 2 of 4 All materials presented at public meetings shall become property of the City of Meridian. Anyone desiring accommodation for disabilities related to documents and/or hearing, please contact the City Clerk's Office at 888-4433 at least 48 hours prior to the public meeting. N. Approval of Acceptance Agreement with Cheri Meyer for the Display of Artwork in Initial Point Gallery, Meridian City Hall 6. Action Items A. Public Hearing: Substantial Amendment to 2007, 2009, and 2010 Community Development Block Grant Action Plans ~" ~ "" Resolution No. 13-906: Amending the Community Development Block Grant Program Year 2007, 2009, and 2010 Action Plans Approved 7. B. FP 13-002 Bienville Square No. 2 by Alliance Management Consultants Located West of N. Eagle Road and South of E. Ustick Road Request: Final Plat Approval of 28 Residential Lots, 1Multi-Family Lot and 3 Common Lots on Approximately 7.89 Acres in an R-15 Zoning District Approved C. Public Hearing: Adoption of 2009 Uniform Plumbing Code and City of Meridian amendments D. Third Reading of Ordinance No. 13-1539: Adoption of 2009 Uniform Plumbing Code and City of Meridian Amendments Approved E. Police Department: Budget Amendment to Replace Vehicle 138 Involved in Accident for aNot-to-Exceed Amount of $31,500.00 Approved Department Reports A. Finance Department: FY2012 Grant Carry Forward -Budget Amendment for the Not-to-Exceed Amount of $357,385.95 Approved B. Public Works and Legal Department: Donation of Surplus Property to the Meridian Food Bank C. Legal Department: Resolution No. 13-907: Resolution for the Donation of Surplus Property to the Meridian Food Bank Approved D. Public Works: Discussion and Approval of Design and Construction Management Contracts for the Wastewater Meridian City Council Meeting Agenda -Tuesday, February 05, 2013 Page 3 of 4 All materials presented at public meetings shall become property of the City of Meridian. Anyone desiring accommodation for disabilities related to documents and/or hearing, please contact the City Clerk's Office at 888-4433 at least 48 hours prior to the public meeting. E. Community Development: Review Draft Meridian Transportation Task Force Ordinance F. Community Development: Discuss Local Amendment to the International Building and Residential Codes 8. Ordinances A. Ordinance No. 13-1540: An Ordinance for Annexation of a Parcel of Land Situated in the NW 1/4 of the NW 1/4 of Section 29, Township 3 North, Range 1 East, Boise Meridian, Ada County, Idaho (AZ 12-012 Tradewinds Subdivision) Approved B. Ordinance No. 13-1541: An Ordinance for Annexation of a Parcel of Land Located In The NW 1/4 of The NE 1/4 of Section 30, Township 4 North, Range 1 East, Boise Meridian, Ada County, Idaho (AZ 12-011 Citadel Self Storage) Approved 9. Future Meeting Topics None Adjourned at x:05 .m. Meridian City Council Meeting Agenda -Tuesday, February 05, 2013 Page 4 of 4 All materials presented at public meetings shall become property of the City of Meridian. Anyone desiring accommodation for disabilities related to documents and/or hearing, please contact the City Clerk's Office at 888-4433 at least 48 hours prior to the public meeting. eti a ri i it cil 11 r r ., e , e r 13, r y e eer . em ers resent: ayor Tam y e eer , hrlie ontree, eit it , n r oa lun. e erse t: avid re b. Others resent: Bill a ycee of rce aterton, ill arsons, yle dek, ike e t. er i, ar I er, Bruce reckleton, Lori den arto, eit tts, avid lino, o Lavoie, Steve Si wa, and can illis. ® I oll call. avid are b ~ r oal Charlie o ntree eit Bird ayor Tammy e eerd e weerd: well, welcome to eridia City all. a appreciate you joining us ere tonight. For the record it is Tuesday, ebru 5th. It's 7:00 p.m. we will start with roll call attendance, adam Clerk. e weer: Thank you. Ite o. 2 is our Pledge of Allegiance. If you will all rise and join us in the pledge to ourfla. (Pledge of Allegiance recited.) Item i r e eerd: Item o. 3 is our com unity invocation. Toi t we will e led y stor Burton oberts. I you will, please, all join us in the com unity invocation or take this as an opportunity for a moment of reflection. nk you, pastor, for being here. Meridian City Council February 5, 2013 Page 2 of 29 i t i t i i I i t ii i r l irit i t l I these i i i t e, e. less all. e eerd: Thank you. Ite o. is option of t e en. o lu : or? e eerd: r. oalun. . • . Rountree: Second. e Uveerd: have a motion and a second to adopt the agenda as amended. All those in favor say aye. All ayes. otio carried. IO CAIE :THREE AYES. E ASSE . . . . i l: - ii° i i i i . I it : i ii ii . i - i i i . i r - ° i . . v . i : i i i i - i i i . i : - i t i i`~~ i i n i . . ~ i . i i ' Meridian City Council February 5, 2013 Page 3 of 29 ~, i . EVE ' ~ V~ ; . - - I - ' i . i i i ® - i i - A i i i ® l i t " i l °' G - - l~ . i i i li i i i .. . I i i i it i i r r , . I i i it i ® r i i i i i i i . 'ii . i ® i ® - i s i ® i i i ii i ri i i Meridian City Council February 5, 2013 Page 4 of 29 :~ i i i i i 1=~1 e eer : Ie is our Consent en. oaglun: adam ayor? e eerd: r. o I . oaglun: Ite - is esolutio o. 13-905 with that I move approval o the onse genda the ayor to si the Clerk to attest. ountree: Secon . e eerd: have a motion and seco to a rove the Consent genda. adam Clerk, will you call roll. oll Call: ird, yea; ountree, yea; Zare ba, absent; oglun, yea. e eerd: All ayes. otion Carrie . OIO IED: T EE YES. 0 E SE T. ® it , i i e eerd: Item 6 under Action Items. e have a public hearing and I will turn this over to Lori. Meridian City Council February 5, 2013 Page 5 of 29 e vVeer: Thank you, Lori. Council, are there any questions for staff t this point? ir: I have none. outree: one. e eer: Okay. Is there y ember o the public would like to ofl:er comment on this item? Do you have anything you want to add? ioway: Thank you, dm yor, embers of the Council. I would just say that we do recommend approval o this substantial amendment as proposed. I do want to mention that we haven't given upon getting to Fairview, but we o need to close out this project, so that the -- the C process can be closed out and move forward. e continue to work on and watch for opportunities to get the easements necessary to get Meridian City Council February 5, 2013 Page 6 of 29 i i n it c ill ii I t it. t t close this r t ut r e r v t. e eer :Thank you. n we ce inl appreciate your t diligence. know that Jay is -- has tried s any different things as he can o -- to ove this o r. Siddoway: es. d e will continue to t . De eerd: Okay. Thank you, Steve. Siddoway: Than o . e eerd: Okay. This is opportunity to provide public co ent on this item. Okay. ell, Council? ird: adam ayor? e weer: r. ird. ird: Hearing no comments, I move we close the public hearing o the amendment for the Community evelopment Sloc Grant Action Ian for 2007, 2009, and 2010. ountree: Second. De eerd: I have a motion and second to close the public hearing on Item o. 6-. All those in favor say aye. All ayes. otion carried. OTIO CAR I: THREE AYES. 0 E ASE . a i ~~ e eerd: e did add a 6-A-1 and with the Resolution 13-906. ird: adam ayor? e eerd: r. ird. Sird: I move we approve Resolution o. 13-906. ountree: Second. e eerd: I have a motion and a second to approve this resolution. adam Clerk, will you call roll. Meridian City Council February 5, 2013 Page 7 of 29 II II: it , tr , r , t; I . e eer : I e. tin c rrie . I IE EE YES. 0 ASE T. ® i ° i i ~~~ 3 i ° i® i ° ® i i e eer : e 6- is a final plat 13-002. gill ask st for co ents this ti e. e eer: Thank you, ill. Council, any uestions? ountree: I have none. Sir: I have none. Meridian City Council February 5, 2013 Page 8 of 29 r : i t t? , ill. . i, i -- o tree: ayor? e eer :Yes. o tree: I ove t we approve Item 6- ,final It for 3-002. oaglun: Second. e eerd: I ave otio and second to approve Ite o. 6- . discussion fro Council? ir: ave none. Rountree: one. e eerd: am Clerk. Roll Call: Bird, yea; ountree, yea; rema, absent; oaglun, yea. e weer: All ayes. otion carried. TIO IE: T E AYES. 0 E BE . i e weer: to 6-C is public Baring on the a option of 2009 nifor l in Code and along with City of eridian end ents. o, I gill turn this over o staff. Chatterton: adam ayor, Council e ers, this is simply the third rein . e happy to answer any estions, but t this point nothing o add. e eerd: ky. This is public hearing. Is there anyone who would like to provide testimony on this item? An enthusiastic bunch out there, isn't it? of as ayor? eweer: r. oaglun. oaglun: wit no interest i roviig public hearing, I move we close the public hearing on the 2009 iform Plumbing Code an City of eri is enmets. ountree: Second. Meridian City Council February 5, 2013 Page 9 of 29 er : i ec c the li ri to - II e i favor s aye I yes. ti rri . I A I AYE E BSE T. ® i i i ' i i e eer : to 6- is the third rea in o Ordinance 13-1539. Clerk, ill you, please, rea this ordinance y title only. olmn: Thank you, adam ayor. Third reading of City of eridian Ordinance o. 13-1539, n ordinance repealing and replacing Title 10, Chapter 2, eridian City Code, regarding a option of the 2009 plumbing code and en ets and proviin an effective date. e weer: You have heard this reading y title only. s there anyone who would like to hear it read in its entirety? That woul really get you excited. Bird: adam ayor? e eerd: r. Bird. Bird: Seeing how nobody wants to, I ove we approve Ordinance o. 13-1539. ountree: Second. De eerd: I have motion and second to approve Item 6- adam Clerk, roll call, please. oll Call: ir, yea; ountree, yea; areba, absent; oalu, yea. e eerd: II ayes. otio carried. OI I: T AYES. O E S. ® i i i i e weerd: Item 6-E is under our olive epartmet with budget a enure don't know who is taking this. De St. Germain: I think the Chief riefe Councilman Bird on this. e eerd: Councilman Bird is going to take it? Meridian City Council February 5, 2013 Page 10 of 29 e ee r : r. . r, e hers the o cil, I could ro ably t t is. i is replace e of a police vehicle t a was aged another arty. e ve receive the payment fro the insurer so t is is just replace ant vehicle. o, it°s just spending authority fore replace ant oft e vehicle. e eerd: Thank you ve c. oucil, any frt er for aio nee ed on t is item? f not I of ante i motion. ird : ayo r? e eerd: r. Eir. ird: ova e approve the u et -- budget me ment for t e olice apart ant for a replacement vehicle for the s of 31,500 ollrs. ountree. Second. e eerd: have a motion and seco to approve Item 6- ada Clerk, will you call roll. oll Call: ird, yea; ountree, yea; rem, absent; olu, yea. e weerd: All ayes. otio carried. I I : E AYES. E T. ~~ ~~ De weer: Ite 7 under Department eorts e will start with our Finance apartment. Todd. Lavoie: am ayor, embers of the Council, 'm here o present the fiscal year 2013 grant carry forward from 2012. The amount of the car fo and is a little over 357,000 dollars. asiclly Stan here to answer any gestio s that you have for me rear ing the carry forward amount. e eerd: Thank yo .Cou cil, any estions for staff? Meridian City Council February 5, 2013 Page 11 of 29 it : . e eer : k erin none, I v io ? o I adam ayor? e eerd: r. oaglun. oaglun: I move that we approve the budget amendment s grant car fo and for a not to excee ount X357,335.95. oree: econ. e eerd: I have otio second. re you sure about t e 9 cents? oaglun: hope so. I in° have my glasses o. Yes, I am. e eerd: adam Clerk, will o call roll. Roll Call: Bird, yea; Rountree, yea; rema, absent; oaglun, yea. e Uveer: All ayes. otion carried. I C IE E AYES. E ABSE . ® I l ® i l i i e weer: Item o. 7- is under our Public orks an e al Department. ry: adam ayor? e eerd: Kyle. ek: as ayor, oe eusch, our chief inspector, is the man who saw the opportunity for awin-win and so he's going o explain what exactly is happening with this pipe and whywe don't even w t it in thefirst place. eusch: Madam ayor and Councilmen, several months back I was approached by an Clark with the eriian Food Bank looking for some surplus pipe, whether it be a contract or any -- any possibility of finding other eas. e have another project coming up at the wastewater treatment plant where I was out looking for a storage lay Meridian City Council February 5, 2013 Page 12 of 29 e eerd: Thank you. recite your report. Council, y estions? oaglun: ada ayor? e eerd: r. oaglun. oa lun: I don't know i t is is question for Joel. It fight be more yle. t how o we end u with pipe that sits ro for awhile? eusch: well, I will field that one. oalun: Okay. Thank you. oaglun: And, ada ayor, to follow up, Joel -- so, typically, if that had been more normal product, if you gill, we would probably have i terte it into another job that had come along typically? eusch: Correct. Absolutely. oaglun: Okay. Than you. e weer: well, I guess I just have afollow-p question. s EPA is -- has asked -- or EQ asked to make sure we are not putting that in the ground, is it okay to put in the ground? Meridian City Council February 5, 2013 Page 13 of 29 : t t r j t. i i r r to r tin i i ec e ritl if i i rct I' e le have t e rr it that e l e loo i or. , once e that rittleess sect the i e, vi i c action it n not reki the ipe does come into play. e eerd: o, are they of to e putting it in e run ? eusch: They are going to be si it, s far s know, for a gravity irrigation structure o their roperty. I°s allowable t e use in private hands. It's not somethi we would --definitely not something we would ant to t un er the street. e eerd: , ce il, we si r. tore, some kind o __ ary: old r less. e eerd: -- that we are not -- yeah, hold r less type o reemet? De weerd: Okay. Thank you. eusch: Any questions? e eerd: o. ut thank you so uc. e a recite o r advocacy for our co unity nonprofits, too. eusch: y pleasure. Thank you. e eerd: ay. Council? oglun: adam ayor? e eerd: r. oaglun. oaglun: would move royal o esoltio o. 13-907. Rountree: Second. e eerd: I have otion seco o a rove Item 7-C. ny iscssio? adam Clerk. Meridian City Council February 5, 2013 Page 14 of 29 II I: it , e ; r e ; I e eer : II ayes. oti Carrie . TI E E E T. e eer : a going to ski to 7- fora o et, Council, n putt at o towards the end of the agenda. The staff ember who needs to make that re ort has as a if we -- if we col . e eer: o, will ove to Ite 7-, whic is fro our com unity development office and think gybe I sr rise them wit the s iftness of our actions. Our maybe that's our city attorney's. Meridian City Council February 5, 2013 Page 15 of 29 e r: u i, t ? r. 1. oaglun: ayor. n just to e cert i, the -- the current r is Safety Com fission, once this is set approved, that o longer exists, they do not trsiio over to that, but they -- if they are Willi to se a they can ply t the ayor, just like the process we have for all o r commissions? ountree: adam ayor? De Weer: r. ountree. ountree: I support the idea of combining these two. I akes sense. I hi the mission and statement of purpose n authorities that you have outlined pretty well encompass ghat they ought to be doing. o, I woul suggest that you take this forward and get a resolution and adoption of this. e eer:ay. oaglun: And, adam ayor, the ay 1 st I think time frame works well, i my opinion. a :Thank you. ® i i i i i i e Weerd: Excellent. Okay. Ite 7- is Community evelopmet and I know that our -- rce Chatterton is prepared to address this one. h. truce reckleto. Well, one o the truces. Meridian City Council February 5, 2013 Page 16 of 29 t . t r . e ee r : 0 kay. eterson: adam yor, Council embers, I -- e Weer: you could, please, state your name orte recor . eterson: Jerry Peterson. I a the 1/C energy program aner for the ivision o Building Safety. e eer: Thank you, Jerry. Meridian City Council February 5, 2013 Page 17 of 29 e eer: Council, any questions for Jer ? ir: I have none rig now. oaglun: adam ayor? e vVeer: r. of . oaglun: Jer , if you could educate me a little bit more o natural raft syste s. I mean it sounds like it's n air intake that oes' require any oorized -- it's just natural draft. Can you elaborate little more so I can get n undersan in? I don't have anygas appliances in my home, so -- oaglun: adam ayor, to follow u, then. Jerry, what -- what°s the solution to that? Does that mean it's oing to have to have positive vent, there is -- you have to have something that pulls that -- that ventin out or -- what change -- what changes would -- would occur with this --what you're proposing? Meridian City Council February 5, 2013 Page 18 of 29 i fro t er i r tr i t r i r f t, t e i e e do for i i this. of . Great. You i ve yell, p recie that. I got i. o, you. eters: Thank you. e eerd. Any of er questions fro Council? Dir: I ave none. e eerd: ay. Thank you so c. Meridian City Council February 5, 2013 Page 19 of 29 e eer :Council, an questions? ir: I have none, ayor. ountree: ayor? e eer: r. ountree. Rountree: rce, you sai you talked the building and contractors associ tion. what were their specific comments? i they have any other than they were generally in agreement? Freckleton: You know, yeah, am ayor, Council, Council n Rountree, the only comment that we really received was more o the -- to the fact that it's -- it's ad itional regulation that the city would e imposing. I really wasn't on the substance of what we are trying to o, it was just increased regulation, so -- ountree: n to your knowledge s anyone -- other communities or -- obviously t e state, but any other communities or counties moving forward with this kind o ordinance? ountree: And one final. If we move o r with this are we consistent i language with what we would anticipate the state would be providin , so if we did enact on it we wouldn°t have to come back and reenact it? Freckleton: Yeah. Absolutely. That's good question. And that's why we have worked very closely with Jerry and the state. eve want to make sure that our proposal comports well with what he is -- e is running forwr . ~o, we do feel that it's -- it's very much in alignment with --with his proposal. Meridian City Council February 5, 2013 Page 20 of 29 re : . e eer : ic, ci o tree, ell ow, e it es tr e rcess it could e easily c ae and I think e have done that it several other ordinances where once the state law is passed ours is -- is revoke . e weer : ell, I guess, ruce, I understand the concern -- aye it was lone voice or not a t e uil in Contractors Association and Iguess my -- y oin and the state°s rulemaking process is it's vetted ve thoroughly and you have lot o i Brent sets o eyes looking at i an you don't know w the net ouco a is of to e. Freckleton: Right. Freckleton: Bah. De eerd: And that's -- that's the alace we try and ope that -- certainly this is a family oriented community and safety is a priority, but, you know, sometimes when we try and craft things we can't look at it from s many angles as they can through the rulemaking process. Frec leton: Sure. Hoaglun: adam ayor? e eerd: r. Hoaglun. oaglu: I appreciate what you're doing, ruce. It's -- yo know, as the ayor si , you know, we had an unfortunate tragedy in this community and I think what you're doing in working with the state -- and I appreciate the state moving fo and on some of this to -- to make it so it's not possible to happen again, unless so ethin really goes wrong, but I think you have found a good balance on how to do this and how the alarms Meridian City Council February 5, 2013 Page 21 of 29 -- h r ti i h tit's t it rir, ri r r ti tin li ere I i ce out t strive for t i hit i t is, s recite the ork s e into t is i recleo: Than o. e eerd: Council, a y other co ments? believed st is looking for your direction t this oint, ird: a ayor? e eerd: r. it . ird: adam ayor? eweer: r. ird. ird: And along that line, you know, this -- the communications and now we give our fire department if they are called to certain area four or five times and give them something to go back o, you know. o, I' like o cil n ontree, it's not only the life safety, it's something that needs to be done. e vUeer: Sruce, what it gives is the city something to o back on or do I s that to Parry? Meridian City Council February 5, 2013 Page 22 of 29 tit it it i r c t s r tr itti e is e i i e eer : o, ocil, ' -- o ' think we need n o icil oio, but I see there is favor to ovi fo r .Thank ou, truce. rec leto: Look fo and o ei c. e eer : kay. I did move Item ~- to the en of this and I see that r. atts is here, so we will o ahead a take com et t this point for 7- . watts: Thank you, dam ayor an Council embers. avid Allison is here also with the Public works Department. e will be answering any questions you ay have and I will let David kick it off with little bit o information for you and, then, at the end of this we will e asking for approval to move fo and with the contracts that are presented before you. e eerd: i, avid. Meridian City Council February 5, 2013 Page 23 of 29 e eer :Than you. Council, questions? ird: aam aor? e eer: r. it . ird: avi , as look t ro the contracts it looks like the estimated cost for the two buildings is.9 million. A rig t? Allison: h, including -- it :Three point on the ainistrtion,1.9 on the -- Allison: well, construction cost, yes. Correct. ird: Construction cost. got real question. n our construction manaementwe are a 1 ~ percent. That's pretty high construction management. Our design is 16 percent. why -- is there a reason that these percentages are so high? Allison: Councilman Sird, for the esin costs the i istrtio building came in t 10.9 percent of our overall budget for the administration building. The original contract with and Johnson was -- Sird: I added them together, David. Ilison: Okay. just -- ird: The overall project. Meridian City Council February 5, 2013 Page 24 of 29 it : 't ere e ih rte r 1 i t cstrcti e e cost take t e it co s t bo t 18 rcet total cost your esi c es u t 1 percent. hat i i you're e is illio. Ilison: The ers t e ve -- ird: An it's running out 200 -- a ministration is r i about 215, 2 dollars square foot and the lab is runin little bit ore. Ilison: Our-- it : I'm just string. I can I realize the lab has got lot of lu in an all that kin of st to it, but I' sure t e machinery and stuff -- t e s ecilized machine stu will be ut in y the technicians w o e would buy the ac finery from, it on't e tin y our construction ae et people, will it? Allison: o. ut the placement -- ird: They will oversee it. understand that. And is that of the 1.9 million? Allison : Of the -- ird: The equipment cost. Allison: -- equipment that's i it? ird: The equipment cost. Allison: o, it°s not. ird: did not think so. Ilison: They have n ongoing capital -- ird: That's fine. Thanks. oaglun: aam ayor? e eerd: r. oaglun. oaglun: uestion, David. You talked about the funding -- this is oin o be over two fiscal years and I see the funding mechanism talks about how if City Council were not to approve the second year certain things happen, but i talks about construction manager must not incur costs at fees 142,488 prior to October 1, 2013, and who is overseeing that? Is that totally on the construction manager and if they o over that that°s bad on Meridian City Council February 5, 2013 Page 25 of 29 r v s i t it is i i t -- t e sure e that it e r I r r e a r e ear : And, Council, guess e did have t orou evaluation some o our rocesses o this a with good Indust and citize supo o developing process to anage t ese ore e actively and wit more certainty. o, i -- if that helps s well. acts: That is correct. adam ayor, we are following that -- t t process that ca e out o t at -- those meetings for that -- al os 12 months I think about. Our final report that we give to Council seven opts back, we are followin that process right now. This isn't the first project, but we have actually implemented those changes into projects. oaglun: adam ayor, eit, avid, how does i work -- and I think of the eridian oad project. e ope it gets done quicker -- i fact, there is contractor incentives to get that open sooner. If they are running ahead of schedule and things are progressing nicely, though, once they hit the 1 2 threshold and it's early September we stop? oaglun: So, m ayor and eit , if they came to i-September and they i the 142,000, but they keep working and the uget gets approved, we are in an new fiscal year, then, they could actually submit an invoice for work that's been done since mid- Septemer or istat not allowed? watts: That is not allowed y laws o, sir. Hoaglun: Okay. Just wanted to be sure. watts: Yes. Hoaglun: All rig . T nkyo, eith. Meridian City Council February 5, 2013 Page 26 of 29 r : 't ri ti J rii ti t: re. ountree: ee to nova. e eerd: Any other uestio s from Council? ird: have none. e Weer : ytin furt er, David? Ilison: o. De eer : y. Allison: ankyou. De eerd: Thank you. Watts: We would ask that that contract e approved and for the ayor to sign and the Clerk to attest. Bird: adam ayor? e Weerd: r. Bird. ird: I guess -- I'll let r. ountree, so he can -- ountree: Thank you, r. it . e Weer: r. ountree. oagl : Second. e Weer: I have a motion and a second to approve Ite 7- .Any discussion from Council? adam Clerk, roll call, please. Roll Call: ird, yea; Rountree, yea; are ba, absent; oalun, yea. Meridian City Council February 5, 2013 Page 27 of 29 r : II . ti rri . I : . ts: ank . ® • ® ~ - fl ' i ~~~ 1 l ' i i ~~ , ~ i ii° e I~leer: T ank you. ay. a are Item 8. e have in front o you -- Item 8- is r finance 13-1540. adam Clerk, v~ill yo ,please, read this on nce title only. e deer: Thank you, adam Clerk. You have earl the ordinance read on title -- y title on Item 8-A. Is there anyone rho v~old like to hear it read i its entirety? ountree: adam yor? De vUeerd: r. Rountree. Rountree: Seeing none, oul ove t at ire ap rove ri nce 13-1540 pith suspension of rules. Sir: Second. e vUeer: I have motion and second to approve Item - adam Clerk, will you call role. Meridian City Council February 5, 2013 Page 28 of 29 II II: it , ; tr r nt; I , . e er : II ayes. io carne . C IE AYES. E . ® ®~ i ~~ I I o ^ ! ! ! i ! I e eerd: to 8-S is rdince 13-15 1. m ler ,will you, please, read this title. e weer: You have heard this item read by title only. Is there anyone who would like to hear i read in its entirety? ountree: a ayor? e weer: r. ountree. ountree: Seeing o one wanting to hear it i its entirety, I ove t t we approve item 8- ,Ordinance 13-15 1, wit suspension o rules. bird: Second. e weer: I have motion and second to approve Ite 8- am Clerk, will you call role. Roll Call: bird, yea; Rountree, yea; arema, absent; oagl, yea. e eerd: All ayes. otio carried. Meridian City Council February 5, 2013 Page 29 of 29 I I : . e eerd: Council, o Ie 9 o you have ayt in t c sier, topics for future e ? ountree: I ve none. ln: o. e eerd: ay. I of ene i otio o jo r. ountree: o ovee ir: Second. e eerd: All those in favor say aye. All ayes. O IE: T EE AYES. 0 E APSE . ETI G JOU T x:05 . (A 10 EO I FILE OFT ESE OCEDI GS) ~. ~ Y~ ;, ~~ ~ ~ ~ ~~ - -~~ _~ %- T E E DATE O1/E ,~~ =~:~~~v~~~~~~~~ T. ~z~ i ~ ,~ Cluj ®f ~~~~~ ,~ ,~ ~ f~- ~ ~..~ .~ T ~ I JAYCEE ~IOLMAN, CITY CLERK ~~ ~ ~~ ~~~~-~ :~ ;i ~~ ~ _~ ~ , ~ , ~~ ~~~fhe `fltE~~~~. ; Changes to Agenda: Item 6B: Bienville Square No. 2 (FP-13.002) Application(s): Final Plat Size of property, existing zoning, and location: This site consists of approximately 7.89 acres, is currently zoned R-15, and is located east of N. Eagle Road, south of E. Ustick Road. Summary of Request: The applicant has applied for final plat approval consisting of twenty-eight (28) residential lots, one (1) multi- family lot and three (3) common lots on approximately 7.89 acres of land, This is the first final plat proposed for the Bienville Square East Subdivision (PP-12-013) approved by City Council on December 18, 2012. Single family attached homes are planned for the twenty-eight (28) residential lots. No development is proposed for the multi-family lot. All of the necessary infrastructure (roads segments, utilities, and sidewalks) will be constructed with this phase of development, Open space planned for the development consists of numerous street buffers, a micropath lot and two (2) passive open space lots. The planned amenities include multiple benches, picnic tables, barbeque pits, a children's play structure and horseshoe pit. The, qualifying open space totals 0.85 acres which is approximately 10.7% of the land area. The overall open space and amenities comply with the UDC requirements and the approved preliminary plat, The proposed final plat is consistent with the approved preliminary plat thus; staff is recommending approval of the application. Written Testimony: Bob Unger, in agreement with the conditions of approval in the staff report Outstanding Issue(s) for City Council: None Notes: r°i~~~~~:a~i i until i February 5, 2C~~ ~ I ~ . 1 ®0 0 ITEM TITLE: Final ~+m!~y~ idr Approval: Hacienda subdivision No. 2 by Jayo Construction, Inc. Located East of N. Meridian Road on the South Side of E. Cholla Hills Street Request: ~~~~l Plat Consisting of Seven (7) Building Lots on 0.86 of an Acre in an R-8 Zoning District' MEETING N®TES Community Ite~~r~~r Lsentations Presenter Contact Info./Notes r: °k',~~6tS ®FFICE FINAL ACTION DATE: E-MAILED TO SENT TO SENT TO STAFF AGENC`P I APPLICANT NOTES INITIALS e February 5, 2'i ~~ I 5 a 1 ®0 1 ITEM TITLE: Final r~l~lr ~ror Approval: Hacienda Subdivision No. 3 by Jayo Construction, Inc. Located East of N. Meridian Road on the East Side of N. Rio Lomas Avenue Request: Final flat Consisting of 10 Building Lots on 1.25 Acres in an R-8 Zoning District MEETING N®T .~~ Community Ite~~7%~~esentations Presenter Contact Info./Notes .; r` ,~~KS OFFICE FINAL ACTION DATE: E-MAILED TO SENT TO SENT TO NOTES INITIALS STAFF AGENCY APPLICANT ~-d~'?~~~~ rG;y, ® until tin T e February 5, 2~`i ~:~~ i 5C J~ u o FP 13®001 ITEM TITLE: Final ~~lc~-~ iur,4pproval: Chesterfield No. 2 by Northside Management Located at South Side of W. Pine Avenue, Midway Between N. Black Cat Road cited N. Ten Mile Road Request: Final Plat Approval of 43 Residential Lots and 7 Come Lots on 9.38 Acres in an R-8 and R-15 Zoning District MEETING N®T Community It~~/presentations Presenter Contact Info./Notes (m~-.~~KS OFFICE FlN~4L ~ICTI®M DATE: E_MSTAFF TO I AGENCY I nPPLICANT ( NOTES INITIALS :February 5, 2t~ ~i :~ J ~~ u e AZ 12®014 ITEM 'TITLE: Findings F~~t & Conclusions of Law for Approval: Tomorrow's Hope by Thair Pond Located East ic1e of N. Meridian Road and South of E. Ustick Road Request: Annexation of 6.99 Acres of Land from RUT and R-1 in Ada County to the R-8 (Medium-Density Residential Zoning District MEETING NOTES Community Itel7l/C~r°esentations Presenter Contact Info./Notes (eL~f~KS OFFICE' FINAL. ACTION DATE: E-MAILED TO SENT T~ SENT TO NOTES INITIALS STAFF AGENCY' APPLICANT rac~~~~ guy it until by Thair Pond Located East ~~ide of N. Meridian Road and South of E. Ustick Road Request: Conditional Use Permit Approval to Operate a Nursing Care Facility Consisting of Two (2) Buildings an 1.9 Acres in a Proposed R-8 Zone MEETING NOTES ~N Community It~n~/Presentations Presenter Contact Info./Notes ~~~ ~'i~KS OFFICE FlI~IAL ~4CTlON DATE: I E-MSTAFF TO I AGENC~ ~ l4P~LICANT I NOTES I INITIALS ~v~~,%.~~G ~ i it i February 5, 2~ ~ 0 a ITEM TITLE: Pedestri~l i~ati~~nray Easement with Avest Limited Partnership for stor-It MEETING NOTES ~_ Community Ital'll~~~sentations Presenter Contact Info./Notes ~~. F:=r`.~~KS OFFIC FIM,4L ~4CTIOIV ADA COUNTY RECORDER Christopher D, Rich AMOUNT ,OD BOISE IDAHO 02107!13 10:20 AM DEPUTY BonnieOberbillig ~I) II~~I~~~'~I~~~~~~~~~~~'~~~'~~~~I~~ RECORDED-REQUEST OF Meridian City ti'F~t`t~°'~~ RECREATIONAL PATHWAY EASEMENT ~-+-ti ~ ~2brv ~Y~~ THIS AGREEMENT, made and entered into this day of , 2013, between Avest Limited Partnership hereinafter referred to as "Grantor", and the City of eridian, an Idaho municipal corporation, hereinafter referred to as "Grantee"; WITNESSETH: WHEREAS, Grantor is the owner of real property on portions of which the City of Meridian desires to establish a public pathway; and WHEREAS, the Grantee desires to grant an easement to establish the pathway and provide connectivity to present and future portions of the pathway; and WHEREAS, Grantor shall construct the pathway improvements upon the easement described herein; and NOW, THEREFORE, the Grantor does hereby grant unto the Grantee an easement on the following property, described on Exhibit "A" and depicted on Exhibit "B" attached hereto and incorporated herein. The easement hereby granted is for the purpose of providing public recreational pathway easements for multiple-use non-motorized recreation, with the free right of access to such facilities at any and all times. TO HAVE AND TO HOLD, the said easement unto the said Grantee, its successors and assigns forever. THE GRANTOR hereby covenants and agrees that it will not place or allow to be placed any permanent structures, trees, brush, or perennial shrubs or flowers within the area described for this easement, which would interfere with the use of said easement, for the purposes stated herein. IT IS EXPRESSLY UNDERSTOOD AND AGREED, by and betweenthe parties hereto, that Grantor shall repair and maintain the pathway improvements. THE GRANTOR hereby covenants and agrees with the Grantee that should any part of the easement hereby granted become part of, or lie within the boundaries of any public street, then, to such extent such easement hereby granted which lies within such boundary thereof or which is a part thereof, shall cease and become null and void and of no further effect and shall be completely relinquished. THE GRANTOR does hereby covenant with the Grantee that it is lawfully seized and possessed of the aforementioned and described tract of land, and that it has a good and lawful right to convey said easement, and that it will warrant and forever defend the title and quiet possession thereof against the lawful claims of all persons whomsoever. IN WITNESS WHEREOF, the said Grantor has hereunto subscribed its signature the day and year first hereinabove written. STATE OF IDAHO ) ss County of Ada ) On this day of ~ , 2013, before me, the undersigned, a Notary Public in and for said State, persona y appeared Roger H. Allen, known or identified to me to be the President of the Corporation that executed the within instrument, and acknowledged to me that such company executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year fist above written. NOTARY PUBLIC FOR IDAHO Residing at:_ ®'~ Commission Expires: \ l'7 - 1'~ - ~ 1 ~- GRANTEE: CITY OF MERIDIAN Tammy de Weer~i, Mayor ¢~on ~ U;' ' ,~ / AGO ~'' Attest by Jayce~olman, City Clerk City of ~R I~I~i ~~° B~~H~ ~E~" ~~ w Approved By City Council On: i~ ~' ~ ~ rxw a STATE OF IDAHO ) . ss. County of Ada ) On this ~~ day of Fc brc-U~,,~ ~ , 2013, before me, the undersigned, a Notary Public in and for said State, personally appeared TAMMY DE WEERD and JAYCEE HOLMAN, known to me to be the Mayor and City Clerk, respectively, of the City of Meridian, Idaho, and who executed the within instrument, and acknowledged to me that the City of Meridian executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. (SEAL) `~ 5 fl t ~I~TARY PUBLIC FOR Residing at: ~ t c Commission Expires: ~ J C ~ ` ~uadranf December 29, 2012 Consulting, Inc. Page 1 of 2 L''AHIBI'I' 66A99 12.00 FOOT WIDE Multi-Use PATH EASEMENT IN FAVOR OF CITY OF MERIDIAN A .12.00 foot wide easemept for public Ingress and Egress, across a portion of the Parcel of land described in Warranty Deed Instrument No. 101115511 said Parcel also shown as Parcel "A" on Record of Survey No. 5576, Instrument Number 101108209, Ada County Records, situated in the SE 1/4 of Section 10, Township 3 North, Range 1 West, Boise Meridian, Ada County, Idaho, said easement being-more particularly described as follows: Commencing at the Southeast corner of said. Section 10; thence along the East line of said Section, North 00°27'06" East 1096.83 feet to a point at the southeast corner of said Parcel "A"; thence leaving said East line along the South line of said Parcel "A" North 88°51'50" West 48.00 feet to the Westerly right-of--way line of Ten Mile Road; thence continuing along said south line North 88°51'50" West 716.66 feet to the point on westerly side of Ten Mile Creek, said point being the POINT OF BEGINNING; thence leaving said south line North 46°06'22" West 185.47 feet to a point; thence North 41 ° 16' 19" West 128.32 feet to a point; thence North 46°23'07" West 114.55 feet to a point; thence North 39°24'36" West 142.06 feet to a point; thence North 27°25'04" West 50.13 feet to a point on the North line of said Parcel A; thence along said North line North 88°51'50" West 13.66 feet to a point; thence leaving said North line South 27°25'04" East 57.92 feet to a point; thence -South 39°24'36" East 144.05 feet to a point; thence South 46°23'07" East 114.74 feet to a point; thence South 41 ° 16' 19" East 128.30 feet to a point; thence South 46°06'22" East 172.99 feet to a point on the said South line of Parcel A; thence along said South line South 88°51'50" East 17.68 feet to the POINT OF BEGINNING. Said easement contains: 7,431 square feet or 0.17 acres, more or less. 1904 W. Overland e Boise, ID 83705 Phone (208) 342-0091 e Fax (208) 342-0092 e vnvw.quadrant.cc Cavil Fnninaarinn e G irvavinn E--+ W Q ~ 6~ r l r^ -+- ~ a V °o C V~11 ~ r, ~1 ~ v -¢ ni H ~ W~~ ~ ~ (na°om^~ ~ s~'' c ~ g5 p , ~ ? r , M h~^i h'rM ~ / ~.1/ 2 GI " 3 ~ °x a ~ //°y~'~''~ ~ ®® ®® N a v m° Lei ~ ~ ~ N1 O l~ o O ~ [~, ~ ~ x ~ Q n w ~ h~ ~ o ~ a W .- ~ pO " ~-/f - ~I~II2I~~g .~0 ,LO'9fi9Z 3„90 SIS~g ,LZ.OON 4dON 3lIW N31 ~J ~ N N .-- ~ ~ _ , L' Z'660 L ,£0'OS4 ~ ,£8'9601 ~ ~.(~ I I ~ ~ o `- Z ~ ~ W I eo ioI z co W U ~ Z a ~ ~ C7 z W ~ I .J I W o `~ z z ~ ~ roI _ ~ U ~ f~ 00 ~- ZI W m L~ o I Q 0~0 L~ ~ 0 Q ~ o' ~ ~ ~ Z ~ ~ O ~I ~ ~' U = wI ~ qo ~ N N Z W _Z I J li (7 0 ~ U ~ •`n `r ~ p ~ ~ ~ Y I Z ~ ~ . Z ~ `r ~ Z O N N ~ ~ ~ ~ ~ ~ O ~ ~ W ~ C.~-~ ~ ~ I° ~ N Z L ~ 00 ~ '~ 0) ~ri _ ~ ~I z : V O N M ~ _.i cy ~ ~ ~ N ~ Z / / p W o M z ~ ~ ~ ~ N NIA / ~ ~- oIZ ~ ~- W . o ~ ~ W ~ O . CV ~ ~n c0 rn 0 d- N ~ ~ W a ;n ~ ~ ;V (n i N ~ `- I W ~ dam' Z NN ( p N W O N raj I OJ N ~ N W W ®,00®OSti I w Q , l8'8 l L l I ~W , l8'89S L 3„01,80.1ON ® ---~] j I"~'~?i~~, 1, ~ ity nil tin February 5, 2(~,~.-~ I 5 J ITEM TITLE: Resolution ~~ ~ 9~ Authorizing the City Clerk to Destroy Certain Semi-Permanent and Temporary Records of the Meridian Police Depd'rf~ent MEETING NOTES Community Ite~y7lN'~esentations Presenter Contact Info./Notes Ko~.~{~KS OFI=ICE FINAL,4CTION DATE: ~ E~MSTAFF ~~ ~ AGENCY ~ A['i~LICANT ~ NOTES INITIALS CITY OF MERIDIAN RESOLUTION NO. ~~/ ~~ BY THE CITY COUNCIL: BIRD, HOAGLUN, ROUNTREE, ZAREMBA A RESOLUTION OF THE MAYOR AND THE CITY COUNCIL OF THE CITY OF MERIDIAN AUTHORIZING THE CITY CLERK TO DESTROY CERTAIN SEMI- PERMANENT AND TEMPORARY RECORDS OF THE MERIDIAN POLICE DEPARTMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Mayor and City Council have the authority pursuant to Idaho Code section 50-907(4) to, by resolution, destroy semi-permanent and temporary records, upon the advice of the City Attorney, and with such disposition to be under the direction and supervision of the City Clerk; and WHEREAS, the City Clerk has identified certain semi-permanent and temporary records that may be destroyed pursuant to Idaho Code sections 50-907(2) and (3) because the time period for retention of such records has expired; NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF MERIDIAN CITY, IDAHO: Section 1. That the City Clerk is hereby authorized to direct and supervise the destruction of the following semi-permanent and temporary records of the Police Department: POLICE YEAR(S) DESCRIPTION 1. Semi- ermanent Animal Control Records January 1 to June 30, 2006 Includes Animal Complaint Reports for lost dogs, dogs and cattle at large, barking dogs, and cruelty to animals 2. Tem ora Impounded & Abandoned January 1 to June 30, 2006 Includes Abandoned/ Impounded Vehicle Records Vehicle Reports Accident Reports January 1 to June 30, 2006 Includes Motor Vehicle Accident Reports Arrest Warrant Records January 1 to June 30, 2006 Includes Arrest Warrant Reports Juvenile Temporary Custody January 1 to June 30, 2006 Includes reports of juveniles Records taken into custody Lost & Found Property January 1 to June 30, 2006 Includes Lost and Found Property Records Reports Neighborhood Dispute January 1 to June 30, 2006 Includes Complaint Reports of Resolution Records incidents of noise, harassment, shooting guns in subdivisions, trespass, insufficient checks, and disturbances RESOLUTION AUTHORIZING DESTRUCTION OF POLICE DEPARTMENT RECORDS PAGE 1 OF 2 Section 2. That the City Clerk is authorized to take all necessary steps to destroy the records as provided by this Resolution. Section 3. That this Resolution shall be in full force and effect immediately upon its adoption and approval. ADOPTED by the City Council of the City of Meridian, Idaho, this ~ day of February , 2013. APPROVED by the Mayor of the City of Meridian, Idaho, this day of February 2013. APPROVED: _. Mayor Tammy~de Weerd -~~_~ ,~ ~~A C~' D A U~U~. ATTEST: ~,a~4 '~', ti ~pw City of E ILIA I~1 ioatio y' ~ y Jaycee L olman, City Clerk ~~, ~t '~~ ~~'' ~~~ ode THE ~SUy~O RESOLUTION AUTHORIZING DESTRUCTION OF POLICE DEPARTMENT RECORDS PAGE 2 OF 2 rr ~ ~~~~ ~ ~ qty it : February 5, 2U'~ `~ I H . ITEM TITLE: Approval d~ ~leii Award and Contract to Contractors Northwest for the "WWTP Fermentation ~~d Odor Control Project" for aNot-To-Exceed Amount of $2,221,500.00. Funding for tl~i~ Project is to be Split in Two Fiscal Years with $1,500,000 in FY13 and the Remaining $72,00.00 in FY14 __..~~K~,.. MEETING NOTES ,~_Y=~~ ~. b ._~,__ Community It~r~~/presentations Presenter Contact Info./Notes ~,~,~~KS OFFICE FINAL ACTION DATE: E-MAILED TO SENT TO' 5ENT TO NOTES INITIALS STAFF AGENCY ARPLICANT IVI~ 7'0: Jaycee L. Holman, City Clerk, Frorvr: Keith Watts, Purchasing Manager C: Jacy Jones, Clint Dolsby ate: 1 /30/13 e: February 5 City Council Meeting Agenda Item The Purchasing Department respectfully requests that the following item be placed on the February 5 City Council Consent Agenda for Council's consideration. Approval of Bid Award and Contract to Contractors Northwest for the "WWTP Fermentation and Odor Control" project for a Not-To-Exceed amount of $2,221,500.00. Funding for this project is to be split in two fiscal years with $1,500,000.00 in FY13 and the remaining $721,500.00 in FY14. Recommended Council Action: Approval of Bid Award and Contract to Contractors Northwest for the Not-To-Exceed amount of $2,221,500.00, $1,500,000.00 in FY13 and $721,500.00 in FY14. Thank you for your consideration. Page 1 Mayor Tammy de Weerd i TO: Keith Watts FROM: Clint Dolsby Assistant City Engineer DATE: O 1 /25/2013 ~oanall o6eN® Keith ®ird brad Hoaglun Charles Rountree David Zarernba SUBJECT: Project Information; WWTP Fermentation and Odor Control Project 10045a Construction DEPARTMENT CONTACT PERSONS Clint Dolsby, Asst. City Engineer (Project Manager) 489-0341 Warren Stewart, PW Engineering Manager 489-0350 John McCormick, Deputy Public Works Director 489-0378 II. DESCRIPTION A. Background The objective of the primary sludge fermentation process is to promote a reliable biological phosphorous removal process through the addition of volatile fatty acids to the secondary treatment system at the wastewater treatment plant. Volatile fatty acids (VFAs) are the preferred food for the biological phosphorus removal processes, and the Meridian wastewater treatment plant influent wastewater has limited VFAs. A fermentation process has the capability to produce VFAs to promote a reliable biological phosphorus removal process at the Meridian wastewater treatment plant. B. Proposed Project The proposed project also provides odor control and converts an existing 40-foot diameter primary clarifier and existing primary digester to fermenters to provide food to benefit the biological nutrient removal processes for nitrogen and phosphorus as well as enhanced process stability. Additionally, improved digester mixing and methane gas moisture control will be added with gravity and waste-activated sludge thickening to provide thicker solids to the digester, increasing digester capacity and postponing construction of a new digester. Page 1 of 2 III. IMPACT A. Strate ig c Impact: This project will help increase efficiencies at the Wastewater Treatment Plant and investigate alternative methods of wastewater treatment to reduce nitrogen and phosphorous loadings into our receiving stream. B. Service/Delivery Impact: Improving the operation of the biological nutrient removal processes at the wastewater treatment plant will not only help to stabilize the plant operation, it will additionally improve the removals of the nutrients that are regulated or will be regulated in our facility permits. C. Fiscallmpacts: This project will be financed using the just in time model. The construction will be completed in both Fiscal Year 2013 and 2014. In fiscal year 2013, $1,500,000 of work will be completed leaving $721,500.00 to be completed in Fiscal Year 2014 assuming the FYl4 Budget Enhancements are approved. Project Costs Fiscal Year 2013 Construction Fiscal Year 2014 Construction Services During Construction Special Inspections Total Cost Project Funding Fiscal Year 2013 Fermentation (3590-96130) Fiscal Year 2013 Odor Control (3590-92100) Fiscal Year 2014 Fermentation (3590-96130) Total Funding Available $1,500,000.00 $721,500.00 $245,800.00 14 045.25 $2,481,345.25 $2,090,000.00 $775,000.00 $1,500,000.00 $4,365,000.00 IV. TIME CONSTRAINTS Council's approval will allow this project to improve the performance of the biological nutrient removal to be constructed in fiscal year 2013 and 2014. V. LIST OF ATTACHMENTS A. Agreement for Inde endent o tractor Services Approved for Council Agenda: ~ '~5 / amen Stewart Date Pgge 2 of 2 AGREEMENT FOR INDEPENDENT CONTRACTOR SERVIC S (WWTP FERM NTATION AND O OR CONTROL PROJECT) P JECT # 100a THIS ACRE NT FOR IND P NDENT CONTRACTOR SERVIC S is made this 22nd day of February, 2013, and entered into by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho, hereinafter referred to as "CITY", 33 East Broadway Avenue, Meridian, Idaho 83642, and Contractors Northwest, Inc, hereinafter referred to as "CONTRACTOR", whose business address is 3731 Ramsey Rd., Coeur d'Alene, ID 83816 and whose Public Works Contractor License # is C-10327-U-1-3. INTRODUCTION Whereas, the City has a need for services involving WWTP FERMENTATION AND ODOR CONTROL PROJECT; and WHEREAS, the Contractor is specially trained, experienced and competent to perform and has agreed to provide such services; NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties agree as follows: TERMS AND CONDITIONS 1. Scope of Work: 1.1 CONTRACTOR shall perform and furnish to the City upon execution of this Agreement and receipt of the City's written notice to proceed, all services and work, and comply in all respects, as specified in the document titled "Scope of Work" a copy of which is attached hereto as Attachment "A" and incorporated herein by this reference, together with any amendments that may be agreed to in writing by the parties. 1.2 All documents, drawings and written work product prepared or produced by the Contractor under this Agreement, including without limitation electronic data files, are the property of the Contractor; provided, however, the City shall have the right to reproduce, publish and use all such work, or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do so. If any such work is copyrightable, the Contractor may copyright the same, except that, as to any work which is copyrighted by the Contractor, the City reserves a royalty-free, non-exclusive, and irrevocable license to reproduce, publish and use such work, or any part thereof, and to authorize others to do so. 1.3 The Contractor shall provide services and work under this Agreement consistent with the requirements and standards established by applicable WWTP FERMENTATION AND ODOR CONTROL PROJECT page 1 of 11 Project 10045a federal, state and city laws, ordinances, regulations and resolutions. The Contractor represents and warrants that it will perform its work in accordance with generally accepted industry standards and practices for the profession or professions that are used in performance of this Agreement and that are in effect at the time of performance of this Agreement. Except for that representation and any representations made or contained in any proposal submitted by the Contractor and any reports or opinions prepared or issued as part of the work performed by the Contractor under this Agreement, Contractor makes no other warranties, either express or implied, as part of this Agreement. 1.4 Services and work provided by the Contractor at the City's request under this Agreement will be performed in a timely manner in accordance with a Schedule of Work, which the parties hereto shall agree to. The Schedule of Work may be revised from time to time upon mutual written consent of the parties. 2. Consideration 2.1 The Contractor shall be compensated on aNot-To-Exceed basis as provided in Attachment B "Payment Schedule" attached hereto and by reference made a part hereof for the Not-To-Exceed amount of $2,221,500.00. Compensation is scheduled to be paid from two fiscal years, $1,500,000.00 in FY13 (10/1 /12-9/30/13) and $721,500.00 in FY14 (10/1 /13 9/30/14). Therefore continuation of the project beyond 9/30/13 and the current budget amount of $1,500,000.00 is subject to City Council approval of the FY14 budget. If the City Council fails to appropriate funds to continue payment beyond $1,500,000.00, City may terminate this agreement and Contractor will relieve City of any further obligation. Contractor must NOT complete any work that exceeds $1,500,000.00 prior to October 1, 2013. It is the Contractor's responsibility to adhere to the schedule and the amounts listed above. 2.2 The Contractor shall provide the City with a monthly statement, as the work warrants, of fees earned and costs incurred for services provided during the billing period, which the City will pay within 30 days of receipt of a correct invoice and approval by the City. The City will not withhold any Federal or State income taxes or Social Security Tax from any payment made by City to Contractor under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of Contractor. 2.3 Except as expressly provided in this Agreement, Contractor shall not be entitled to receive from the City any additional consideration, compensation, salary, wages, or other type of remuneration for services rendered under this Agreement including, but not limited to, meals, lodging, transportation, drawings, renderings or mockups. Specifically, Contractor WWTP FERMENTATION AND ODOR CONTROL PROJECT page 2 of 11 Project 10045a shall not be entitled by virtue of this Agreement to consideration in the form of overtime, health insurance benefits, retirement benefits, paid holidays or other paid leaves of absence of any type or kind whatsoever. 3. 'Term: 3.1 This agreement shall become effective upon execution by both parties, and shall expire upon (a) completion of the agreed upon work, (b) non-appropriation of funds , or (s)unless sooner terminated as provided below or unless some other method or time of termination is listed in Attachment A. 3.2 Should Contractor default in the performance of this Agreement or materially breach any of its provisions, City, at City's option, may terminate this Agreement by giving written notification to Contractor. 3.3 Should City fail to pay Contractor all or any part of the compensation set forth in Attachment B of this Agreement on the date due, Contractor, at the Contractor's option, may terminate this Agreement if the failure is not remedied by the City within thirty (30) days from the date payment is due. 3.4 TIME FOR EXECUTING CONTRACT AND LIQUIDATED DAMAGES Upon receipt of a Notice to Proceed, the Contractor shall have 400 calendar days to complete the work as described herein. Contractor shall be liable to the City for any delay beyond this time period in the amount of $500.00 per calendar day. Such payment shall be construed to be liquidated damages by the Contractor in lieu of any claim or damage because of such delay and not construed as a penalty. Due to the splitting of financing in two fiscal years (2013/2014), no milestone liquidated damages will be applicable to Contractor other than final acceptance/completion (Please strike Specification 01 31 13 -1.03 A & B). 4. Termination: 4.1 If, through any cause, CONTRACTOR, its officers, employees, or agents fails to fulfill in a timely and proper manner its obligations under this Agreement, violates any of the covenants, agreements, or stipulations of this Agreement, falsifies any record or document required to be prepared under this agreement, engages in fraud, dishonesty, or any other act of misconduct in the performance of this contract, or if the City Council determines that termination of this Agreement is in the best interest of CITY, the CITY shall WWTP FERMENTATION AND ODOR CONTROL PROJECT page 3 of 11 Project 10045a thereupon have the right to terminate this Agreement by giving written notice to CONTRACTOR of such termination and specifying the effective date thereof at least fifteen (15) days before the effective date of such termination. CONTRACTOR may terminate this agreement at any time by giving at least sixty (60) days notice to CITY. In the event of any termination of this Agreement, all finished or unfinished documents, data, and reports prepared by CONTRACTOR under this Agreement shall, at the option of the CITY, become its property, and CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily complete hereunder. 4.2 Notwithstanding the above, CONTRACTOR shall not be relieved of liability to the CITY for damages sustained by the CITY by virtue of any breach of this Agreement by CONTRACTOR, and the CITY may withhold any payments to CONTRACTOR for the purposes of set-off until such time as the exact amount of damages due the CITY from CONTRACTOR is determined. This provision shall survive the termination of this agreement and shall not relieve CONTRACTOR of its liability to the CITY for damages. 5. Independent Contractor: 5.1 In all matters pertaining to this agreement, CONTRACTOR shall be acting as an independent contractor, and neither CONTRACTOR nor any officer, employee or agent of CONTRACTOR will be deemed an employee of CITY. Except as expressly provided in Attachment A, Contractor has no authority or responsibility to exercise any rights or power vested in the City and therefore has no authority to bind or incur any obligation on behalf of the City. The selection and designation of the personnel of the CITY in the performance of this agreement shall be made by the CITY. 5.2 Contractor, its agents, officers, and employees are and at all times during the term of this Agreement shall represent and conduct themselves as independent contractors and not as employees of the City. 5.3 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction and supervision and control of the Contractor. 6. Indemnification and Insurance: WWTP FERMENTATION AND ODOR CONTROL PROJECT page 4 of 11 Project 10045a 6.1 CONTRACTOR shall indemnify and save and hold harmless CITY from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses and other costs including litigation costs and attorney's fees, arising out of, resulting from, or in connection with the performance of this Agreement by the CONTRACTOR, its servants, agents, officers, employees, guests, and business invitees, and not caused by or arising out of the tortious conduct of CITY or its employees. CONTRACTOR shall maintain, and specifically agrees that it will maintain, throughout the term of this Agreement, IiabilitX insurance in which the CITY shall be named an additional insured in the minimum amounts as follow: General Liability One Million Dollars ($1,000,000) per incident or occurrence, Automobile Liability Insurance One Million Dollars ($1,000,000) per incident or occurrence and Workers' Compensation Insurance, in the statutory limits as required by law.. The limits of insurance shall not be deemed a limitation of the covenants to indemnify and save and hold harmless CITY; and if 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 CITY from and for all such losses, claims, actions, or judgments for damages or injury to persons or property and other costs, including litigation costs and attorneys' fees, arising out of, resulting from , or in connection with the performance of this Agreement by the Contractor or Contractor's officers, employs, agents, representatives or subcontractors and resulting in or attributable to personal injury, death, or damage or destruction to tangible or intangible property, including use of. CONTRACTOR shall provide CITY with a Certificate of Insurance, or other proof of insurance evidencing CONTRACTOR'S compliance with the requirements of this paragraph and file such proof of insurance with the CITY at least ten (10) days prior to the date Contractor begins performance of it's obligations under this Agreement. In the event the insurance minimums are changed, CONTRACTOR shall immediately submit proof of compliance with the changed limits. Evidence of all insurance shall be submitted to the City Purchasing Agent with a copy to Meridian City Accounting, 33 East Broadway Avenue, Meridian, Idaho 83642. 6.2 Any deductibles, self-insured retention, or named insureds must be declared in writing and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles, self-insured retentions or named insureds; or the Contractor shall provide a bond, cash or letter of credit guaranteeing payment of losses and related investigations, claim administration and defense expenses. 6.3 To the extent of the indemnity in this contract, Contractor's Insurance coverage shall be primary insurance regarding the City's elected officers, officials, employees and volunteers. Any insurance or self- insurance maintained by the City or the City's elected officers, officials, employees and volunteers shall be excess of the Contractor's insurance and WWTP FERMENTATION AND ODOR CONTROL PROJECT page 5 of 11 Project 10045a shall not contribute with Contractor's insurance except as to the extent of City's negligence. 6.4 The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 6.5 All insurance coverages for subcontractors shall be subject to all of the insurance and indemnity requirements stated herein. 6.6 The limits of insurance described herein shall not limit the liability of the Contractor and Contractor's agents, representatives, employees or subcontractors. 7. onds: Payment and Performance Bonds are required on all Public Works Improvement Projects per the ISPWC and the City of Meridian Supplemental Specifications & Drawings to the ISPWC, which by this reference are made a part hereof. 8. Warranty: Contractor must warrant the project per the ISPWC and the City of Meridian Supplemental Specifications & Drawings to the ISPWC, which by this reference are made a part hereof. 9. Project Management Software - E-Builder: Contractor to purchase licenses and utilize e-Builder Project Management Software for correspondence including but not limited to RFI submission, submittals, Pay application submission, and change order pricing. 10. Notices: Any and all notices required to be given by either of the parties hereto, unless otherwise stated in this agreement, shall be in writing and be deemed communicated when mailed in the United States mail, certified, return receipt requested, addressed as follows: CIl'Y CONTRACTOR City of Meridian Contractors Northwest, Inc Purchasing Manager Attn: D Dean Haagenson 33 E Broadway Ave P O Box 6300 Meridian, ID 83642 Coeur d'Alene, ID 83816 208-888-4433 Phone: 208-667-2456 Email ` Idaho Public Works License # C-10327-U-1-3 Either party may change their address for the purpose of this paragraph by giving written notice of such change to the other in the manner herein provided. 11. Attorney Fees: Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in WWTP FERMENTATION AND ODOR CONTROL PROJECT page 6 of 11 Project 10045a addition to any other relief as may be granted, to court costs and reasonable attorneys' fees as determined by a Court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination or forfeiture of this Agreement. 12. Time is of the ssence: The parties hereto acknowledge and agree that time is strictly of the essence with respect to each and every term, condition and provision hereof, and that the failure to timely perform any of the obligations hereunder shall constitute a breach of, and a default under, this Agreement by the party so failing to perform. 13. Assignment: It is expressly agreed and understood by the parties hereto, that CONTRACTOR shall not have the right to assign, transfer, hypothecate or sell any of its rights under this Agreement except upon the prior express written consent of CITY. 14. Discrimination Prohibited: In performing the Work required herein, CONTRACTOR shall not unlawfully discriminate in violation of any federal, state or local law, rule or regulation against any person on the basis of race, color, religion, sex, national origin or ancestry, age or disability. 15. Reports and Information: 15.1 At such times and in such forms as the CITY may require, there shall be furnished to the CITY such statements, records, reports, data and information as the CITY may request pertaining to matters covered by this Agreement. 15.2 Contractor shall maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this or Agreement. This includes any handwriting, typewriting, printing, photo static, photographic and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof. 16. Audits and Inspections: At any time during normal business hours and as often as the CITY may deem necessary, there shall be made available to the CITY for examination all of CONTRACTOR'S records with respect to all matters covered by this Agreement. CONTRACTOR shall permit the CITY to audit, examine, and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. WWTP FERMENTATION AND ODOR CONTROL PROJECT page 7 of 11 Project 10045a 17. Publication, Reproduction and flee of Material: No material produced in whole or in part under this Agreement shall be subject to copyright in the United States or in any other country. The CITY shall have unrestricted authority to publish, disclose and otherwise use, in whole or in part, any reports, data or other materials prepared under this Agreement. 18. Compliance with Laws: In performing the scope of work required hereunder, CONTRACTOR shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments. 19. Changes: The CITY may, from time to time, request changes in the Scope of Work to be performed hereunder. Such changes, including any increase or decrease in the amount of CONTRACTOR'S compensation, which are mutually agreed upon by and between the CITY and CONTRACTOR, shall be incorporated in written amendments which shall be executed with the same formalities as this Agreement. 20. Construction and Severability: If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. 21. Waiver of Default: Waiver of default by either party to this Agreement shall not be deemed to be waiver of any subsequent default. Waiver or breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach, and shall not be construed to be a modification of the terms of this Agreement unless this Agreement is modified as provided above. 22. Advice of Attorney: Each party warrants and represents that in executing this Agreement. It has received independent legal advice from its attorney's or the opportunity to seek such advice. 23. Entire Agreement: This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral of written, whether previous to the execution hereof or contemporaneous herewith. 24. Order of Precedence: The order or precedence shall be the contract agreement, the Invitation for Bid document, then the winning bidders submitted bid document. 25. Public Records Act: Pursuant to Idaho Code Section 9-335, et seq., information or documents received from the Contractor may be open to public inspection and copying unless exempt from disclosure. The Contractor shall clearly designate individual documents as "exempt" on each page of such documents and shall indicate the basis for such exemption. The CITY will not accept the marking of an entire document as exempt. In addition, the WWTP FERMENTATION AND ODOR CONTROL PROJECT page 8 of 11 Project 10045a CITY will not accept a legend or statement on one (1) page that all, or substantially all, of the document is exempt from disclosure. The Contractor shall indemnify and defend the CITY against all liability, claims, damages, losses, expenses, actions, attorney fees and suits whatsoever for honoring such a designation or for the Contractor's failure to designate individual documents as exempt. The Contractor's failure to designate as exempt any document or portion of a document that is released by the CITY shall constitute a complete waiver of any and all claims for damages caused by any such release. 26. Applicable Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Idaho, and the ordinances of the City of Meridian. 27. Approval Required: This Agreement shall not become effective or binding until approved by the City of Meridian. CITY ®P MERIDIAN BY: TAMMY de W~ERD, MAYOR CONTRACTORS N®RTHWEST, INC o' ''~~ D. D AN HAAGENSON, CEO Dated: o~ " ~ J ~ ~ Approved by Council: Attest: JAYCEE L. I~LMAN, CITY CLERK .~ F C!, Purchasing Approval ~'' °` ~ t KEITH V~ATTS, Purchasing Manager Dated:: ~ ~ ~ ~ ~~' WWTP FERMENTATION AND ODOR CONTROL PROJECT Project 10045a Dated: ~ ~~/ ~'~~ ~.. ..~ pan '~;~a,.,"~t, '~ C'it~ titi OP /~ a~~' BY: , WAf~REN STE~IVART, Engineering Manager Dated:: / page 9 of 11 Attachment A MCP F WRK T I VI TI T I W-1-100a ll T X I IT included in the Invitation to i Package VV-1-1004, are by this reference made part hereof. WWTP FERMENTATION AND ODOR CONTROL PROJECT page 10 of 11 Project 10045a Attachment B IL TN / P Y ENT' C l1L A. Total and complete compensation for this Agreement shall not exceed $2,221,500.00. MILES`~ONE DA TES/SCtiEDtJLE Milestones Refer to Section 01 31 13 of bid documents for detailed info rmation Milestone 1 Preliminary Progress Schedule 90 days fro m Notice To Proceed Milestone 2 Final Completion 400 days from Notice To Proceed PRICING SCHEDUL E Contract includes furnishing all labor, materials, equipment, and incidentals as required for the WWTP FERMENTATION AND ODOR CONTROL PROJECT per IFB PW-13-10045a CNT ACT T®TL ....................... 2.221.500.00 Oid ~chedtale Item Pio. Descri tion Qnt Unit Unit Price i Bonds and Insurance i l.s $45,000.00 2 Mobilization/Demobilization i LS $65,000.00 3 Demolition of Inside the Existing Control Building i LS $50,000.00 4 Demolition Inside the Existing Clarifier Basin 1 LS $40,000.00 5 Temporary Erosion and Sediment Control i LS $6,000.00 6 Yard piping i Ls $170,000.00 7 Surface Restoration i LS $6,000.00 8 Odor Control System and Ductwork i LS $120,000.00 9 Conversion of Existing Digester to Fermenter i I.S $240,500.00 10 Conversion of the Existing Clarifier to Gravity Thickener i Ls $85,000.00 11 Pump Installation, Piping, and Valves -Mechanical Building i LS $75,000.00 12 Equipment -Prefabricated Aluminum Flat Cover i LS $60,000.00 12 Equipment - Inline Grinder i LS $35,000.00 13 Equipment - VFA Enriched Effluent Pumps i ~S $30,000.00 14 Equipment - Elutration Water Pumps i ~S $30,000.00 15 Equipment -Fermented Primary Sludge Pumps i t_S $40,000.00 16 Equipment -Thickened Fermented Primary Sludge Pumps 1 LS $55,000.00 17 Equipment -Gravity Thickener Mechanism i LS $330,000.00 18 Equipment - Biotower Package i LS $250,000.00 19 HVAC system i ~S $125,000.00 20 Electrical Systems i LS $250,000.00 21 Instrumentation and Control Systems i LS $110,000.00 22 Dewatering i is $4,000.00 Travel expenses, if applicable, will be paid at no more than the City of Meridian's Travel and xpense Reimbursement Policy. WWTP FERMENTATION AND ODOR CONTROL PROJECT page 11 of 11 Project 10045a Mayor Tammy de Weerd i!y ®ueil eerie Keith Bird Brad Hoaglun Charles Rountree David Zaremba TO: Mayor Tammy de Weerd Members of the City Council FROM: Clint Dolsby, P.E. Assistant City Engineer DATE: January 25, 2013 SUBJECT: TASK ORDER #10045C FOR THE FERMENTATION AND ODOR CONTROL PROJECT SERVICES DURING CONSTRUCTION WITH CH2M HILL FOR A NOT TO EXCEED AMOUNT OF $257,006 I. RECOMMENDED ACTION A. Move to: 1. Approve Task Order 10045C with CH2M HILL for the Fermentation and Odor Control Project services during construction, for anot-to-exceed cost of $245,800. 2. Authorize the Mayor to sign the agreement. II. DEPARTMENT CONTACT PERSONS Clint Dolsby, Asst. City Engineer (Project Manager) 489-0341 Warren Stewart, PW Engineering Manager 489-0350 John McCormick, Deputy Director of Public Works 489-0372 III. DESCRIPTION A. Back round The objective of the primary sludge fermentation process is to promote a reliable biological phosphorous removal process through the addition of volatile fatty acids to the secondary treatment system at the wastewater treatment plant. Page 1 of 3 Volatile fatty acids (VFAs) are the preferred food for the biological phosphorus removal processes, and the Meridian wastewater treatment plant influent wastewater has limited VFAs. A fermentation process has the capability to produce VFAs to promote a reliable biological phosphorus removal process at the Meridian wastewater treatment plant. B. Proposed Project CH2M HILL will provide services during construction for the WWTP Fermentation and Odor Control Construction Project. The project includes the conversion of an existing primary clarifier to a thickener and an existing digester to a fermenter and the installation of odor control ducting and biotower. C. Consultant Selection CH2M HILL was chosen for this project due to their expertise in the design and analysis of wastewater treatment plants and their familiarity with the Meridian Wastewater Treatment Plant. CH2M HILL was also selected as a qualified firm to provide consultant services for WW Collection and Treatment Engineering and they hold a Master Agreement for services over $25,000. IV. IMPACT A. Strate ig c Impact: This project meets our mission requirements to indentify and prioritize work to anticipate, plan and provide public services and facilities that support the needs of our growing community and ensure modern reliable facilities while maintaining financial stewardship. B. Service/Delivery Impact: Improving the operation of the biological nutrient removal processes at the wastewater treatment plant will not only help to stabilize the plant operation, it will additionally improve the removals of the nutrients that are included or will be limited in our facility permits. C. FiscalIm act: Protect Costs Consultant Agreement Total Cost 257 006 $257,006 Page 2 of 3 Project Funding Fermentation (3590-96130) Odor Control (3590-92100) Total Funding VI. TIME CONSTRAINTS VII $1,565,000 450 000 $2,015,000 Council's approval will allow this project to improve the performance of the biological nutrient removal systems at the wastewater treatment plant to be constructed in fiscal years 2013 and 2014. LIST OF ATTACHMENTS A. Task Order No. 10045C. ~ fr ~ , a Department Approval: ~ ~-~ ~ ; ~ ~~°` r ,, Date p~`` ~` Page 3 of 3 t'Gc~ ~',~, y;~, iy un it ti a February 5, 2U,~ ;~ 1 lJ 51 a ITEM TITL Approval ~t raid Award and Authorize the Purchasing Manager to Sign and Issue a Purchase ~'rd~r to Territorial Supplies for the Purchase of 14GETAC MDT's for aNot-To-Exceed An•iount of $52,103.42 ~.~~ MEETING NOTES 4 ~ ,_ Community Itei~~/l~r~sentations Presenter Contact Info./Notes ~~~~~KS OFFICE FINAL ACTION E-MAILED TO SENT T ~ SENT TO DATE: STAFF AGENCY' APPLICANT NOTES INITIALS ? ~~~~ ~~ l I ~y~ I ~--I III °~~ I! _ ~ ,, ,, ®: Jaycee L. Holman, City Clerk, IFr® :Keith Watts, Purchasing Manager : Jacy Jones, Max Jensen ate: 1 /30/13 e: February 5 City Council Meeting Agenda Item The Purchasing Department respectfully requests that the following item be placed on the February 5 City Council Consent Agenda for Council's consideration. Approval of Award of Bid to Territorial Supplies, Inc. for the purchase of 14 GETAC MDT's for aNot-To-Exceed amount of $52,103.42. Recommended Council Action: Approval of Bid Award and authorize the Purchasing IVianager to sign and issue a purchase order to Territorial Supplies for the Not-To-Exceed amount of $52,103.42. Thank you for your consideration. ® Page 1 ~ ~ rn s a v lgned W 0 C `.~ Cad .~ .S ~, t ~. l~ ~~ C% ~!_ A~ ~1 ~~ 1 1`V ~''~~~ 'uy i it February 5, 2~'i :~~ t~ J e A 1 ®011 ITEM TITLE: Developm`rr~ Agreement for Citadel Self Storage Facility by B1, LLC Located Southwest Corner of Chinden Boulevard and N. Saguaro Hills Avenue Request: Annexation of 5.46 Acres of Land from RUT in Ada County to the C-C (Community Business District oohing District MEETING NOTE Community Ita17~/Presentations Presenter Contact Info./Notes ~a~~i~KS OFF/CE FlIV~4L,4CTlON DATE: ~ E~MSTAFF ~~ ~ AGENCY ~ AP6~LICANT ~ NOTES INITIALS ADA COUNTY RECORDER Christopher D. Rich AMOUNT .00 q0 BOISE IDAHO 02!07113 10:20 AM DEPUTY Bonnie Oberbillig III I II III ~ II IIIIIIII I I II II RECORDED-REQUEST OF Meridian City 11: ~~ i ~Ga~, i DEVE+ L®P1~EI~"1" .l~($ E N~' PAI~.TIES: 1. City of Mexidian 2. 131 LLC, Owners/Developers THIS DFnVELOPMENT AGREEMENT (this Agreement), is made and entered into this - ~~~~` _ day of 2`~"'~'~ , 2013, by and between City of Meridian, a mutucipal corporation of the State of Idabel, hereafter palled CITY, and E1, LLC whose address is I'0 I3ox 1610, Eagle, Idaho, R3616 hereinafter palled OWNER:S/DEVELOPERS. 1. CI'TALS: 1.1 VV .AS, Owners/Developers are the sole owners, in law and/or equity, of ceI°tain tract of land in the County of Ada, State of Idaho, described in Exhibit A for each owner, which is attaehed hereto and by this reference incorporated herein as if set forth in full, herein after referred to as the Property; 1.2 AS, Idaho Code § 67®6511A provides that cities may, by ordinance, require or permit as a condition of re-zoning that the Owners / Developers made a written commitment concerning the use or development ofthe subject Property; and 1.3 AS, City has exercised its statutory authority by the enactment of Ordinance 11-SI3-3, which authorizes development agI°eements upon the annexation and/or re-zoning of land; and 1.4 VV'~iE ,AS, Owners/Developers have submitted an application for annexation and re-zoning of the Property described in Exhibit A, anal has requested a designation of C-C {Colrlrnunity Easiness District), (Municipal Code of the City of Meridian); and 1.5 ~ AS, Owners/Developers made representations at the public hearings both before the Meridian Planning 8c Zoning Commission and before the Meridian City Council, as to haw the subject Property will be developed and what improvements will be made; and 1.6 ' { AS, record of the proceedings for the requested annexation acid zoning designation. of the subject Property held before the Planning ~c Zoning Commission, and subsequently before the .City Council, include DEVELOPMENT.AGREEMENT -CITADEL BELT-STORACYE (AZ 12x011) I-'At'rE 1 OP 9 responses of goverr~nnent subdivisions providing services within the City of Meridian planning jurisdiction, and reoeived further testimony and comment; and 1.7 + ,City Council, the 2"a day of January, 2013, has approved Findings of Fact and Conclusions of Law, set foi~th in Exhibit "B", which are attached hereto and by this reference incorporated herein as if set forth in full, hereinafter referred to as (the Findings); and 1.8 ~ A~, the Findings require the Owners/ Developers to enter into a development agreement before the City Council tapes final action on annexation and zoning designation; and 1.9 O IJ~I;L~PE deem it to be in their best interest to be able to enter into this Agreement and acknowledges that this Agreement was entered into voluntarily and at his urging and requests; and 1.10 AS, City requires the Owners/Developers to enter into a development agreement for the purpose of ensuring that the Property is developed and the subsequent use of the Property is in accordance with the terms and conditions of this development agreement, herein being established as a result of evidence received by the City in the proceedings far zoning designation from government subdivisions providing services within the planning jurisdiction and from affected property owners and to ensure re-zoning designation is in accordance with the amended Comprehensive Plan of the City of Meridian on April 19, 2011, Resolution No. 11-784, and the Zoning and Development Ordinances codified in Meridian Unified Development Code, Title 11. ~T®'VV', ~ + I'® , in consideration of the covenants and conditions set fon°th herein, the parties agree as follows: 2. II~C® ® TIC OF CITALSs That the above recitals arts contractual and binding and are incorporated herein as if set forth in fiall. 3. D~F ITI®NS: For all purposes of this Agreement the following words, terms, and phrases herein contained in this section shall be defined and interpreted as herein pxovided for, unless the clear context of the presentation of the same requires othervvi se: 3.1 CIT~'t means and refers to the City of Meridian, a panty to this Agn°eeanent, which is a municipal Corporation and government subdivision of the state of Idaho, organized and existing by virtue of law of the Mate of Idaho, whose address is 33 East Bxoadway Avenue, Meridian, Idaho 83&42. DEVELOPMENT AGREEMEN'T'- CTTAT)EL sELF~STGRAGE (AZ 128011} PAGE 2 OF S 3.2 O 12S/DJg+ { LOP ~ ®means and refex°s Bl, LLC, whose address is P.O. $ox 1b10, t/agle, 1D 83616, the party that is developing said Pr°operty and shall inolude any subsequent owner and/or developer(s) of the Property. 3.3 PR®PEI2TY: means and refers to that certain parcel(s) of Property located in the County of Ada, City of Meridian as described in hxhibit A describing the parcels to be re-zoned C-G (General Retail and Service District) attached hereto and by this reference incorporated herein as if set forth at length. 4. ITSES F'E ED BY ~' SAG E ~ NT6 4,1 The uses allowed pursuant to this Agreement are only those uses allowed under City's Zoning Ordinance codified at Meridian Unified Development Code. 4.2 No change in the uses specified in this Agree~.ent sha11 be allowed without modification of this Agreement. 5. C®NI)I'I'IONS GONE ~PtG I)E~EI.,OI' NT ®F` SY.TB CT l.'ItOI'ER~'~: 5.1. Owner/Developer shall develop the Property in accordance with the following special conditions: a. Future development of the site shall be consistent with the design standards in UDC 11-3A.-19 and the guidelines in the Meridian Design Manual. b. The ITD corridor plan requires 140 feet of right-of-way, or 70 feet of right-of way on each side of the centerline. The current highway plans identify only 40 feet of right-of way abutting the Owner/Developers parcel. The Owner/Developer shall dedicate the additional 30 feet of right-of way abutting the subject parcel. c. The Owner/Developer sha11 close the existing full access to Chinden Boulevard and may construct an emergency access to Chinden Boulevard in the general location depicted on the site plan subject to ITD approval and City Council approval of a variance. d. The use of this property shall be restricted to the self-storage facility approved by CUP 12-016, unless modified by City Council at a public hearing. 6. COIVIPLIANCE PE ®D/CONSENT TO ZO :This Agreement and the commitments contained herein shall be termizxated, and the zoning designation reversed, upon an uncured material default of the Owners and/or Developers oz° Owners/Developers' heixs, successors, assigns, to comply with Section 5 entitled "Conditions Governing Development of Subject Property" of this agreement within two years of the date this Agreement is effective, and after the City has complied with the notice and hearing procedures as outlined in Idaho Code § b7-6509, or any subsequent amendrnents or recodifications thereof. L~.'vFSA,C/P1ViCiV 1 t]VtCCENiCN 1 - Clt E]UFSL t~l~L"'LF°J 1 G1CFiVC ~~ AL°o 1 A) Pi~vE 3 vr" 9 7. D+ ~.A~JI,"IYCON~.1;~" T(1 ®AN1~E `1"ff~~d -~ ~~ "Al:, Off' Z® OI)E~>CGNA ®N® 7.1 Acts of T)efault. Either party's failure to faithfully comply with all of the terms and conditions included in this Agreement shall constitute default under this Agreement. 7.2 Notice and Cur°c Pe~aiod. In the event of Owners /Developers' default of this Agreement, Owners/ Developers shall have thirty (30) days from receipt of written notice from City to initiate commencement of action to correct the breach and cure the default, which action must be prosecuted with diligence and completed within one hundred eighty (1 g0) days; provided, however, that in the cage of any such default that cannot with diligence be cured within such one hundred eighty (1g0) day period, then the time allowed to cure such failure may be extended for such period as may be necessary to complete the curing of the same with diligence and continuity. 7.3 lZemeclies. In the event of default by Owners /Developers that is not cured afl:er notice as described in section 7.2, Owners/Developers shall be deemed to have consented to modification of this Agreement and de- annexation and reversal of the zoning designations described herein, solely against the offending portion of Property and upon City's compliance with all applicable laws, ordinances and rules, including any applicable provisions of Tdaho Code §§ 67-6509 and 67-6511. Owners/Developers reserve all rights to contest whether a default has occurred. This Agreement shall be enforceable in the Fourth Judicial District Court in Ada County by either City or Owners/Developers, or by any successor or successors in title or by the assigns of the parties hereto. Enforcement may be sought by an appropriate action at law or in equity to secure the specific performance of the covenants, agreements, conditions, and obligations contained herein. 7.4 Belay. In the event the performance of any covenant to be performed hereunder by either Owners /Developers or City is delayed for causes that are beyond the reasonable control of the party responsibly for such performance, which shall include, without limitation, acts of civil disobedience, strikes or similar causes, the time for such performance shall be extended by the amount of time of such delay. 7.5 i~aivem. A waiver by City of any default by Owners/Developers of any one or more of the covenants or conditions hereof shall apply solely to the default and defaults waived and shall neither bar any other rights or remedies of City nor apply to any subsequent default of any such or other covenants ara.d conditions. DEVELOPMSNTAGREEMENT-CITADEL SELF-STORAGE (AZ 12~Q]]) PAGE4 of 9 8. INSPECTI®Ns 4wners/Developexs shall, immediately upon completion of any portion or the entirety of said development of the Property as required by this Agreement ox by City ordinance or policy, notify the City Engineer and request the City Engineer's inspections and written approval of such completed improvements ox portion thereof in accordance with the terms and conditions of this Agreement and all other ordinances of the City that apply to said Propexty. 9. DICFA. Ta 9.1 In the event Owners/Developers, or Owners/Developexs' heirs, successors, assigns, or subsequent owners of the Property or any other pexson acquiring an interest in the Property, fail to faithfully comply with all of the terms and conditions included in this Agreement in connection with the Property, this Agreement may be terminated by the City upon compliance with the requirements of the Zoning Ordi~iance. 9.2 A waiver by City of any default by Owners/Developers of any one or more of the covenants or conditions hereof shall apply solely to the breach and breaches waived and shall not bar any other rights or remedies of City or apply to any subsequent breach of any such or other covenants and conditions. 10. + ~17I + { NT F®I~ + C® ATI®~: City shall record either a memorandum of this Agreement or this Agreement, including all of the Exhibits, at Owners/Developers' cost, and submit pxoof of such recording to Owners /Developers, prior to the third reading of the Meridian Zoning Ordinance in connection with the re-zoning of the Property by the City Council. If for any reason after such recordation, the City Council fails to adopt the ordinance in connection with the annexation and zoning of the Property contemplated Hereby, the City shall execute and record an appropriate instrument of release of this Agreement. 11. ZO G: City shall, following recordation of the duly approved Agreement, enact a valid and binding ordinance zoning the Property as speoifxed herein. 12. 1ul~I~~a This Agreement shall be enforceable in any court of competent jurisdiction by either City or Owners /Developers, or by any successor or successors in title or by the assigns of the parties hereto. Enforcement may be sought by an appropriate action at law or in equity to secure the specific performance of the covenants, agreements, conditions, and obligations contained herein. 12.1 Subject to Sections 6 and 7 of this Agreement, in the event of an uncured material breach of this Agreement, the parties agree that City and OwneislDevelopers shall have thirty (30) days after delivery of notice of said breach to correct the same prior to the non-breaching party's seelcing of auy remedy provided for herein; provided, however, that in DB V~LLVYIYI~L,11T AVl~lii'i1VlGIV I -i~,.A 1 t111CL SBI,t'-STOrcAVE (~ 1G-ol l f ~H.~7B J VF 7 the case of any such default which oannot with diligence be cured within such thirty (30} day period, if the defaulting party sha11 commence to Dore the same within such this°ty (30) day period and thereafter shall prosecute the curing of same with diligence and continuity, then the time allowed to cure such failure may be extended for such period as may be reasonably necessary to complete the During of the same with diligence and continuity. 12.2 In the event the perfox~nance of any covenant to be performed hereunder by either Owners/Developers or City are delayed for causes which are beyond the xeasonable control of the party responsible for such pei~f`ormance, which shall include, without limitation, acts of civil disobedience, strikes or similar causes, the time for• such pexformance shall be extended by the amount of time of such delay. 13. ~ TY~ ®~ PE +® C~: The City may also f'equire surety bonds, irrevocable letters of credit, cash deposits, certified check or negotiable bonds, as allowed under Meridian City Code §i 1eS~C, to insure that installation of the improvements, which the Owner/Developer agrees to provide, if required by the City. 14. CIIT'II'ICE1'~li; ®I+ ®CCT1I' Ch's The Owners/ Developers agrees that no Certificates of Occupancy will be issued until all irnprovernents are completed, unless the City and Owners/ Developers have entered into an addendum agreement stating when the improvements will be completed in a phased developed; and in any event, no Certificates of Occupancy shall be issued in any phase in which the improvements have not been installed, completed, and accepted by the City. 1S. II3E I3Y AZ<,I, CITY' ® Ih1 CE~t That Owners/Developers agree to abide by all ordinances of the City of Meridian and the Property shall be subject to de® annexation if the owner or his assigns, heirs, or successors shall not meet the conditions contained in the Findings of Fact and Conclusions of Law, this Development Agreement, and the Ordinances of the City of Meridian. 16. N®~'I So Any notice desired by the parties and/or required by this Agreement shall be deemed delivered if and when pexsonally delivered or three (3) days after deposit in the United Mates Mail, registered or certified mail, postage prepaid, return receipt requested, addressed as follows: CITY': City Clerk City of Meridian 33 E. Bxoadway Ave. Meridian,lD 83642 with copy to: O~dNER/DEVELOPER B 1, LLC PO Box 1610 Eagle, Idaho 83616 L~ V GLVPlV1GlV 1 AVL~GGIVLGIV 1 - ^ir r~EL ELF-sTORA.GF (~ a4-Ca i j PnvE v OF p City Attorney City of Meridian 33 E. Broadway Avenue Meridian,lD 83642 1.6.1 A party shall have the right to change its address by delivering to the other party a written notification thereof in accordance with the requirements of this section. 17. A'I`T® ~ I•'T+;ES: Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as maybe granted, to court costs and reasonable attorney's .fees as .determined by a Court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination or forfeiture of this Agreement. 18. ~`I1VTE IS ®I+ ~' PJ~S~IVCE® The parties hereto acknowledge and agree that time is strictly of the essence with respect fa each and every term, condition and provision liereof, and that the failure to timely perform any of the obligations hereunder shall constitute a breach of and a default under this Agreement by the other party so failing to perform. 19. BII~I?TNG UP®N SUCCESS s This Agreement shall be binding upon and inure to the benefit of the parties' respective heirs, successors, assigns and personal representatives, including City's corpozate authorities and their successors in office. 'T`his Agreement shall be binding on the Owners/Developers of the Property, each subsequent owner and any other pexson acquiring an interest in the Property. Nothing herein shall in any way prevent sale or alienation of the Property, or portions thereof, except that any sale or alienation shall be subject to the provisions hereof and any successor owner or owners shall be both benefited and bound by the conditions and restrictions herein. expressed. City agrees, upon written request of Owners/Developers, to execute appropriate and recordable evidence of termination of this Agreement if City, in its sole and reasonable discretion, had determined that OwnerslDevelopershcve fully performed their obligations under this Agreement. 20. IN'SrAM3~ PI2®'ErISi®1~1': Tf any provision of this Agreement is held not valid by a court of competent jurisdiction, such provision shall be deemed to be excised from this Agreement and the invalidity thereof shall not affect any of the other provisions contained herein. 21. I+"IN,~I, AG ~ ~ N~'a This Agreement sets forth all promises, inducements, agreements, condition and understandings between Owners/Developers and City relative to the subject matter hereof, and there are no promises, agreements, conditions or understanding, either oral or written, express or implied, between Owners/ Developesr and City, other than as are stated herein. Except as herein otherwise provided, no subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the parties hereto unless reduced to writing and signed by them or their successors in interest or their assigns, and pursuant, with respect to City, to a duly adopted ordinance or resolution of City, DEVELQPMENT AGREEMENT ~-CITADEL SELF-STORAGE (AZ 12-011) PAGE 7 OF 9 21.1 No condition governing the uses and/or conditions governing re-zoning of the subject Property herein provided for can be rnodi~ed or amended without the approval of the City Council after the City has conducted public hearing(s) in accordance with the notice provisions provided for a zoning designation and/or arnendnnent in force at the tine of the proposed amendment. 22. ~ + + ~'T DA ®F 1A~ + ~Ta This Agreement shall be effective on the date the Meridian City Council shall adopt the amendment to the Meridian Zoning Ordinance in connection with the annexation and zoning of the Property and execution. of the Mayor and City Clerk. ACI EI)(s IN WYTNESS WHEREOF, t12e parties have herein executed this agreement and made it effective as hereinabove provided. ~g LLC By~_ ~_:_- CITE.' ®F MlJ 1)~ ~a,. ~ ~y T~"FS~e ~o44~RATeo AUGUST, r9 c ~~ L~~ ~R~~~ ~ i, __ _- Mayor Tammy de Weerd ~; g p $+® ~ r ..- ~ ~~. ~Aif. A.9 tiW ~yTFR°~fhe TREAS~A~~~ Clerk T.1lE'VELUYlYIBPIT L-iItiKEE1V1C1Y1 -L11AllSL SELF°STL~7, R1iUJC tF1G 1z°U11J xAvB o vF ~ STATE OF IDAHO, ) ss County of Ada } On this ~0 ,day of (i(. , 2013, before me, th undersigned, a Notary Public in and for said State, personally a eared laiown or identified to me to be the person who executed the agreement on be alf of B1, I,LC, and acknowledged to me that he executed the same on behalf of said limited liability corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written, STATE OF IDAHO ) ss County of Ada ) Un this ~ day of ~"e-~`(`~U l>`,~~ 2013, before xrze, a Notary Public, personally appeaz°ed Tarzuny de Weerd and Jaycee L` I~olrrzan, know or identihed to me to be the Mayor and Clerk, z°espeotively, of the City of Meridian, who executed the instrunnent of behalf of said City, and acknowledged to me that such City executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. (SEAL) Not Public for Idaha 4 E Residing at• M~'1-~~ o~ l (~ ° Corr~mission expires: a ~ 2 DEVELOPMENT AGREEMENT ~- CITADEL SELP°STORA.GE (AZ 12-fl 11) d c'~i~E p OF 1 Exhibit A -Legal Description '. ~°~ ' s~'' ~ ~ ~ y5 ~q~ ~°l1eq~~al~ ea ~ 1 p+ l ` i ,~ t -'*"i, f~k ,I nav •O+W~ M`~~l`'~1 bd~F.d ~ - i ~ - . ' ;~ ~ a la t ~$ ' ~' j / ~pL ~; t': (} ~~~x1 ?.314N1 F• ts>t~,r'} ~a+g ~g 14~ aSR TrY - ~~~t~ ~S(, ktft°[2'@ ~(', ~Illrl!°Li/;~., iii ~'.'~;:ii~ >t _ t ~t I Y / ~ F4M DTI ~V ~F ~ s Y ~ y ~ ~ c, ~7t~t~n L~ ttbR ~-+~~ ' i~~,i'~yvtta ~~ ~tr~ ~t .. an ~a, ~. ~ ~,, ~ i ~.;'>~ ~,, ~l(y vfi ~ ~«~ ~~ , ~G.°~JtSty. Atlas,' l.tP~C~a~iY`.~ .- (~ r -~ < i ~k~dpf~~ ~{ a i,~.~r~s~c~p m N~ Idt14 ~a~ner ~ ~~ n ~ ~ . ti , ~ `. ty ~ Tti~~pr ofckti ~~'~9'+'~" ~~~ ~t~rt~rtlerii wilh trig north one a~ ~t}y1[~ ~t kits ~Ei1~ ar' ` kioa 3~, ~ its ?bt ~t}a~ f Wit, ~ i ~ : , . ' , ~ , . {. '. 'I~G6 S r ~ ~¢`~4° ~!- ~ ~KxIJ~nR Nrikt~ Ui~ sk n ~r ~tigh$®~vv~r au-i~ ~ ~~ sh ei In ~~vt 4~` ~ ~e 4~d Ad~;~au~ky e~~~d~, ~7~ oa task tp ~ irzur~ ~i~° r ric.~p ~~~ q~sr~; ,~ ~ ~ ' ~h~nc~ N~r9~ ~~'~a~'~~`+~14 ~aknd~~r,;k wJi~ t~~ nrirth,tftt~ ~~~ Ftttt~ . ~u~livi~~n, 6;~~."tae4 ~ tc~d ~ rpaa~lp f~l;>y ~ 9 ~fi6 taxi dt~ s$ C a! paid tkt4 a4 the dd~1/4 of ~~ki~rs ; .'; tt~i~ ~ot~}'p"~p~~7°. ~~~~d c!~nonl ~;-~ era wast,~r~ e~ wa tr~~nf tti®rr~~r~ ~r se~ki~n ~b> ~ a~~ of , ., j.. ..- i ~ : ~ t`tl~V9,:.i , t ~ } ~ c!~3 44 ' s' S.~7 a~r~5 more ~e 1 ;,~ "fi~t~`~r ~~ grid ~ti ' kn'cny~a~i~, r~~s~~it~ end r~icii dfr~ r - '~, ,..•: . ~ - - .~ . ~` - ~ ~ , ,? ~?~2t?i~112Q47:~#Ti4~l~L ~T'OfC~Cf~Ei,'T~t= NC~Ftllt~r~ , a ri~it~nslt2b~7.~~l~FtY h~c'3A~„ik~cac ' ' Citadel Self Storage CITY ®~+ + ,.. I+ DIGS CF+ .F+ACT, CfJ1IC]LUSI®IdTS ®I+' LAW #i I)ItiCISIG~t cos ®Rl)I<;R ~ ~ ~~ ~ ~~ Tn fire 1VLattet• of Annexation Approval of 5.47 Acres front IIUT' in Ada County to the C®C Zoning I)isfrictq Conditional Use Pei°mit Approval to Develop a Self Service Storage Facility; Vat•ianco Approval for art JumeY•geney Access to SfJ[ 20/2 Altet•native Compliance Approval to IDeviafe from the P'ariting 5tandarcis in fire Unified Developtnent Code for Citadel Self Set•vice Storage Facility, Located on the Southwest Cotner of E. Citietden Boulevard (SIi 20/26) and INT. Saguaro I'li11s Way, by B1, LI.C. Case AIo(s). AZ-12-O1.I, CUP-12-016, YA~t-12-003 ~ AI,T®12®007 Fot° the City Council Nearing Dafe ofs December 1fi, 2012 (Findings ott Januat°y 2, 2013) A. Findings of Fact 1. Hearing Facts (see attached Staff Repott'for the Bearing date of December 18, 2012, incorporated by reference) 2. Process Facts (see attached Staff Repot•t for the hearing date of December 18, 2012, incorporated by reference) 3. Application and Property Facts (see attached Staff Report for the hearing date of December 18, 2012, incorporated by reference) 4. Required Findings per the Unified Developtnent Code (see attached Staff Report for the hearing date of December 18, 2012, incorporated by reference} ~. Conclusions of Law 1. The City of Meridian shall exercise fire powers confetTed upon it by the "Local Land Use Planning .Act of 1975," codified at Chapter 65, Title 67, lda3to Code {1:C. §67-6503). 2. The Meridian City Council takes judicial. notice of its Unified Developtxtent Code eoditied at Title 11 Meridian City Code, and all current zoning traps thereof. The City of Meridian has, by ordinance, established thelrrtpacfiArea and the Amended Comprehensive Plan ofthe City of Meridian, which was adopted April 19, 2011, Resolufion No. 11-784 and Maps. 3. The conditions shall be reviewable by the City Council pm•suant to Meridian City Code § 11-SA. 4. Due considetation has been given to the comtnent(s) received fi•om the governmental subdivisions providing services in the City of Meridian planning jurisdiotion. 5. It is found public facilities and services required by the proposed development will not impose expense upon the public if the attached conditions of appt°oval at•e imposed. CITY OF MERILIP.2°7 FINDINGS OF FACT, CONCLUSIONS GF LA`.. A~7T~ DECISION 8t ©ItI?1;R CASE NO(S). AZ•12-011; CUP•-12-01G, VAR~12-003 & ALT-12-007 -1- 6, That rho City lags granted an order of approval in accordance with this Decision, which shall be signed by the Mayor and City Cleric and then a copy sez~ved by the Clerk upon the applicant, tho Planning Depazttnent, the Public Worlcs Department and arty affected patty requesting notice. 7. That this approval is subject to the Conditions of Approval all in the attached Staff Report for the hearing date of December 18, 2012, incorporated by reference. The conditions are concluded to be reasonable and the applicant shall meet such requirements as a condition of approval of the application. C. Decision and Order Pursuant to tlzc City Council's authority as pzrovided in Meridian City Code § 11-SA and based upon the above and foz•egoing Findings of Fact which are herein adopted, it is hereby ordez°ed that: 1. The applicant's request for anzaexation, conditional use permit, variance and alternative compliance is hereby conditionally approved per the conditions of approval in the attached Staff Reportt fox the hearing date of Decembez• 18, 2012, attached as Exhibit A. D. Notice of Applicable Time Limits Notice of Two (2) Year Conditional Use Permit Dm-ation Please tape-notice that the conditional use permit, when granted, shall be valid for a maximum period of two (2) years unless otherwise approved by fhe City. During this time, the applicant shall commence the use as permitted in accozd with the conditions of approval, satisfy the. requirements set forth in the conditions of approval, and acquire building permits and commence consfruction of permanent footings or sh•uctures on or in the ground. For conditional-use permits that also requiz•e platting, the ~nai plat must be signed by the City Engineer within this two (2) year period. Upon written request and filed by the applicant prior to the termination of the period in accoz•d with 11-5B-6.G.1, the Director may authorize a single extension. of the time to commence rite use not to exceed one (1) two (2) year period. Additional time extensions up to t<vo (2) years as determined and approved by the City Council may be granted. With all extensions, the Director or City Council may require the conditional usa comply with the current provisions of Meridian City Code Title 11(UDC 11-SB-6F). Notice of Two (2) Year Development Agreement Duration The development agreement shall be signed by the property owner and returned to the City within two (2) years of the City Council granting annexatiozr and/or rezone (UDC 11-5B-3D). A modificatien to the development agreement may be initiated prior fo signature of the agreement by all parties and/or may be zequested to extend the thne allowed for the agreement to be signed azzd returned to the City if filed pzlar• to the ezzd of the two (2) year approval period (UDC 11®5B-3F). E. Notice of Final Action and Right to Regulatozy Takings Analysis 1. The Applicant is hereby notified that pursuant to zdaho Code b7-8003, denial of a development application entitles the Owner to request a regulatory taping analysis. Such request must be in CITX OF MERIDIAN FINDINGS OF FACT, CONCLUSIONS OF LAW AND DECISION & ORDER CASE NO(S). AZ-12-011; CUP-12-O1G, VAR-12-003 & ALT-12-007 .2_ writing, and must be ~xled with the City Clerk not moi°e than twenty-eight (28) days after the final decision concerning the matter at issue. A request for a regulator~r takings analysis will toll the time period within which a Petition for Judicial Review may be filed. 2. Please talcs notice drat this is a final action of the governing body of the City of Meridian. When applicable and pursuant to Idaho Code § 676521, any affected person being a person who has an interest in real property which may be adversely affected by the final action of the governing board may within twenty-eight (28) days after the date of this decision and order seek a judicial review as provided by Chapter 52, Title 67, Idaho Code. P. Attached: Staff Report for the hearing date of December 18, 2012 CITY Or ivi~,lcIDIAN FINDINGS vF FACT, CvNCLUSIONS OF LA W AivL DECISION & ORDEP~ CASE NO(S). AZ-12-011; CUP-12-01G, VAR-12-003 & ALT-12-007 -3- r ~ By action of the City Council at its z•egular meeting held on the day of 2013. COUNCIL PRESIDENT BRAD IIOAGLUN COUNCIL VICE PRESIDENT CHARLIE ROUNTREE COUNCIL MEMBER DAVID ~AREMBA COUNCIL, MEMBER KEITH BIRD MAYOR TAMMY de WEERD (TIE BREAKER) Mayor Tryfy de Weerd Attest; 'VOTED VOTED VOTED VOTIID _ _. VOTED Gp~ • l 3 ~'~ City of ~A aycee H an, City Clerk ~ '°~"° r~~°j~ne r ne~4~y~ Copy served upon Applicant, The Planr~~g~~ ztxnea~t, Public Works Department and City Attorney. ~° Dated:_~~,~~ _.3-~^ ~ i Cl ~• s, is 1~.1T T' O1T' 1'V~1t1'Lll-1'LV t'21`~D7N~lj ~lt' ~Al. 1 ~ l~..V1~l~.LUSIVNS O!' LH. W 1-llVll U.Gl~1J101V QL VtC~JEK CASE NO(S).. AZ-12-011; CUP-12-016, VAR-12-003 & A).,T612d007 -4. EXHIBIT A STAFF REPORT Hearing Date: December 18, 2012 TO: Mayor and City Council ~~` PROM: Bill Parsons, Associate City Planner .l ~~ ~ ~~ _'~ ~~ (208) 884-553.3 SUB7ECT: AZ-12-O1 1, CUl'-12-016, VAR-12-003, ALT-12-007 -Citadel Self-Storage Facility 1. S RY DESC TIOI~ ~F APPLICANT'S RE~IJEST The applicant, B 1, LLC has applied for annexation (AZ) and conditional use permit (CUP) approval foz• a se11F service storage facility consisting of fouz-teen (14) buildzzzgs on approaiznately five (5) acres in a proposed C-C zozYing district. Additionally, the applicant is seeking a vaziance for an emez•gency access to Chinden Boulevard and alternative compliance to deviate fi~om parking standards in the Unified Development Code (UDC). 2. SU1AR~' RECO 1~I9A~'ION Staff recommends approval of the proposed applications with the conditions listed in Exhibit B, based on the Findings of Fact and Conclusions of Law in Exhibit D. The Ii~ee•idian Planning ~i ~onin~ Cozzxxnission heard these items oeY ~ioyeenlzer 1S, 2012. ~.t the p'eblic heae•in~, flee Commission 'voted to recommend approval of the subiect AZ, CUP and WAR e°ecruests. a. Summaz•y of Commission Public Rearing: i. In favor: ,Ion t~lae•dle, II~h and Odessa I~eldez°, l;d Cat°on, Revecea Pescevic, I~aY°en l)eraziaf Paula Wot°lcland and Fred and Linda Sai-z ii. Im ®~wosition: IDauI Stivideclci and Vincent Cosentino iii. Commezetin~:l~lone iv. `6~r°itfezz testimony: clone y. Siaf£pz•esentin~ application: Sonya Wafters vi. ®thee° staff commentinzy on application: None b. I~ev Issne(s) of Aiscnssion by Commission: i. Additional trees along the south botzndaz•y. ii. Clarification on the building nxatee•ials planned faz• the development. iii. The applicant work with staff on refining the design of the facility in accoY°d ~yith the adopted design standards. c. I~ev Commission Chan .e(s) to Staff Recon'azendation: i. Coznznissiorz modified condition of apui•oval .1.2.1 so that it refee•ences the eoz•rect code SCCtion. d. ®utstaztdin~ Yssae(sl for City Council: i. Emee•~encv access to Chinden Boulvard. Staff is recoYnnYendizzzr appz°oval of the vae~iauce request. CoYnnzeezts from IT12 support. the e'nergency access. RefeY•ence the Fiindin~s in F+ xhibit II fog° specific details of flee recommendation fox• approval. ii. A~deguate sound attenuation be4~veezt the proposed facility and residences along the south boundaYV. lee 1VIee•idian City Council heae'd these items on I)eceenber I8, 201.2. At the public hearitezr, the oetncil anneoved the stbiect .4.~, CUP and VAR reauest. Citadel Self Storage Facility-AZ~ 12.011, CUP-12-O16, VAR-12-003 & ALT-12-007 PAGE 1 EXHIBIT A 3. P120POSl;D NfOTIOI^1' Approval After considering all staff, applicant and public testimony, I move to approve File Numbers AZ-12~- O1 1, CTJP• 12-016, VAR-12-003 and ALT-12-007 (optional) as presented in staff report for the hearing date of December 18, 2012 with the following modifications: (Add any proposed modifications.) Denial After considering all staff, applicant and public testimony, I move to deny File Numbers AZ-12-011, CUI'-12-016, VAR-12-003 and ALT-12-007 (optional) during the hearing date of December 18, 2012 for the following ieasons: (You should state specific reason(s) for denial.) Continuance I move to continue File Numbers AZ-12-011, CUP-12.016, VAR:12-003 and ALT-12-007 (optional) to the hearing date of (insert conthiued hearing date here) for the following reason(s): (You should state speei~c reason(s) for continuance.} 4. APPI.ICATIO~I A PItOP1JItTY I~ ACTS a. Site Address/Location: The site is located on the southwest corner of Chinden Boulevard and N. Saguaro ~Ii1is 'VVay in the NW t/ of the NE'/d of Section 30, T.4N., R.lE. b. Owner/Applicant; B1, LLC PO Box 1610 Eagle, ID 8361b c. Representative: ron Wardle, Conger Management Group (336-5355) d. Applicant's Request: Please see applicant's narrative for this information. 5. PII;OCICSS FA.CT~ a. The subject application is for annexation, conditional use permit and a variance. A public hearing is required befoY•e the Planning & Zoning Commission -and City Council on this matter, consistent with Meridian City Code Title 11, Chapter 5. b. Newspaper notifications published on; October 29, and November 12, 2012 (Commission); Citadel Self"StoragcFacility -AZ-12-011, CUR12-016, VAR-12-003 & ALT-12-007 PAGE 2 E~IIIBIT A Novembep• 26, and Decernber 10, 2012 (City Council) e. Radius notices mailed to properties within 300 feet on: October 26, 2012 (Commission}; I~ovembex• 21, 2012 (City Council) d. Applicant posted notice on site by: Novernber S, 2012 (Commission); Jl3eeenaber 3.2012 (City Council G. L USI; a. Existing Land Use(s): The subject site is vacant land; zoned RUT in Ada County. b. Description of Character of Surrounding Area and Adjacent Land Uses and Zoning: There is an existing church to the west and county subdivision to the north. The property to the east is developed with a comrnereial building and single-family r°esidential homes. To the south ar°e single family homes as well. 1. North: Castlebury Subdivision, zoned R 1 (Ada County) 2. East: Ilighto~er Subdivision, zoned C-C and R-1 S 3. South: Hightower Subdivision, zoned R S 4. West: Church, zoned RUT (Ada County) c. History of Pxevious Actions: NA d. Utilities: 1. Public Worlcs: Location of sewer: N Saguaro Hills Ave Location of water: N Saguaro Hills Ave and B Boulder Bar St Issues or concerns: Secondary Water Comrection or looped water system is needed. e. Physical Features: 1. Canals/Ditclres Ixxigation: No major facilities. A small ditch is located along the western boundary which will be tiled with the development of tho property. 2. Hazards: Staff is not aware of any hazards that exist on the property. 3. Flood Plain: NA 4. Topography: NA 7. C® R~HEI~1S ~ PL~I PtiLTCIl;S tYOALS The subject property is designated Mixed Use Community (1VIU-C) on the Comprehensive Plan Future Land Use IVrap. There is a Neighborhood Center (NC} overlay designated on the plan, for the MUeC area. The applicant is proposing a single use for the property; horvever• a mix of uses (residential and commercial) has developed in the area that supports the single use for this property. To the east are developed and undeveloped commercial lots and townhome lots and to the south is developed residential property. The mixed use designation encourages compatibility betweeri all of the uses. Design characteristics, among others, encourage compatible development patterns, character and appearances. Citadel Self Storage Facility - AZ-12-011, CUP-12-016, VAR 12-00.3 & ALT-12-007 PAGES EXHIBIT ~4 The proposed storage facility is an ideal use to buffer the single homes from the Highway 20/26. The proposed use is not typical of an intense comnmercial development which generates large volumes of fraffic. Staff is of the opinion this use could fit into the fabric of the surrounding mixed use coanmunity however several items need to be addressed to ensure the property develops in a fashion consistent with the comprehensive plan. The requested C-C zoning district is an appropriate zone for fhe Mined-use Community designation of the p~°opot•ry. Staff finds the following Comprehensive Plan poLcies to be applicable to this property and apply to the proposed development (staff analysis in italics): ~ Encourage and promote the preservation and expansion of Chinden Boulevard (US 20/26), by ITD (Chapter 3, pg. 48). The applicant has coordinated with 1TD ora the pr•eservatiora of right of way (ROW) along the Claindera corridor. The total ROW needed for this segrraent of corridor is 140 feet. The subr~titted playas depict the 30 feet of additional ROW regarested by XTD which is a r•econrmended DevelopmeratAgreemerat (DA) as requested by ITD. ~ Require appropriate landscape and buffers along transportation corridors (setback, vegetation, low walls, berms, etc.) (Chapter 3, pg. S4). The subjectpropertyabuu Chiradera Boadevarcl ora the north. The UDC requires a rninimtnaa 3.5 foot landscape bt~er• adjacent to dais r°oadway. Said batffer~ nnrst be landscaped ira accord with UDC 11®3B-7 C The submitted landscape depicts a 35 foot wide landscape buffer. The applicant is also proposing to landscape the ITD ROW to provide additional laradscaptrag along Chirulera Boulevard. Tliis requires appr^ovaX fi•ortt ITD and a license agr•eenrent for said inapr•overraents. A 20 footvvide landscape street buffer is r•equir•ed to be constrttctedalongN. Sagtrar•o.~Iills Way. A por°tiora of the site is rant adjacent to the collector street however required landscape baker ea:ists because it ~~as installed with tlae developrnerat of the Hightower Sarbdivisiora. The applicant is responsible, for instullirag said buffer ira accord with tlae standards listed in UDC 11.38.7C along the southeast corner of the property. ® Plan for a variety of eotntnercial and retail opportututies within the Impact .Area (Chapter 3, pg. 5l). This rn'ea of Meridinr? is lacking aself-service storage facility. ® Protect existing residential properties from incompatible land use development on adjacent parcels (Chapter 3; pg. 5.3} .4 G foot vinyl fence exists -along the southern boundary of'tlae proposed development 3~~hich was installed with tlae residential subdivision. The rIDC requires a ~s foot wr•de landscape buffer betiveera C-C zonedproper•ty arad residential uses. The applicant believes a 10 foot wide landscape baker provides enaargh separation behveen the storage facility arad the existrrag laonres given the lotiv impacts associated with this type of use. The applicant lags provided ara exhibit that demonstrates the views of tlae adjacent residences ira relation to the proposed storage facility. Tlae applicant coraterads that the metal structure, although 470 linear feet in length, is under 9 feet and hill be screened adequately Willa landscaping arad the existing 6 foot tall fence, ~1Ztlaough dais is considered a ZoN~ impact corauner°cial use, st~rff is of the opinion additional bt fferirag and a rrrore aesthetic bzrildirrg design is needed to ensure compatibility with the adjacent residential uses. Citadel Seif Storage Facility - AZ-12011, CtJP~~12.O1G, VAR-12003 & AI,T-12-007 PAGE 4 ELI I~13IT ~1 ® Require screening and landscape buffexs on all development requests that are more intense than adjacent residential properties (C'hapter 3, pg. 53). The applicant is i'egzzesting a GC zone with the subject mznexation request. As mentioned above, the UDC requires a 25 foot wide landscape bz ffer• between C-C zoned property arad residential zrses. The speck zrse star7dm^d aXlolt~s this buffer to be r'edueed to 10 feet in width if the building is to serve as the sound attenuation wall. Based orr testivzorzy fr'onz adjacent residents, the operational aspects of the storage units and the additional trees r'econmaerrded for the bz~er, staff'is of'the opinion the 25 foot wide bz ffer° Wray be reduced ® Require neighborhood and community commercial areas to create a site design compatible with surrounding uses (Chapter 3, pg. 52). The City lzas adopted a design rrzanual to address Compatibility bett~~eerr land zrses, The applicant is proposing a corrunercial development adjacent to a residential subdivision. Specifrcally, the applicant is proposing to develop the site rt~ith Thirteen (13) storage building acrd one nice building.' The Meridian Design Manual acrd the UDC emphasizes a mix of materials andvariati-ons irr r°oofplanes alongpztblic spaces arzdptrblic streets, The applicant has dome arr adegzrate job with addressing the street facing elevations. However, along the southern boundarl, the applicant is proposing q70 linear feet of continuous metal str'zrcture that provides no modulation in the wall plane or variation in the rooflirze. Because a portion of this building is visible, fi'ona tl~e adjacent residences, staff is of the opinion the applicant should modulate the rearfacade arrdprovide variation irz the roof plane in accord it~ith the lt'Ieridiarz Design Manual and t11e UDC. Further, the design standaras in the UDC restrict the zise of metal siding as a pr'irrzary building material. The appliearrt needs to provide additional rrraterials on the west facade as tivell. These corzcer°ns can be addressed through Adr~rinistr'ative Design Review if the proposed applications are approved ® Maintauz integrity of neighborhoods to preserve values and ambiance of ar°eas (Chapter 3, pg. 52). If the applicant corrzlilies with the design guidelines ozrtlined in the Meridian Design 1t~Iarzual, UDC design starrdcrrds and speck use starrdar'ds, staff is of the opinion the proposed trse ,shoarldprotect the integrity of the neighborhood. ® Restrict private curb cuts and access points on collectors and arterial stl'eets (Chapter 3, pg. S4) O»e access point has beery provided fi'orn the adjacent collector road (N. ,Saguaro Hills Drive). Because the specifrc use standards require a second access to the storage facility, the applicant has submitted a variance to obtain access fr•onr Chirrderr Boulevard The secondary access point is pr°edicated on approval fr°a»z Council arrd.ITD. Staff is of the opinion that the proposed use is generally consistent with the Comprehensive Plan and is generally compatible with the existing and future surrounding uses based on the analysis above. S. Il(FI)ED 1)~'~~,~2~1l~hIT C®1DE A. Purpose Statement of zone: The purpose of the commercial districts is to provide for• the retail and service needs of the community in accordance with the Meridian comprehensive plan. Six (6) districts are designated which differ in the size and scale of commercial sf[uctures accommodated in the. dish•ict, the scale and mix of allowed commercial uses, and The location of the district in proximity to sheets and highways. Citadel Self Storage Facility-A2.12~ 011, CUP-12-016, VAR-12-00.3 & ALT-12-007 PAGES EXHIBIT A B. Schedule of Use: Unified Developrrient Code (UDC) Table 11-28-2 lists the principal permitted, accessory, conditional, and prohibited uses i_tx the C-C zoning district. The proposed self-service storage facility requires conditional use permit (CUP) approval in the C-C.zoning district. Compliance with the specific use standards listed in UDC 11-4-3-34 for the use is also required. C. Dimensional Standards: Development of the site shall comply with the dimensional standards listed in UDC 11-2B-3 for the GC zoning district. D. Landscaping 1. UAC I k-3B-8C r°egulates the parking lot standards of the development code (see section 9 below for further analysis). 2. UDC 11-3B-9C regulates the landscape buffers adjacent to residential land uses (see section 9 below for further analysis). 3. Width of street buffer(s): 35 feet along Chinden Boulevard; and 20 feet along N. Saguaro Hills Way. E. Off Street Parking: UDC 11-3C-bB requires 1 space for every 500 square feet of gross floox° area; a total of 81,892 square foot of building area is proposed. Based on this amount, k64 parking stalls would he required; tluee (3) are proposed (see section 9 below for further analysis). F. Self-Service Uses: UDC 11~3A-16 lists the specific requirements for self service uses (see section 9 below for further analysis). 9. AIVAI,YS)IS a. Analysis of Facts Leading to Staff Recommendation: AZ: The applicant has applied to annex and zone 5.47 acres of land wifh a C-C zoning dishict. The requested zoning is consistent with the MU-C Land use designation. The legal description submitted with the application (included in Exhibit C) shows the boundaries of the pr°operty pr°oposed to be annexed. ~`~Jk': The UDC defines conditional use permit as a ttse that, owing to some special charactex•istics attendant to its operation or itrstatlation is allowed in the district subject to the approval of the Planning and Zoning Commission. Recognizing that a conditional use is an allowed use, the purpose ofthis conditional use permit is to impose specific use standards required for the proposed development to ensure it is compatible with the surrounding single family residential development. Based on the comprehensive plan analysis in Section 7 and the px'oxixnity of the use in relation to the single homes on the south boundary, Staff is of the opinion that additional landscaping and design modifications are necessary to ensure capability with the . adjacent single family (see analysis below). Building .Elevations: The building elevations submitted with this application-are included as Exhibit A.4. The renderings the applicant submitted with the application demonsh•ate how the site will be viewed fiom the public sheets and the adjacent properties. All sheet facing walls are proposed to be constructed of masonry block. The office building will be•consh•ucted of stucco. The west and south elevations are to be long expansions of metal buildings with no relief kn roof and/or wail planes. Although the UDC design standards only require modulation in the wall planes along public spaces and sheets, other standards restrict the use of metal siding as an accent rnatel•kal and the buildings must vary roof planes. Further, the Meridian Design Manual guidelines encourage articulated building forms to break up blarxlc wall segments,. massing and roofs (Section C. 2.3 Building Form). The applicant is required to comply with the design standards in accord Citadel Self Storage Facility-AZ®12-011, CUP-12-016, VAR-12-003 & ALT-12-007 PAGE 6 EXHIBIT A with UDC 11-3A-19 and demonstrate compliance with the guidelines in the Meridian Design Manual. I)inrensional Standards: There are no setback requirements in the C-C zoning disiz•ict. However, where lanndscape buffers are required, buildings must be setback at least the width of the required buffer. UDC 11--2B-•3 tequites a 35-foot wide buffer along Chinden Boulevard and a 20-foot wide landscape buffer is required adjacent to N. Saguaz°o Hills Way. Said buffers are required to be installed irr accord with UDC 11-3B-7C. The applicant wishes to utilize tl~e watez° wise concepts outlined in UDC l l -3B-S.'Staff is supportive of the concept and supports the request adjacent to Chinden Boulevard and N. Saguaro Hills Way. This request mast be approved duough alternative compliance. Per UDC 11-4-3-34G; a 10-foot wide landscape buffet, instead of the 25-foot normally required, between land uses Wray be allowed adjacent to the residential uses along the south property boundary with construction of a sound attenuation wall. An existing 6•foot fall vinyl fence is consh•ucted along the north boundary of the residential homes that abut this property. The applicant's proposal does not include a sound attenuation wall along the southern boundary. The applicant contends the perimeter building, the existing 6-foot Brice and the proposed 10-foot wide landscape buffer act as adequate sound buffering from the residences. While the UDC does not provide a definition of a sound attention wall, the 10-foot buffer, the 20-foot deep storage units which will be filled with stored materials separates the rear yards of the residences from the internal drive aisles. In addition, the applicant has provided justification of why they believe it is sufficient and has provided letters fiom the majority of the home owners that support the use and the reduced buffer. The applicant has also provided an exhibit that depicts the relationship between the residential use and proposed stoxage facility (see Exhibit A.2). Additionally, the Iandscape buffer adjacent to residential use requires denser landscape buffer to be planted with a mix of plant materials. All of the trees shall result in a barrier that allows the trees to touch at matrnity. The UDC allows for a reduction in the number of trees (1 per 35 linear feet) if a fence or wall is provided, In this case, there is an existing 6-•foot tall fence constructed with the Hightower Subdivision. Said buffer must be constructed in accord with UliC i i-3rs-9C. Staff r°ecommends the applicant provide a denser buffer which includes a tnix of planting materials and trees that touch at maturity. Based on the evidence submitted by the applicant and the written testimony, the applicant may ask for the reduced buffer width. Site Plan: The applicant submitted a CUP application and a site plan, prepared by JDE, dated 10/09/12, labeled as Site Plan 0.0. The site plan depiots 13 new storage unit stt•uctures (labeled A- M), a 610 square .foot office building and associated site improvements on 5 aoi'es of land. The total square footage of the proposed st~•uctur•es is approximately 81,892 square feet, totaling 476 enclosed storage units. Per UDC-1128-2, self-service stoz•age facilities require CUP approval in the proposed C-C zoning district subject to specific use standards, As noted above, staff is recornznending changes to the submitted plans. As mentioned earlier, this property does not front entirely on N. Saguaro Hills Way. With the development of the Hightower Subdivision, a 6-foot vinyl fence and a portion of the requited landscape buffer was constructed. The applicant is proposing a decor°ative block facade along the east side of the rroadway. Since the east facade is more prominent that a 6-foot vinyl fence, staff recommends the applicant coordinate with the Hightower HOA for the removal of the fence.. S®lf Ser°vice ~toragc Facilities: Fer UDC 11-4-3-34, there ar°e Specific Use Standards that apply to the proposed use of the property as follows: Citadel Self Storage Facility--AZ-12-o1 1, CUP-12-016, VAIt-12-003 & ALT-12-007 PAGE 7 E~~XBIT A A. Stot•age units and/or areas shall not be used as dwellings or as a commercial or indushial place of business. The manufacture or sale of azay item by a tenant froze oz• at a self service storage facility is specifically prohibited. The applicant rrrETSt corrrpXy with this t•egttiter~Tent. B. On-site auctions of unclaimed items by the storage facility ownezs shall be allowed as a Temporary use in actor°d with Section 11-3E temporary use requirements ofthis Title. The applicant must corrrply with this regvirerrreTrt. C, Tlie distance between structures shall be a minimum of twenty-five feet (25'). All of the prooposed stoT•age btrildiTrgs rTreet or' exceed the zS foot distance r•equir•errTeT~t. D. The storage facility shall be completely fenced, walled, or enclosed and screened fiom public view. where abutting a residential district oi° public woad, chain-link shall not be allowed as fencing material. The applicant Iras designed tdJe site so the perinreteT' storage buildings screeTr the facility from public vrely Staff believes the applicant cor~rplies with this T•equirenrerat. Fur•ther• design requirenrerrts are reconrnaerrded for the peT°inreteT° bztildiTrgs along the iq~est aTrd south botrndaTy E. If abutting a residential distrtict, the facility hours of public operation shall be limited to 6;00 a.m. to 11:00 p.m. T%PC COI1dIP70)ES Of appYDVar 4VirI Ye(~tllre tliRf the ope7'atiorP Of the storage facility shad/ be di>7titerl to flee afoYehaeattoatetl dYOtEYS. F. No sh•ueture, facility, drive lane, liarlcing area, nor shall loading atea be located adjacent to a residential district without a sound attenuation wall. See analysis above.. ts. If the applicant provides a sattnd attenuation wall, landscaping buffers may be reduced to ten feet (10')• As nreTrtioTred earlier, the per•inteter btrildirrgs tit~ill act as a sound atterruatiorr wall. The applicant has provided s~cieTrt evidence to aslr for the 10 foot landscape buffer. H. If the use is unattended, the standards in accord with Section 11-3A-16 self service uses ofthis Title shall also apply. (See startdcrrds• fYOrti UI~C Il -3A-.16 below). r mt__ r_-'ia... _~__n ~---'- - ---- '- -~----- r--- ----- - ------ -------- .nr-- -----Y'----' r. r.rze -acuzey snazz nave a secozid zineazis oz access ror emeTgeric.y puzpeses. lee upprrcuru is proposing a second naear~s of access froTTT ChiTTdera BotrlevaT•cl• Appr•onaX of the • secoTrdaty access is predicated orr Cotrrrcil gT•antiTrg approval of the variance. J. All outdoor storage of material shall be maintained in an orderly manner so as not to create a public nuisance, Materials shall not be stored within the regnit•ed yards. Stored items shall not block sidewallcs or parking areas and may not impede vehicular or pedestrian h•affic. Outdoor' storage is Trot pT°oposed for this site- The applicant shall comply with this requirenTerrt. All items irrzrst be stored u>ithirT rnT eTTClosed storage unit. K. The site shall not be used as vehicle wrecking or junkyard as herein defined. Tire appliccnt shall comply with this r•egttiret~TeTTt. L. For any use requiring the storage of fuel or hazardous material, the use shall be located a minimum of one thousand feet (1,000') from a hospital. The applicant is T?otproposiTrg to store airy hazardous material oTT the site. The applicant shall comply i~~ith this regEflT'BTJreT1t. Self-Service Uses: The proposed use of the property is for a self service storage facility. UDC 11~3A-16 requites all unattended self-service uses to comply with the following requirements: A. Entrance or view of the self service facility shall be open to the public stt•eet or to adjoining businesses and shall have low-impact security lighting. Citadel Self Storage Facility-AZ-12-011, CUP-12-016, VAR-]2-003 & ALT-12-007 PAGE 3 EXHIBIT A B. Financial transaction areas shall be oriented to and visible from an area that receives a high volume of traffic, such as a collector or arterial street. N/~. 77zis f•egarir•e»:eut is mof•e appropriate fof• banlrs with drive through services. C. Landscape shz°ubbery shall be 1united to no more titan three feet (3') in height between entrances grid financial transaction areas and the public sheet. N/A The applicant shall eonrpl}a ivitli the above t•ec~uis•er~7errts. Access: Access to this site is provided from a collector road along the easterxt property boundary. Development Aiong State highways (UDC 11-3161 ~): The UDC requu•es specific standards for developments along state highways. This property abuts Highway 20/26 and is subject to these regulations. Staff has addressed the pertinent standards as they relate to this project: 1) Access ira~•ianee request: The applicant has submitted a variance for an emergency access to Chinden Boulevard. The UDC zequhes the closure of existing approaches if the use of the property intensifies. Although the applicant is intensifying the use, the previous use was a landscape business that operated with a fitll access to Chinden Boulevard. The applicant's request further restricts access to Chinden Boulevard (see findings in Exhibit D). Because cross access cannot be coordinated at this time with the church to tl;e west and additional access is not provide from the collector street due to conflicts with existing landscaping, drainage and close proximity fo the intersection, the only viable second means of access is from Chinden Boulevard. A baclcage road was provided with the development of the Hightower Subdivision. 1TD has also provided comments ort the application that supports the emergency access to Chinden Boulevard. Since the proposed access to Chinden Boulevard is emergency access only, staff is supportive of the variance (see findings in Exhibit D). 2) The UDC requires the construction of a 10-foot pathway adjacent to highway 20/26. On the submitted plans the applicant has provided the required pathway in accord with the UDC. 3) The UDC also requires the applicant to set aside the necessary right-of-way for° TID. The ITD corridor plan requires-140-$ of right•-of-way, or 70-ft of z°ight-of-way on each side of the centerline. The current highway plans identify only 40-ft of right-of--way abutting the applicant's parcel. ITD requests that the City of Meridian require the dedication of an additiona130-ft of right of way abutting the subject parcel. Landscaping: Staff has reviewed the Iandscape plan (prepared by Breclcon Land Design, dated 10/24/12, labeled as Sheet LI.1, included as Exhibit A.3) submitted with this application. The following items should to be shown on a revised landscape plan submitted with the Certix"rcafe of Zoning Compliance application: ® Construct a 35- foot wide landscape buffer adjacent to Chinden Botrlevat•d in accord with UDC I l-3Be7C or• seek alternative eornpliance to develop- the buffer with the water conserving concepts in accord with UDC 11m3B-.S. ® Construct the 20-foot wide landscape buffer adjacent to N. Saguaro Hills '4Vay in accord with UDC I 1-3B-7C or° seek alternative compliance to develop the buffex with the water conserving concepts in accor°d with UDC I1-3B-5. I'arlting: Per• UDC 11-3C-6B, in commercial districts, one off-street parking space is required. per 500 square feet of gross floor area. Based on the total square footage of structures on the site Citadel Self Storage Facility -AZ•12.011, CUP-12-016,'VAIi-12-003 &ALT-126007 PAGE 9 EXHIBIT A (81,892 s.f.), 164 parking stalls are required; 3 spaces az•e proposed on the submitted site plan. Additionally, per UDC 11-3G6G, one bicycle parking space is zequired to be provided for every 25 vehicle spaces, in compliance with the standards listed in UDC 11-3C-5C. Because this is a unique use that doesn't really fzt with the pazlcing standards contained in the UDC, the applicant has requested alternative compliance in accordance with UDC 11-SB-5. Please see the alternative compliance section below for further analysis. Alternative Compliance: The applicant has requested alternative compliance to deviate from the parking requirements outlined hi the parking analysis above. Currently, the UDC requires rho applicant pzovlde 164 off-street parkizlg spaces. The applicant is requesting that the parking ratio for the proposed development be calculated based on the office squat°e footage (60S square feet), Based on the operational characteristics (law traffic generation and hours of operation) foz• this type of facility and the storage buildings are not ocottpied buildings; Staff believes that three (3) pazlcing spaces is adequate for the facility (see alternative compliance findings in Exhibit D). Cez•tiiicate of honing Compliance (CZC): A CZC application is requued to be submitted, pzior to issuance of building permits, foz any structure proposed with this application. The site and landscape plan submitted with the C2C shall be revised to eoznply with the conditions of approval listed in Exhibit B of this report or as amended by the Commission-and shall be submitted prior to establishment of the rzew use. Design JEleview: The applicant is requited to obtain appzoval of aDesign Review application foz the pzopased structures and site design, This application maybe submitted concurrently with the CZC application. The applicant must cornply with the design standards listed in UDC 11=3A-19 and the guidelines contained in the Meridian Design Manual. Staff recommends appzoval of the proposed AZ, CUP and VAR with the conditions listed in Exhibit B. xo. ~ zx~s A. Drawings 1. Vicinity Map 2. Site Plan 3. Landscape Plan 4. Elevations B. Conditions of Approval 1. Planning Department 2. Public Works Department 3. Fire Department 4. Police Depar•traent S. Parks Department G. Republic Services 7. Ada County Highway Dzstrict C. Legal Description and Exhibit Ivlap D. Required Findings from Unified Development Code Citadel Self StorageFaeility-AZ-12.Oll; CUP-12-016, VAR-12-003 & ALT=12-007 PAGE 10 E~HIBTT A A. Drawings 1. Vicinity. Map ' tee. ~..z~_. ~,,, , ~, ~~ %/, ~ ~ „ ,~ ~~ RU i ~li~dild ~hj ~~; ~ - ----- y' i i c . 1 ~~ l ', Rz ~~ - ~ G >~~ ~ ~ L1 ~i~~ ~ ~- l1 -. .;:- ~ - - ,~~a~ 5~) C' RUT R-2 - -- j n..~..._ _ ..,®_m., o - ~R[ I LL eg a5 -. -. ~u - T ~I~I - l_I-ESa j ° Citadel Self StorageFaciliry-•AZ-12-011, CUP~12-016, VAR-12-003 & ALT~12-007 PAGE 11 EXHTI3IT A 2. Site Plan } ~ ~_ ~~~ - - ~f~ ~~~ ~, _ _ ~ F ~ .. ~ _ -~. y • ~ y~Yyrp a ~ _ ~ ~ l\ ~~ ~ ` l~ a~a~~g b - 4Gg 4+. v~eg4 ~ - __~. ~ ~ s tl ~~~~ _ i 1' y~e ./. ~:~a Att ^-.-ems sr ~>®~ ~ . i ~ ----- - - - ~_' _ ~ _ „~~, ~,~ ~~ ~ ~ ~ ~ ~l ~ f'%l j ' ccn IldfilA F 1y~s ~~u~ EwH _ 1vi4o ~~1~~~~~ ~ariuscewe eurtert Citadel Self 5torageFacility-AZ~12-Oll, CUP-12-016, 'VAR-12-003 & ALT-12-007 PAGE 12 EXHIBIT A 3. Landscape Plan ~~ ~ _.~_" ~~ = 1i~1_i1'~i'i~'l~!1~ JIII 1~'i~III_~,~ i~I - = 1 ~ .; ~ - f ~ I 1 ~ - ~_ E~ ~~-_ - •. ~- ~-1 E~. D 0 /~ ~~ ~ , , t ,. lf~(T~~I~?Ijr~~ /'Fi 1~f~0 ~~ht~N ~~xsw.~..w~o ~_~ ~ ~, ~«,~«a,a ~n..~ _~ ~~~ #. ~..... = ~~, pmt p~py ®. ~~. C Z• 1 b dJ.! d.A p tJ ~~ e..i ~d Y_.__.___a. MERIAIAN, ID scan: r.3o•-0' frontia ,'h, Citadel Self Storage Facltity -AZ-12.011, CUP~12-O1G, VAR-12-003 &.AX.T-12-007 PAGE 13 EXHIBIT A 4. Elevations Citadel Self Storage Facility -AZ-12-011, CUP-12-016, VAR-12.003 & ALT-12-007 PAGE 14 EX~tBZT .A Citadel Self Storage Facility-AZ-12-011, CUP~12-016, VAIt-12-003 & Al:x-12007 PAGE 15 Exr~rBZT ~ B, Conditions of Approval 1. PLA.IVNTNG DEPAI2TMI;N'7f 1.1.1 A Development Agreement (DA) is required as a provision of annexation of this property.l'rior to the annexation ordinance approval, a DA shall be entered into between the City of Meridian, the property owner(s) at the time of annexation ordinance adoption, and the developer. The Applicant shall contact the City Attol•ney's Office to initiate this process. The DA shall be signed by the property owner and returned to the city within two (2) years of the City Council granting annexation. Currently, a fee of $303.00 shall be paid by the applioant to the City Clerk's office prior to commencement of the DA. The DA shall, at minimum, incorporate the following provisions: A. Future development ofthe site shall be consistent with the design standards in UDC 11-3A-19 and the guidelines in the Meridian Design Manual, B. The ITD cozridor plan requires 140-ft of tight-of way, or 70-ft of right-of way on each side of the centerline• The cun•ent highway plans identify only 40-ft ofright-of-way abutting the applicant's parcel. The applicant shall dedicate the additiona1.30-ft of right-of way abutting the subject parcel. C, The applicant shall close the existing full access to Chinden Boulevard and may construct an emergency access to Chinden Boulevard in the general location depicted on the site plan subject to 1TD approval and City Council approval of a variance. D The use ofthi~roper•ty shall be r°estr•icted to the self-service storage facility anvroved by CUP-12-016, unless modified by City Conne.~l at a public hearine,, 1.2 bite Specilac Conditions of Approval 1.2.1 Comply with all bulk, use, and development standards of the C-C zoning districts listed in UDC Table 11-2-B-3. 1.2.2 The site plan, prepared JDE, dated 10/09/12, is approved, with the conditions listed herein. The applicant shall revise the site plan as follows; Comply with ttie. bicycle panting requirements stated in UDC 11-3C-6G and UDC 11-~ 3C-5C. ® Provide a S-foot wide pedestrian connection from the 5-foot wide perimeter sidewalk along N. Saguaro Hills Way and the proposed. office building. ® The applicant shall coordinate removal of the 6-foot vinyl fence along N. Saguaro Hills Way with the Hightower Homeowner's Association. 1.2.3 The landscape plan, prepared by Breclcon Land Design, dated 10/24/12, shall be revised as follows; ® Construct a 35-foot wide landscape buffer, adjacent to Chinden Boulevard or seek alternative compliance to develop the buffer with the water conserving concepts in accord with UDC 11-38-5. Construct a portion of the 20-foot wide landscape btif~'er adjacent to N. Saguaro Hills Way in accord with UDC 11-3B-7C or seek alternative compliance to develop the buffer with the water conserving concepts in accord with UDC 11-.38-5. ® Conshuct a 10-foot wide landscape buffer adjacent to the south boundary in accord with UDC 11®313-9C. At a minimum, the required buffer area shall result in a barr~ior that Citadel Self Storage Facility- AZ-12-011, CUP-12-01G, vATZn12.003 & ALT-12-007 PAGE 16 EXIIISIT A. allows the trees to touch at the time of maturity and include a mix. of shrubs, lawn or other vegetative ground cover. 1.2.4 Development of the site shall comply with the specific use standards listed in UDC 11-4-3-34 "Storage Facility, Self Service;" and the standards for unattended self-sewice uses listed in UDC 11~3A-16. 1.2.5 The perimeter metal buildings along the south and west boundary are not approved and must comply with the design sfandards in accord with the UDC and the Meridian Design Manual. The north and east perimeter buildings and the office building shall generally comply with the elevations shown in Exhibit A,4. 1.2.6 The applicant shall submit a Certificate of Zoning Compliance application with revised plans that comply with the conditions of approval listed het•ein, prior to establishment of the new use. 1.2.7 AlI required improvements must be complete priox to obtaining a Cer•tiftcate of Occupancy. for the proposed development. A temporary Certificate of Occupancy may be obtained by providing surety to the City hi the form of a letter of credit or cash in the amount of 110% of the cost of the required improvements (including paving, striping, -landscaping, and irrigation). A bid' must accompany any request for temporary occupancy. 1.2.8 Provide fetnporaty fencing around the pet•irneter of the building sites to contain debris during construction and shall be installed around the site prior to release of building permits. 1.2.9 Provide a pressurized iri°igation system consistent with the standards as sot forth in UDC 11-3A- 1S, UDC 11-3B-G and MCC 9-L-28. 1.2.10 The applicant shall comply with the outdoor lighting standards shown in UDC l l-3A-11. Low impact security lighting shall be provided on the site in accord with UDC 11-3A-11 and the standards listed in l l -3A-16A. 1.2.11 Per UDC 11-SB-SB2, the Direotor (at the applicant's request) approved the altertlative compliance regarding the parking standards set forth in UDC 11-3C-6B. 1.2.12 Staff's failure to cite specific ordinance provisions does not relieve the applicant of responsibility for compliance: 1.2.13 The applicant shall have a tnaximmn of two (2) years to eomtnence the use as permitted in accord with the conditions of approval listed above. if the rrse has not begun within two (2) Srears of approval, a time extension may be requested in accord with UDC 11~SB-6F prior to expirafiion. If a time extension is not requested or granted and the CUP expires, a new conditional use permit must be obtained. 1.2.14 Comply with the provisions for irrigation ditches, laterals, canals andlor drainage courses, as set forth in UDC 11e:3Ap6. 1.2.15 Construct amulti-use pathway consistent with UDC 11-3fI-4C~4. The applicant shall have an ongoing obligation to maintain all pathways. 1.2.16 Install all utilities consistenrt with the standards as set forth in UDC 11-3A-21 and 11-3B-5J. 1.2.1'7 Pt•ior to Certificate of Occupancy, a public pedestrian casement for the multi-use pathway along Chinden Boulevard shall be submitted to the Planning Division of the Community Development Department, approved by the City Council and recorded. 1.2.18 The facility shall operate between the bouts of 6;00 a.m. to 11:00 p,m. 2. Pi.)1BLIC ~®RTCS DEPARTIi~IEI~I'I` 2.1 Sanitaty sewer service to this development is being proposed via extension of mains that are Citadel Self Storage Facility ~- AZ-12-011, CUP-12-016, VAR 12-003 & ALT-12-00'7 PAGE 17 EXHIBIT A constructed in N Saguaro Hills Ave. Minimum cover over sewer mains is three feet, if cover from top of pipe to sub-grade is less Phan three feet Phan alternate materials shall be used irz conformance of City of Meridian Public Worlcs Departments Standard Speeifieatioirs. 2.2 Water service to this site shall be via extension ofmains in N Saguaro Hills Ave and E Boulder Bar St; coordinate main size and routing with Public Works. 2.3 The applicant shall provide a 20-foot easement for all public water/sewer mains outside of public right of way (include all water services and hydrants). 2.4 The City of Meridian requires that pressurized irrigation systems be supplied by ayear-round source ofwater (UDC l 1-3A-6). The applicant should be tequized to use any existing surface or well water for the primary source. If a surface or well source is not available, asingle-point connection to the culinary water system shall be required. 2.5 Street signs are to be in place, water system shall be approved and activated, fencing installed, drainage lots constructed, and the road base approved, prior to applying for building permits. 2.G All development improvements, including but not limited to sewer, water, fencing, micro •paths, pressurized urigation and landscaping shall be installed and approved prior to obtaining certificates of occztpancy. 2.7 Applicant shall be required to pay Public Worlcs development plan. review, and construction inspection fees, as determined during the plan review process, prioz• to issuance of building permits. 2.8 Compaction test results shall be submitted to the Meridian Building Department for° all building pads receiving engineered backtill, where footing would sit atop fill material. 3. il+t~ ~EPA)itTMENT 3.1 Finai Approval of the fire hydrant locations shall be by the Meridian 1~'ire Department. a. Fire Hydrants shall have the 4'/z" outlet face the main sheet or parking lot aisle. b. The Fire hydrant shall not face a sheet which does not have addresses on it. c. Fire hydrant markers shall be provided per Public Works specifications. d. Fire Hydrants shall be placed on corners when spacing permits. e. Fire hydrants shall not have any veztieal obshtlctions to outlets within 10': f. Fire 11yc#rants shall be place 18" above finish grade. g. Fue hydrants shall be provided to meet the requirements of the IFC Section 509.5. h. Show all proposed or existing hydrants for ail uew consh•tiction or additions to existing buildings within -1,000 feet of the project. 3.2 Any roadway greater° than 150 feet in length that is not provided with an outlet shall be required to have an approved turn around. Phasing of the project may require a temporary approved ttdrn around on streets greater than 150' in length with zao outlet. 3..3 All common driveways shall be str°aight or have a turning radius of 28' inside and 48' outside and shall have a clear driving surface which is 20' wide and support an imposed weight of 75,000 GV W. 3.4 Operational fire hydrants, temporary or permanent sheet signs, and access roads with an all weather surface ar•e requn•ed to be installed before combustible const°uction maternal is brought onto the site, as set forth in International Fire Code Section (lFC) 501.4 and Meridian amendment to IFC 10-4-2J. 3.5 Acceptance of the water supply for fn•e protection will be by the Meridian Fire .Department and water quality by the Meridian Water Depaztment for bacteiYa testing. Citadel Self Storage Facility-AZ-12-011, Ct7P-1?.-016, VAR-12-00.3 & ALT-12-007 PAGE 18 EXHIBIT A 3.6 All entrances, internal roads, drive aisles, and alleys shah have a turning radius of 28' inside and 48' outside, per International F$e Code Section 503.2.4. 3.7 All aspects of the building systems (including exiting systems), pzbcesses & stoz•age practices shall be required to comply with the International Fite Code. No hazardous materials are allowed to be stored on the site. 3.8 Where a porrion of the facility or building hereafte-• conshucted or moved into or within the jurisdiction is more than 400 feet {122 tn) from a hydrant on a fire apparatus access z•oad, as measured by an approved route around the exterior of the facility or building, on-site fire hydrants and mains shall be provided.where required by the code official, For buildings equipped thoughout with an approved automatic sprinkler system installed in accordance with Section 903.3.1.1 or 903.3.1.2 the distance requitement shall be 600 feet (183). a. For Group R 3 and Group IJ occupancies, the distance requirement shall be 600 feet (183 zn): b. For buildings equipped throughout with an approved automatic sprinkler system installed in accordance with Section 903.3.1.1 or 903.3.1.2, the distance requirement shall be 600 feet (183 m). 3.9 All electric gates at•e required to be 20' in width and equipped with a Krzoxbox key switch as set forth in International Fite Code Section 503.6. & National Fire Protection Standard 1141, Section 5.3.17..3: .3.10 This project will be required to pzovide a 20' wide swing or tolling emergency access gate as set forth in International Fire Code Sections 503.5 and 503.6. The gate shall be equipped with a I~ttoxbox padlock which has to be ordered tluu the Meridian-Fire Department; All gates at the enhance to fire lanes shall be located a minimum of 30 feet fiom the roadway and shall open awry from the roadway, unless other provisions are made for safe personnel operations as set forth in National Fire Protection Standard 1141, Section 5.3.17. 3.11 Pz•ivate Alleys and Fire Lanes shall have a 20' wide improved suz~ace capable of supporting an imposed load of 75,000 lbs. All roadways shall be marked in accordance with Appendix D SectionD10.3.6 Signs. .3.12 Ensure that all yet undeveloped parcels are maintained free of combustible vegetation as set forth in International Fire Code Section 3U4.1.2. 3.13 Fire lanes, streets, and structures (including the canopy height of mature pees) shall have a ver•Eical clearance of 13'6 as set forth in International Fire Cade Section 50.3.2.1. 3.14 Provide a Knox box entry system for the complex prior to occupat7cy as set forth in International Fiue Code Section 506. .3.15 C®Nl1V1~12CIAi4 Alm YJST I, -Buildings or facilities having a gross building area of more fhan 62,000 square feet (5760 m2) shall be provided with two separate and approved fire apparatus access roads separated by one half of the maximum overall diagonal dimension of the property or area to be served, measured iii a straight Line between accesses as set forth in International Fire Cade Appendix D104.2. a. ~xceptlotx: Projects havuzg a gross building area of tip to 124,000 square feet (11520 m2} that have a single approved fire apps-'atus access road and all buildings are equipped throughout with approved automatic sprinkler systems. (Remoteness Required) 3.16 All hydrants constructed within the interior of the facility shall be p-•otected by bollards. 4. Poz,><C~ 1!~EPAI2TMElVT Citadel Self Storage Facility -AZ~ 12 ~ 011, CUP-12-016, VAR-12-003 & ALT 12-007 PAGE 19 EXHIB>:T A 4.1 The Police Department has no concerns related to the site design submitted with this application. 5. PARIS DEPAR'rML1VT 5,1 Construct amulti-use pathway consistent with standards in UDC I I-3~-4C. 6. REPUBLIC SER'VICEs 6.I The applicant shall submit a scaled site plan stamped approved by Republic Services verifying compliance with Republic Service's requirements with the CZC application. 7. AbA CoU1v7cY z~I~IIwAy ])ISTRIC9C 7.1 Trr response to your request for comment, the Ada County k~[ighway District (ACRD) staff has reviewed the submitted application and site plan for the item referenced above. It has been determined that ACi-TD has no site-speei~c conditions of approval for this application; however, the applicant shall be requn•ed Yo submit plans for impact fee review and assessment. 7.2 The applicant shall be required to meet all ofthe ACRD Standard Conditions ofApproval as well as all ACUD Policies and requirements that may apply as noted below. Citadel Self Storage Facility--AZ-12-011, CUP-12-016, VAR-12-003 & ALT~t2-007 PAGE 20 EXHIBIT A C, Legal Desclipticn and Exhibit Map . ~~ , '~~ ~ i~+Ae~OU~ji 1~.rri~ ;at-~ryeytrt~, Ll®G_ . `1t.~f U a~ 1+. t~~~i} ?~i,;71?„%,l l f?') t' (d~~?} d rte ~I t Lti ''`' -'M~)-~, p+,'. t/~~Yl;Y it•, 1'.in;n+:t:t, :Y,%;};.4i~; ~' , ~ `~ _ • . prtrat70r t3, 2Q12 . Arinextatidn t.¢~al perscri~iivcs . ,', 1j;~~lcnf Af ~c~ssi~ Ic+rcittrti ftttiY~ t`~S~d~/~ of ttYr~ N~1~~ crr a~cNckn £til, 7", d N., F~ 9 ~ ,13 M., ~Ity cYf Merir~iasi, ftcia i.`~QUr;ty. Irl~ihcy;,s}yt,tia:p~'rR?t;ul~+rl+(~1s~atiiit~rd ras talib~~ .. t3r~f~9tilfVtN~-itt ~ I«iiriiJ,krrtxss%~ip -1t~tt;~n0 ttr~ ~! ttA cDenet cr a~cticsY ;ln; , Tli~!Y{~: ~uu~f3 ~~J'~~'~l~' ~aa-,t, VsSir;cis~erit tarilh ttr~ norkh ifn~ of saki IdV~'ttd of thy: N~1t~ bf SE3Cf'tgrl 3t1; ~ distance . ~+f 6U56d dept;, - ' tpanz;o finut~'Q~'~4' ~~r~st s~stsiw3tf~nt Stith tl~~~xaci lwt:i~ci;.zey flf Ilfgft(urver Subdivi~ian a~'iitiawn gt~fi(~ in ,. .. , Hr~a'~,~~7' dY ~'~3~ta; ~ss% 1?'~~9 '!2~'9~1, >~i~1~ C;nur5ly R+3cgrds, R72.~0 fact to a faslntl `318° [~~~r/dap P~ ~ 1157~a; ,, ,. ' ~ trerr'gs`Djgrist ~~ ~3~'6Q° -Nes( ccincir~~'stl with tfi~ ngrftr tlna or aaic# t•tightowtrt SUbcliVi9lgn. 6f13.F3l3`f~ut to a rtsuntl ,f~!'b,° rtu'i?~t7`r~~f ~?iR~ ~~1f+fa ~]ii~t}t~s +rv~sf link r3rr~tsiti f•!~'J1%1 a}f tha Nf'114 of uatiorti moo, ' + `('lrasGd Norlit~p°34 ~7~ 1=,a,~, t r~incirl~nl avitl3 ~tt[ca var•st Una ar tits NWt/~ cf lh(~ N~11d oP ~ct~ttt}n 3~; r~ dlstan~a~ of ff€~~.p~ tit i~ ih~ ~,p~~a~ ~r~ ~~Rt~~~~l~~. . ~ Tii~ lifiliv~.;c(~~~113~ p~ra~i C!,rntdn~'~,dG? acres mee~ oe lcas.. • 1 ~ tit~e~tijpr uS~t(ts~~,nd 5lsbjo4t t~q<;ovr:rtasi(s, ~~sernps7ts and restrfcriolYS ~f reward. . '~ . y ~ /!.~ ~"' . ~,. ~. ~ ~ ~~~ ~ ` ~2tr. ~.ntd fJ~i~ hp q ~ • ~~r~+, - ^e=. :- _ `_i~C'i,)1,`~,11,?.~~7°GITAT~f~~:.~'f`(yfiAGG1r,;i'~/j~C;L,`i'tJPf)-~NtS~tYtE~rawinp~iDcscriptinn~t1Z047~Nt7RY . t.FC~A~.,tf~~:: ~ ' ~' °.#'^1'' ~ R Citadel Self Storage Paciliry-AZ-12-011, CUP-12016, VAR-12-003 & ALT-12-007 PAGE 20 EXHIBIT ~ Citadel Self Storage Tacility-AZ~12.O1 I, CUP~12.016, VAR• 12-003 & ALT~12.007 PAGE 21 EXHIBIT A D. Required Findings from Unified Development Code 1. Annexation Findings: Upon recommendation f-°orn the Commission, the Council shall ~-alce a k'uIl investigation and sI-all, at the public I-cax°ing, review the application. Zn oz•dex• to grant an annexation and/or rezone, tI-e Council shall make the following finc;iingst a. The map amendment complies witia the applicable px•ovisions of the Comprehensive Plan; The Council finds the proposed rezone to C-C is consistent with the proposed MCT-C futuz•e land use designation. b. The map atnendarxent complies with the -°egulations outlined for the proposed district, specifically the purpose statement; The Council finds that the proposed map amendment to C-C zonizzg district is consistent with the purpose statement of the commezcial districts. c. The map amendment shall not be materially detx~mental to the public health, safety, and ~vclfaz°e; The Council fnzds that the proposed zoning amendment will not be deft°imental to the public health, safety, or welfare if the applicant complies with conditions outlined in this report. Howevex•, the Commission recommends that the Council consider any oral oi• written testimony that may be pzovided when determining this finding. d. The map amendment shall rzot zesult in an advex°se impact .upon tl-e delivery of services by any political subdivision pa•ovidit-g public services .within the City including, but axot limited to, school districts; and,- The Council finds that the proposed zoning amendment will not result in any adverse impact upozx the delivery of services by any political subdivision providing services to this site. e. The annexation is in the hest of interest of the City (C1DC 11®SB-3.E). The Council finds the proposed annexation of this site is in the best interest of the City based on the information contained in the staff report. Conditional Use Permit Findings: The Commission and Council shall x•evierv the particular facts and cix°cuumstanees o#' each proposed conditional rase ix- terms of the following, and may approve a conditional use permit if they shall end evidence pr•eserrted at the heax°ing(s) is adequate to establish: a. That the site is large eazough to accommodate tlxe proposed use and meet all the dimensional and developrrrent regulations in tlxe district in xvhich the use is located, The Council fords that if the site is designed according to the conditions of approval in Exhibit B, the site will be large enough to aceornrnodate the proposed use and meet the dimensional and development regulations of the C-C zoning district and self service storage facility specific use standards if the submitted plans ace amended in accord with the conditions of approval in Exhibit B of the staff report. b. That the proposed tree will be laaranoniorts with the liileridiaar Comprehensive Plarr ar-d in accox°d °cvith tI-e requirements of this Title. Citadel Self Storage Facility -AZ-12-011,CUP-I2-O1G, VAR-12-003 & AL'1=12•-007 PAGE 22 Exx1B1T a The Council finds that the proposed self service storage facility in the proposed C-C zone meets the objectives of the Comprehensive Plan. .c. That the design, consfruction, operation axxd maintenance will be compatible with other uses in the general neighborhood end with the existing oli• intended character of the general vicinity and that such use will not adversely change the essential character of the same areas The Council finds that the proposed self-service storage facility is compatible with other uses in the general area and will not adversely change the character of the area if the applicant provides additional landscaping and design modifrcations as conditioned in Exhitait B of the staff report. d. Tlrat the proposed use, if' it complies with all conditions of the approoval imposed, will not adversely affect other' property in the vicinity. ..The Council finds that the proposed development should not adversely affect other property in the vicinity if the applicant complies with all conditions of approval listed in Exhibit B of this staff report and constructs alI improvements and operates the use in accordance with the UDC standards. e. That the proposed use will be served adequately by essential public facilities and services such as Ttighrvays, streets, schools, parks, police and frre protectioaA, drainage structux•es, refuse disposal, water°, and sewver. The Council finds that saritary sewer, domestic water and irrigation can be made available to the subject property. Please refer to comments prepared by the Public ~`Jorlcs Department, Fire Department and other agencies. f. That the proposed use will not create excessive addifionaI costs for public facilities and services and will not be detrimental to the ecorrotnie welfare of the community. The Council fords that the applicant will pay to extend the sanitary sewer and water mains into the site. No additional capital facility costs are expected fr•orn the City. The applicant and/or future property owners will be requited to pay highway impact fees. g> That the proposed use •tvili xtot involve activities or processes, materials, equipment and conditions of operation that will be detrimental to any persons, proper°ty ox• the general `velfare by a•eason of excessive production of traffic, noise, smoke, fumes, glare or odors. The Council finds that the proposed development will not involve uses that will create nuisances that would be dehirnental to the general welfare of the surz'ounding area. The Council r•ecog-iizes the fact that traffic and noise witI irrcrease with the approval of this development; however, the Council does not believe that the amount generated will be detrimental to the general welfare of the public. h. That rho propased use will not result in the destructaon, loss or darn~ago of a natural, scenic or historic feature considered to be of major importance. The Council finds that the proposed development will not result itr the destruction, loss or damage of any natural feature(s) of major irnpoxtance. The Commission xecomrnends that the Council reference any public testimony that may be presented to determine whether Citadel Sel# StoiageFacility -AZ-12.Oll, CUP-12-016, VAR~12-003 & ALT,12-007 PAGE 23 EXHIBIT A or not the proposed development may destroy or damage a natural or scenic feature(s) of major importance of which the Commission and staff are unaware, 3 • Variance Findings: ~'he City Couzzcil shall apply the standards listed in Idaho Code 67-6510 and all the findings listed in Section 11-513®4:1<; of the UDC to revie`v the variance >iegztest. In order to grant a variance, fbe Council shall nzal~e the foltotiving findizrgst A. 'I.'he variance shall not grazzt a tight oz• special privilege that is not othez•wise allowed izz the district: Council finds granting the emergency access to Chinden Boulevard as proposed by the applicant does not grant a special privilege as other pr•oper°ties along Chinden-Boulevard. The previous use of the site was a nursery and had full access to Chinden Boulevard. The proposed access will only be utilized as an emergency access thus restricting access fi•orn Chinden Boulevard. The main access to the proposal facility will be from N° Saguaro Hills Way, a collector street. B. T'he variance relieves an undue hardship because of characteristics of the site; Council finds granting the approval of the variance relieves an undue hardship based on the following factors: 1) only one curb cut exist fiotn N. Saguaro Hills Way° An existing landscape buffer, subsurface drainage area and close proximity to the intersection preclude a second access from said street; 2) because this needs to be a secured facility and screened from abutting properties, Dross access to the church property along the west botmdaty is not feasible; 3) existing residences abut the south boundary and additional street connections have not been provided to the property and; 4) the specific use standards require that a second means of access for emergency purposes be provided, C. The vat.lance shall not be detrimental to the public health; safety, and welfare. Council finds granting the emergency access to Chinden Boulevard would not be detrimental to the public health, safety and welfare of the community because the proposed access will only be used if deemed necessary by emergency personrzel.lT'D and the Fire Department have indicated they support the emergency access point. 4. Alternative Compliance Findings: Itz order to grazzt approval foz° alternative compliance, the drrectoz• shall detez•znine the following findings: 1. Strict adlzez°ence or applicatioxz of the z•egrzirements is not feasible; 4It Staff finds that shict adherence to the parking standards is not feasible given the operational characteristics of this type of use. 2. Tire altezzzative coznpliazzce provides an equal oz° supez•ioz° means foz° meetizrg the requirements; and Staff finds the alternative compliance does provide an equal means for meeting the City's parking standards. The parking ratio for the facility is based on the size of the proposed Citadel Self'Storage Facility-AZ-I2-011, CllP-I2-016, VAR-12-003 & ALT-12-007 PAGE 24 EXHIBIT A office building based on the operational characteristics of the storage facility use. 'fhns the director finds three (.3} parking stalls is adequate to serve the site, 3. The alternative means will not be materially cleta•imeutal to the public ~velfatc or impair the intended uses and charactet° of the surrounding properties. Staff finds fihat the proposed alternative will not be detrimental to the public welfare or impair the use/character of the surounding properties. Citadel Self Stozage Facility- AZ-12-O1 1, CUP-12•-016, VAR-12.003 & ALT•-12.007 PAGE 25 r d~~~;i~,~ ~ u~ iy un it tin February 5, 20 ~ K A 1 1 I1°EM °TITLE: Developr~ii~~i~,~greement for Tradewinds Subdivision by SDN, LLC Located at Southeast Corner of E. Victory Road and S. Locust Grove Road Request: Annexation c~~id Zoning of 10.42 Acres of Land to the R-8 Zoning District MEETING N®TS Community IterrlC~~esentations Presenter Contact Info./Notes t':~~~I~KS OFFICE FINAL ACTION DATE: E-MAILED TO SENT TO SENT TO NOTES INITIALS STAFF AGENCY /APPLICANT ADA COUNTY RECORDER Christopher D• Rich AMOUNT ,00 12 BOISE IDAHO 02!07113 10;2D AM DEPUTY Bonnie0berbillig III I~ I~~ Illl~lll~IIIIIII~~ ~~ RECORDED-REQUEST OF I 11)11 Meridian City 11."k11 ~#~=1~=_~ DEVELOPMENT AGREEMENT PARTIES: 1. City of Meridian 2. Glacier Bank, Owner 3. Don Newell, SDN, LLC, Developer THIS DEVELOPMENT AGREEMENT (this Agreement), is made and entered into this 3`r'` day of 2013, by and between City of Meridian, a municipal corporation of the State of Idah ,hereafter called CITY, and Glacier Bank, whose address is PO Box 1059, Coeur D'Alene, ID 83816, hereinafter called OWNER, and Don Newell, SDN, LLC, whose address is PO Box 1939, Eagle, ID 83616 hereinafter called DEVELOPER. 1. RECITALS: 1.1 WHEREAS, Owner is the sole owner, in law and/or equity, of certain tract of land in the County of Ada, State of Idaho, described in Exhibit A for each owner, which is attached hereto and by this reference incorporated herein as if set forth in full, herein after referred to as the Property; and 1.2 WHEREAS, LC. § 67-6511A, Idaho Code, provides that cities may, by ordinance, require or permit as a condition of re-zoning that the Owner and/or Developer make a written commitment concerning the use or development of the subject Property; and 1.3 WHEREAS, City has exercised its statutory authority by the enactment of Ordinance 11-SB-3, which authorizes development agreements upon the annexation and/or re-zoning of land; and 1.4 WHEREAS, Owner and/ar• Developer have submitted an application for annexation of the Property described in Exhibit A, and has requested a designation of R-8 (Medium Density Residential District), (Municipal Code of the City of Meridian); and 1.5 WHEREAS, Owner and/or Developer made representations at the public hearings both before the Meridian Planning & Zoning Commission and before the Meridian City Council, as to how the subject Property will be developed and what improvements will be made; and DEVELOPMENT AGREEMENT - TRADEWINDS SUBDIVISION (AZ 12-012) PAGE 1 OF 10 1.6 WHEREAS, record of the proceedings for the requested annexation and zoning designation of the subject Property held before the Planning & Zoning Commission, and subsequently befol•e the City Council, include responses of government subdivisions providing services within the City of Meridian planning jurisdiction, and received further testimony and comment; and 1.7 WHEREAS, City Council, the 2ND day of January, 2013, has approved the Findings of Fact and Conclusions of Law as set forth in Exhibit B, which are attached hereto and by this reference incorporated herein as if set forth in full, hereinafter referred to as (the Findings); and 1.8 WHEREAS, the Findings require the Owner and/or Developer to enter into a development agreement before the City Council takes final action on annexation and zoning designation; and 1.9 OWNER and/or DEVELOPER deems it to be in their best interest to be able to enter into this Agreement and acknowledges that this Agreement was entered into voluntarily and at their urging and requests; and 1..10 WHEREAS, City requires the Owner and/or Developer to enter into a development agreement for the purpose of ensuring that the Property is developed and the subsequent use of the Property is in accordance with the terms and conditions of this development agreement, herein being established as a result of evidence received by the City in the proceedings for zoning designation from government subdivisions providing services within the planning jurisdiction and from affected property owners and to ensure re-zoning designation is in accordance with the amended Comprehensive Plan of the City of Meridian adopted on April 19, 2011, Resolution No l 1-784, and the Zoning and Development Ordinances codified in Meridian Unified Development Code, Title 11. NOW, THEREFORE, in consideration of the covenants and conditions set forth herein, the parties agree as follows: 2. INCORPORATION OF RECITALS: That the above recitals are contractual and binding and are incorporated herein as if set forth in full. 3. DEFINITIONS: For all purposes of this Agreement the following words, terms, and phrases herein contained in this section shall be defined and interpreted as herein provided for, unless the clear context of the presentation of the same requires otherwise: 3.1 CITY: means and refers to the City of Meridian, a party to this Agreement, which is a municipal Corporation and government subdivision of the state DEVELOPMENT AGREEMENT - TRADEWINDS SUBDIVISION (AZ 12-012) PacE 2 OF 10 of Idaho, organized and existing by virtue of law of the State of Idaho, whose address is 33 East Broadway Avenue, Meridian, Idaho 83642. 3.2 OWNER: means and refers to Glacier Bank, whose address is PO Box 1059, Coeur D' Alene, ID 83816, the party that owns said Property and shall include any subsequent owner(s) of the Property. 3.3 DEVELOPER: means and refers to Don Newell, SDN, LLC, whose address is PO Box 1939, Eagle, ID 83616, the party that is developing said Property and shall include any subsequent developer(s) of the Property. 3.4 PROPERTY: means and refers to that certain parcel(s) of Property located in the County of Ada, City of Meridian as described in Exhibit A describing the parcels to be annexed as R-8 (Medium Density Residential District), and attached hereto and by this reference incorporated herein as if set forth at length. 4. USES PERMITTED BY THIS AGREEMENT: 4.1 The uses allowed pursuant to this Agreement are only those uses allowed under City's Zoning Ordinance codified at Meridian Unified Development Code. 4.2 No change in the uses specified in this Agreement shall be allowed without modification of this Agreement. 5. CONDITIONS GOVERNING DEVELOPMENT OF SUBJECT PROPERTY: 5.1 Owner and/or Developer shall develop the Property in accordance with the following special conditions: a. Future development of the site shall substantially comply with the preliminary plat, landscape plan, and conceptual building elevations included in Exhibit C. b. Across-access/ingress-egress easement is required to be granted to the adjoining property to the south owned by the City of Meridian (Parcel #S 1129223550) in accord with UDC 11-3A-3A, Access to Streets. 6. COMPLIANCE PERIOD/CONSENT TO REZONE: This Agreement and the commitments contained herein shall be terminated, and the zoning designation reversed, upon an uncured material default of the Owner and/or Developer or Owner's and/or Developer's heirs, successors, assigns, to comply with Section 5 entitled "Conditions Governing Development of Subject Property" of this agreement within two years of the date this Agreement is effective, and DEVELOPMENT AGREEMENT - TRADEWINDS SUBDIVISION (AZ 12-012) PAGE 3 OF 10 after the City has complied with the notice and hearing procedures as outlined in Idaho Code § 67- 6509, or any subsequent amendments or recodifications thereof. 7. DEFAULT/CONSENT TO DE-ANNEXATION AND REVERSAL OF ZONING DESIGNATION: 7.1 Acts of Default. Either party's failure to faithfully comply with all of the terms and conditions included in this Agreement shall constitute default under this Agreement. 7.2 Notice and Cure Period. In the event of Owner and/or Developer's default of this Agreement, Owner and/or Developer shall have thirty (30) days from receipt of written notice from City to initiate commencement of action to correct the breach and cure the default, which action must be prosecuted with diligence and completed within one hundred eighty (180) days; provided, however, that in the case of any such default that cannot with diligence be cured within such one hundred eighty (180) day period, then the time allowed to cure such failure may be extended for such period as may be necessary to complete the curing of the same with diligence and continuity. 7.3 Remedies. In the event of default by Owner and/or Developer that is not cured after notice as described in Section 7.2, Owner and/or Developer shall be deemed to have consented to modification of this Agreement and de-annexation and reversal of the zoning designations described herein, solely against the offending portion of Property and upon City's compliance with all applicable laws, ordinances and rules, including any applicable provisions of Idaho Code §§ 67-6509 and 67-6511. Owner and/or Developer reserve all rights to contest whether a default has occurred. This Agreement shall be enforceable in the Fourth Judicial District Court in Ada County by either the City or Owner and/or Developer, or by any successor or successors in title or by the assigns of the parties hereto. Enforcement may be sought by an appropriate action at law or in equity to secure the specific performance of the covenants, agreements, conditions, and obligations contained herein. 7.4 Delay. In the event the performance of any covenant to be performed hereunder by either Owner and/or Developer or City is delayed for causes that are beyond the reasonable control of the party responsible for such performance, which shall include, without limitation, acts of civil disobedience, strikes or similar causes, the time for such performance shall be extended by the amount of time of such delay. 7.5 Waiver. A waiver by City of any default by Owner and/or Developer of any one or more of the covenants or conditions hereof shall apply solely to DEVELOPMENT AGREEMENT - TRADEWINDS SUBDIVISION (AZ 12-012) PAGE 4 OF 10 the default and defaults waived and shall neither bar any other rights or 1emedies of City nor apply to any subsequent default of any such or other covenants and conditions. 8. INSPECTION: Owner and/or Developer shall, immediately upon completion of any portion or the entirety of said development of the Property as required by this Agreement or by City ordinance or policy, notify the City Engineer and request the City Engineer's inspections and written approval of such completed improvements or portion thereof in accordance with the terms and conditions of this Agreement and all other ordinances of the City that apply to said Property. 9. DEFAULT: 9.1 In the event Owner and/or Developer, or Owner's and/or Developer's heirs, successors, assigns, or subsequent owners of the Property or any other person acquiring an interest in the Property, fail to faithfully comply with all of the terms and conditions included in this Agreement in connection with the Property, this Agreement may be terminated by the City upon compliance with the requirements of the Zoning Ordinance. 9.2 A waiver by City of any default by Owner and/or Developer of any one or more of the covenants or conditions hereof shall apply solely to the breach and breaches waived and shall not bar any other rights or remedies of City or apply to any subsequent breach of any such or other covenants and conditions. 10. REQUIREMENT FOR RECORDATION: City shall record either a memorandum of this Agreement or this Agreement, including all of the Exhibits, at Owner's and/or Developer's cost, and submit proof of such recording to Owner and/or Developer, prior to the third reading of the Meridian Zoning Ordinance in connection with the re-zoning of the Property by the City Council. If for any reason after such recordation, the City Council fails to adopt the ordinance in connection with the annexation and zoning of the Property contemplated hereby, the City shall execute and record an appropriate instrument of release of this Agreement. 11. ZONING: City shall, following recordation of the duly approved Agreement, enact a valid and binding ordinance zoning the Property as specified herein. 12. REMEDIES: This Agreement shall be enforceable in any court of competent jurisdiction by either City or Owner and/or Developer, or by any successor or successors in title or by the assigns of the parties hereto. Enforcement maybe sought by an appropriate action at law or in equity to secure the specific performance of the covenants, agreements, conditions, and obligations contained herein. 12.1 Subject to Sections 6 and 7 of this Agreement, in the event of an uncured material breach of this Agreement, the parties agree that City and Owner DEVELOPMENT AGREEMENT- TRADEWINDS SUBDIVISION (AZ 12-012) PAGE 5 OF 10 and/or Developer shall have thirty (30) days after delivery of notice of said breach to correct the same prior to the non-breaching party's seeking of any remedy provided for herein; provided, however, that in the case of any such default which cannot with diligence be cured within such thirty (30) day pet•iod, if the defaulting patty shall commence to cure the same within such thirty (30) day period and thereafter shall prosecute the curing of same with diligence and continuity, then the time allowed to cure such failure maybe extended for such period as may be reasonably necessary to complete the curing of the same with diligence and continuity. 12.2 In the event the performance of any covenant to be performed hereunder by either Owner and/or Developer or City is delayed for causes which are beyond the reasonable control of the party responsible for such performance, which shall include, without limitation, acts of civil disobedience, strikes or similar causes, the time for such performance shall be extended by the amount of time of such delay. 13. SURETY OF PERFORMANCE: The City may also require surety bonds, irrevocable letters of credit, cash deposits, certified check or negotiable bonds, as allowed under Meridian City Code ~ 11-5-C, to insure that installation of the improvements, which the Owner andlor Developer agrees to provide, if required by the City. 14. CERTIFICATE OF OCCUPANCY: The Owner and/or Developer agrees that no Certificates of Occupancy will be issued until all improvements are completed, unless the City and Developer and/or Owner has entered into an addendum agreement stating when the improvements will be completed in a phased developed; and in any event, no Certificates of Occupancy shall be issued in any phase in which the improvements have not been installed, completed, and accepted by the City. 15. ABIDE BY ALL CITY ORDINANCES: That Owner and/or Developer agree to abide by all ordinances of the City of Meridian and the Property shall be subj ect to de-annexation if the owner or his assigns, heirs, or successors shall not meet the conditions contained in the Findings of Fact and Conclusions of Law, this Development Agreement, and the Ordinances of the City of Meridian. 16. NOTICES: Any notice desired by the parties and/or required by this Agreement shall be deemed delivered if and when personally delivered or three (3) days after deposit in the United States Mail, registered or certified mail, postage prepaid, return receipt requested, addressed as follows: CITY: City Clerk OWNER: Glacier Bank City of Meridian PO Box 1059 33 E. Broadway Ave. Coeur D' Alene, Idaho 83816 Meridian, Idaho 83642 DEVELOPMENT AGREEMENT - TRADEWINDS SUBDIVISION (AZ 12-012) PAGE 6 OF 10 DEVELOPER: Don Newell, SDN, LLC PO Box 1939 Eagle, ID 83616 with copy to: City Attorney City of Meridian 33 E. Broadway Avenue Meridian, ID 83642 16.1 A party shall have the right to change its address by delivering to the other party a written notification thereof in accordance with the requirements of this section. 17. ATTORNEY FEES: Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted, to court costs and reasonable attorney's fees as determined by a Court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination or forfeiture of this Agreement. 18. TIME IS OF THE ESSENCE: The parties hereto acknowledge and agree that time is strictly of the essence with respect to each and every term, condition and provision hereof, and that the failure to timely perform any of the obligations hereunder shall constitute a breach of and a default under this Agreement by the other party so failing to perform. 19. BINDING UPON SUCCESSORS: This Agreement shall be binding upon and inure to the benefit of the parties' respective heirs, successors, assigns and personal representatives, including City's corporate authorities and their successors in office. This Agreement shall be binding on the Owner and/or Developer of the Property, each subsequent owner and any other person acquiring an interest in the Property. Nothing herein shall in any way prevent sale or alienation of the Property, or portions thereof, except that any sale or alienation shall be subj ect to the provisions hereof and any successor owner or owners shall be both benefited and bound by the conditions and restrictions herein expressed. City agrees, upon written request of Owner/Developer, to execute appropriate and recordable evidence of termination of this Agreement if City, in its sole and reasonable discretion, had determined that Owner and/or Developer has fully performed its obligations under this Agreement. 20. INVALID PROVISION: If any provision of this Agreement is held not valid by a court of competent jurisdiction, such provision shall be deemed to be excised fiom this Agreement and the invalidity thereof shall not affect any of the other provisions contained herein. 21. FINAL AGREEMENT: This Agreement sets forth all promises, inducements, agreements, condition and understandings between Owner and/or Developer and City relative to DEVELOPMENT AGREEMENT - TRADEWINDS SUBDIVISION (AZ 12-012) PacE 7 OF 10 the subject n~attex hereef, and there are no promises, agreements, conditions or understanding, either oral or written, express or implied, between Qwnex and/az Z7eve14per azzd City, other than as ire stated herein. i;xcept as herein otherwise provided, no sufzsequent alteration, arnendxnent, change or addition to this Agreezxzent shall be bindizxg upon floe parties hereto unless zeduced to writiz~zg az~d si~»ed by them ar their successors in interest or their assigns, and pursuant, with. aspect to City, t~ a duly adopted ordinance or resolution of City. 21.1 1~o condition goveza~azzg the uses and/or conditions gaverriin~ re-zoning of the subject ~'z;aperty herein provided for can be modified or amended without the approval of the City Council after the City has conducted puhiic heariu~g(s) itx accordance with the notice provisions provided far a zoning designation andlor amendment in force at the tune of the proposed azrzexzdzxaent. 22. EFFECTIVE DATE OF AIsREEMEI~TT: This Agreement shall be effective on the date the Meridian City Council shall adapt the amendment to the IVleridian,~aning Ordiutance in connection with the annexatiam and zc~zjl>~g ofthe P"xoperty aid e.cecution oftlae Mayor and City Clerl~. ACHIVOWLEDGMENTS ~N WzTN~SS W~1E12.EQb', the parties have herein executed this agreement and zxz~de it effecti~'e as bereinabove provided. OWNER.: DEV~ ~LAI~TE1tt T3A1~ ~DN, ~~ r ~ ~y~ Richard Brittain, SUP/5AA Dy'Don~Teweli CITY OF MERIDIAN AT'T'EST: ~O`L1-y i~v,, ~.VUS~ ~ 1 19 ~ ~ ` City of ~ ~~~TDI Mayor Tatnmy'de Weerd , ° A ~i-~ ~,~: _~ ~ `~,`~,F, ~~y~i% Halrrian, City Clerk r~~v~.x,a~~r~r~.~r~~n~mA M~~v ~rv~szo~r(.az zz-oiz~ riRax $ o~ ro S~'ATE OF Ip~~Q, ) . ss bounty of A.da ) On this day of 4 ~-~~, ~.~ $~ 2Q1~, befgxe zxze, the undersigned, a I~'otary Public in azzd fax said Mate, l7ez's~nalZy appeased k ~- ` ,~ known or zder~tlfxed to me to be the person who executed the agreement on behalf of GL,A.~~r R.l~, azxd acknowledged to me that lze executed tlae same of behalf of said Bat>k. IN WITNESS VJHEREaF, I have heretanto set my hand and affixed my official seal the day and year irz this eertii:icate first above written. °~ ) r 1~lotaiy public for dalza residing at: ~ ~ ~~ ~ ~...., ,~ ley Commission l;xpires: ~.r ~_ , ~ ~~-, ~-., C7n this day of r'~ ~. V~ c.~..ot 2Ul ~, befaz~e zne, the undez~sigz-zed, a I~'otazy public izz and for said 'axe, personally appeared n Ne't}velI knowrZ ar iderAtified to me to be the person who executed the •eezxzezzt vzx behal~of ST.~l~t, ~1~~, and aclsxzowledged to zne that lie axecut~d the same o~'~el~a~~'afi s 'd L~~i~ted L~ah~l~ty Corpora~Cio~. TN WZ':CN.~SS Wf~p.EC~ I have laereuzzta sef zxzy hand anal aff'z~ed zxzy official seas the day and year in this certificate first ove written. ~pCH~~ ~ (SEAL) ~ ? \ , ~ _ I~Totaiy r rdalio =.~~j ~ `-~~ residing at: ~, f (/ j'• '' ~ Ivly Caznzrzission E Tres: r ,~C~ l , ~~, ]~~V~1.Qk1~',A, .RAt3=W11~rA3 SURAxvISIO~T (A.~ Z2-012) ~~ca 9 Qk' 10 the subject matter hereof, and there are no promises, agreements, conditions or understanding, either oral or written, express or implied, between Owner and/or Developer and City, other than as are stated herein. Except as herein otherwise provided, no subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the parties heI•eto unless reduced to writing and signed by them or their successors in interest or their assigns, and pursuant, with respect to City, to a duly adopted ordinance or resolution of City. 21.1 No condition governing the uses and/or conditions governing re-zoning of the subject Property herein provided for can be modified or amended without the approval of the City Council after the City has conducted public hearing(s) in accordance with the notice provisions provided for a zoning designation and/or amendment in force at the time of the proposed amendment. 22. EFFECTIVE DATE OF AGREEMENT: This Agreement shall be effective on the date the Meridian City Council shall adopt the amendment to the Meridian Zoning Ordinance in connection with the annexation and zoning of the Property and execution of the Mayor and City Clerk. ACKNOWLEDGMENTS IN WITNESS WHEREOF, the parties have herein executed this agreement and made it effective as hereinabove provided. DEVELOPI~,R: CITY OF MERIDIAN Mayor Tatr~`ny de Weerd SDN, I~LC }` ,:~ ~/ ? _. By: Don Newell ter',, .~,° -'~~ ATTEST: O ' ~' _r - ~G 9°W ~ ~ ~ IDIA.N i~awo (1 n ~- ;~,. olman, Clerk DEVELOPMENT AGREEMENT-TRADEWINDS SUBDIVISION (AZ 12-012) PAGE 8 OF 10 STA IDAHO, ) ss County of A ) On t ' day of , 2013, before me, the undersigned, a Notary Public in and fo aid State, personally appeared known or identified to me to be the p •son who executed the agreement on behalf of GLACIER BANK, and acknowledged to me that he ecuted the same of behalf of said Bank. IN WITNESS W OF, I have hereunto set my hand and affixed my official seal the day and year in this certificate rst above written. (SEAL) STATE OF ~ , ) County of ) ss Notary Pl~l Residing at: My Commi: for Idaho ices: On this ~ day of ~~~ ~.,~ . ~-~ f , 2013, before me, the undersigned, a Notary Public in and for said State, personally appeared -n Newell known or identified to me to be the person who executed the agreement on behalf of SDN, LLC, and aclcrlowledged to me that he executed the same of behalf of said Limited Liability Corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. ~-_ ~ _~. `_a ~ ~ (SEAL) ~ ~r Notaiy'I~IIc~~pr Idaho Residing at: :,`` -' My Commission Expires: ~i~ ~, DEVELOPMENT AUR~~~L MEN'"1'- TRADEV/INDS SUBDIVISION (AZ 12-012) PaGE 9 OF 10 STATE OF IDAHO ) ss County of Ada ) On this ~ day of ~~\ Vw a. , 2013, before me, a Notaly Public, personally appeared Tammy de Weerd and Jaycee L. Hol nan, know or identified to me to be the Mayor and Clerk, respectively, of the City of Meridian, who executed the instrument of behalf of said City, and acknowledged to me that such City executed the same. IN WITNES S WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. -~_ (SEAL); Not r Public for Ida o ~, Residing at: ~e~ l ~ ~'~ `'~ 1 I~ Commission expires: `~,-~ ~( ~~ 1 9 ~ DEVELOPMENT AGREEMENT- TRADEWINDS SUBDIVISION (AZ 12-012) PAGE 10 OF 10 ~~~~~'~~~ ,G,e. ~t it tin : February 5, 20'i ; . I L ITEM TITLE: Approval) X31: ~ceptance Agreement with Pat Marley for the Display of Artwork in Initidl point Gallery, Meridian City Hall MEETING NOTES Community Itah~/I~'~ ~sentations Presenter Contact Info./Notes ~'.:r~ l 1-.'KS OFFICE F/IVAL .4CT/OiV ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK 1N INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the day of `~ ; , , 2013 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized u er the laws of the State of Idaho ("City"), and Pat Marler, an individual person ("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS, the City desires that public art will be a component of Meridian City Hall and to that end, has invited Artist to display his artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, and in consideration of the mutual promises and covenants herein contained, the Parties agree as follows: I. SCOPE OF SERVICES. Artist shall personally deliver artwork to Initial Point Gallery, on February 1, 2013, at 9:00 a.m., or at such time and date as is mutually agreed-upon by the Artist and the Gallery Curator. Artist shall be responsible for installing such artwork on February 1, 2013 at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from February 1, 2013 to February 28, 2013, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on February 28, 2013, at 9:00 a.m., or at such time and date as is mutually agreed upon by the Artist and the Gallery Curator. II. COMPENSATION AND SALE OF ARTWORK. A. No compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent (20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty- four (24) hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. ACCEPTANCE AGREEMENT INITIAL POINT GALLERY DISPLAY PAGE I III. TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV. INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the Call to Artists attached hereto as Exhibit A, as well as to ensure that such artwork maybe safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in Exhibit A or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof, provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement, provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement, provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Executive Assistant. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight (48) hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period maybe shortened by City for any reason, without notice to the Artist. ACCEPTANCE AGREEMENT INITIAL POINT GALLERY DISPLAY PAGE 2 F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI. INDEMNIFICATION, WAIVER, AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement, whether such loss or damage maybe attributable to known or unknown conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person, property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as maybe required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including, but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by giving written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have twenty-four (24) hours after receipt of such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated upon mailing of written notice of such termination by the terminating party. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. ACCEPTANCE AGREEMENT INITIAL POINT GALLERY DISPLAY PAGE 3 C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent parry and not an employee, agent, joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation, performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice. Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed as follows: ACCEPTANCE AGREEMENT INITIAL POINT GALLERY DISPLAY PAGE 4 Artist: Pat Marler pmarler@clearwire.net J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this day of 2013. ARTIST: Pat Marler City Emily Kane, Deputy City Attorney City of Meridian 33 E. Broadway Ave. Meridian, Idaho 83642 (208) 898-5506 ekane@meridiancity. org Any party may change its respective address for the purpose of this paragraph by giving written notice of such change in the manner herein provided. Gallery Curator: Dwight Williams Meridian Arts Commission 33 E. Broadway Ave. Meridian, Idaho 83642 (208) 887-6473 dwight5332@q.com CITY OF MERIDIAN: BY: Attest: Tammy de Weer ;Mayor d Jaycee Ho roman, City Clerk ~~~ ~~~ZPnAUGUST ti4 I GOB Iy $ oV, 4 /~/ f7 Clt}~ OI ~~Aw s~ F ~('T A Y ~ 7 LCL-~~ O ~r~rFq ~~ ~h e TR C A5~0~a `, ACCEPTANCE AGREEMENT INITIAL POINT GALLERY DISPLAY PAGE $ i !!P , ~ ~, ,__ ~ Meridian ~Ommissi®n (( f ®C Ai"t1S5. I I OVERVIEW: The Meridian Arts Commission (MAC) seeks proposals for the display of two-dimensional and/or three-dimensional artwork as part of the 2013 Initial Point Gallery Series, a series of one-month exhibitions in Initial Point Gallery. Initial Point Gallery is located on the third floor of Meridian City Hall (33 E. Broadway Avenue, Meridian, Idaho), and is open to the public during City working hours. Initial Point Gallery provides 120 feet of total wall space for hanging two- dimensional artwork, and four enclosed display cases for three-dimensional artwork. MAC requests that artists voluntarily donate to MAC 20% of proceeds from sales of art displayed in Initial Point Gallery. ELIGIBILITY: Two-dimensional works displayed in Initial Point Gallery must be comprised of professional-quality, ready-to-hang, original art; artwork on paper must be under glass or acrylic. Selectees must fill all or half of the gallery. Three- dimensionalworks may be of any medium, but must fit within the four supplied display cases. No artwork will be displayed which: cannot be safety hung or displayed using the gallery's equipment; requires unusual maintenance, handling, or security; or is disruptive or likely to offend the sensibilities of the general public. Each piece to be displayed will be evaluated for its compliance with these general requirements. Selectees will be asked to enter into an Acceptance Agreement with the City setting forth specific conditions of display. Selectees may reapply biennially. PROPOSAL REQUIREMENTS: Artists or organizations wishing to display work in the 2013 Initial Point Gallery Series must provide the following materials and information to MAC in order to be considered for selection. ^ Completed, signed Application £t Acknowledgements form; ^ Biography of the artist or informational statement regarding organization; ^ Letter of intent; ^ Five (5) digital images representational of the works proposed for display, on a CD (for organizations, each image must be of a different artist's work); and ^ $35 gallery maintenance fee (nonrefundable). Details and forms are available at the City's website, http://www.meridiancity.org or upon request. Limited assistance producing digital images may be available upon request. Materials submitted cannot be returned. DEADLINE: All proposals must be received by MAC by 5:00 p.m. on Friday, October 26, 2012. SELECTION PROCESS: The selection of art for the 2013 Initial Point Gallery Series will be made by MAC. MAC will notify Selectees by letter sent U.S. Mail. In evaluating eligible proposals, the following factors will be considered: ^ Quality of work; ^ Appropriateness of subject and concept for a functioning government workplace; ^ Consistency with City policy and community values; and ^ Contribution to aesthetic and cultural atmosphere of Meridian City Hall. RESOURCES PROVIDED UPON SELECTION: The City of Meridian will provide selected artists/organizations with the following resources: • Volunteers to assist artist/organization with installing and removing each piece of artwork; • Track system for hanging 2D art, using wires that are attached to hooks; • Four enclosed pedestals for 3D art, each approximately 24 inches square; • Space for artist information and/or an information board; and • Publicity of the exhibit through City contacts, local media, and other informational forums. CONTACT MAC: By mail By e-mail: Meridian Arts Commission Attn: 2013 Initial Point Gallery Series 33 East Broadway Avenue Meridian ID 83642 macC~meridiancity. org roc ~~; ~ ~~ i until tin the Display of Artwork in Initial point Gallery, Meridian City Hall nlIE1'ING N07ES Community It~~ry/~~r~sentations Presenter Contact Info./Notes f;~`r`'.~~ ;'~:KS OFFICE F1fl1.4L ~4CT/OIV ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the S~"day of , 2013 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Shawn Steffler, an individual person whose address is 10546 W. Carolina Drive, Boise, Idaho ("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS, the City desires that public art will be a component of Meridian City Hall and to that end, the Meridian Arts Commission issued the Call to Artists attached hereto as Exhibit A, seeking proposals for the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, in response to the Call to Artists, Artist did submit a proposal, comprised of the materials attached hereto as Exhibit B ("Proposal"), for the display of artwork in Initial Point Gallery; WHEREAS, on November 8, 2012, the Meridian Arts Commission ("Commission") reviewed the responses to the Call to Artists, selected Artist's work for display based on the Proposal, and recommended to the Meridian City Council that Artist's artwork, as depicted in the Proposal, be displayed in Initial Point Gallery; WHEREAS, at its regular meeting on December 18, 2012, by the passage of Resolution no. 11-899, the Meridian City Council adopted such recommendation and directed the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS, the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, and in consideration of the mutual promises and covenants herein contained, the Parties agree as follows: I. SCOPE OF SERVICES. Artist shall personally deliver to Initial Point Gallery, on February 1, 2013, at 9:00 a.m., or at such time and date as is mutually agreed-upon by the Artist and the Gallery Curator, artwork which shall substantially conform to the description of such artwork set forth in Exhibit B hereto. Artist shall be responsible for hanging such artwork on February 1, 2013 at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from February 1, 2013 to February 28, 2013, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on February 28, 2013, at 9:00 a.m., or at such time and date as is mutually agreed upon by the Artist and the Gallery Curator. ACCEPTANCE AGREEMENT INITIAL POINT GALLERY DISPLAY PAGE I II. COMPENSATION AND SALE OF ARTWORK. A. 1®to compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent (20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty-four (24) hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III. TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV. INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Artist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the Call to Artists attached hereto as Exhibit A, and the Application and Aclrnowledgements Form attached hereto in Exhibit B, as well as to ensure that such artwork maybe safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in Exhibits A and B, does not reflect artwork as described and depicted in the Proposal set forth in Exhibit B, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. ACCEPTANCE AGREEMENT INITIAL POINT GALLERY DISPLAY PAGE 2 V. DISPLAY. A. Original artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof, provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement, provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement, provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Executive Assistant. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal maybe temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight (48) hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period maybe shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and arrangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI. INDEMNIFICATION, WAIVER, AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Artist or Artist's servants, agents, employees, guests, and/or invitees. ACCEPTANCE AGREEMENT INITIAL POINT GALLERY DISPLAY PAGE 3 B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement, whether such loss or damage may be attributable to lrnown or unknown conditions, except for liability arising out of the tortious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person, property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including, but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Parry shall have the right to terminate the Agreement by giving written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have twenty-four (24) hours after receipt of such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated upon mailing of written notice of such termination by the terminating party. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. ACCEPTANCE AGREEMENT INITIAL POINT GALLERY DISPLAY PAGE 4 VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent, joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation, performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice. Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed as follows: ACCEPTANCE AGREEMENT INITIAL POINT GALLERY DISPLAY PAGE 5 Artist: Shawn Steffler 10546 W. Carolina Dr. Boise, Idaho 83709 (208)761-9014 shaven. steffler@yahoo, com Gallery Curator: Dwight Williams Meridian Arts Commission 33 E. Broadway Ave. Meridian, Idaho 83642 (208)887-6473 dwight5332@q.com city Emily Kane, Deputy City Attorney City of Meridian 33 E. Broadway Ave. Meridian, Idaho 83642 (208) 898-5506 ekane @meridiancity. org Any party may change its respective address for the purpose of this paragraph by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this day of .2013. CITY OF MERIDIAN: o-° ~' SFr-, BY: Tamm de W ~.~rd Mayor Attest: Y ~ f eO~ATEDAUCLc~ Jaycee Hol(~jan, City Clerk ACCEPTANCE AGREEMENT INITIAL POINT GALLERY DISPLAY PAGE C Exhibit A ~ , ,;~ Meridian Commission (( f®r ,4rtists® I I I I I OVERVIEW: The Meridian Arts Commission (MAC) seeks proposals for the display of two-dimensional and/or three-dimensional artwork as part of the 2013 Initial Point Gallery Series, a series of one-month exhibitions in Initial Point Gallery. Initial Point Gallery is located on the third floor of Meridian City Hall (33 E. Broadway Avenue, Meridian, Idaho), and is open to the public during City working hours. Initial Point Gallery provides 120 feet of total wall space for hanging two- dimensional artwork, and four enclosed display cases for three-dimensional artwork. MAC requests that artists voluntarily donate to MAC 20% of proceeds from sales of art displayed in Initial Point Gallery. ELIGIBILITY: Two-dimensional works displayed in Initial Point Gallery must be comprised of professional-quality, ready-to-hang, original art; artwork on paper must be under glass or acrylic. Selectees must fill all or half of the gallery. Three- dimensional works may be of any medium, but must fit within the four supplied display cases. No artwork will be displayed which: cannot be safely hung or displayed using the gallery's equipment; requires unusual maintenance, handling, or security; or is disruptive or likely to offend the sensibilities of the general public. Each piece to be displayed will be evaluated for its compliance with these general requirements. Selectees will be asked to enter into an Acceptance Agreement with the City setting forth specific conditions of display. Selectees may reapply biennially. PROPOSAL REQUIREMENTS: Artists or organizations wishing to display work in the 2013 Initial Point Gallery Series must provide the following materials and information to MAC in order to be considered for selection. ^ Completed, signed Application & Acknowledgements form; ^ Biography of the artist or informational statement regarding organization; ^ Letter of intent; ^ Five (5) digital images representational of the works proposed for display, on a CD (for organizations, each image must be of a different artist's work); and ^ $35 gallery maintenance fee (nonrefundable). Details and forms are available at the City's website, http://www.meridiancity.org or upon request. Limited assistance producing digital images may be available upon request. Materials submitted cannot be returned. DEADLINE: All proposals must be received by MAC by 5:00 p.m. on Friday, October 26, 2012. SELECTION PROCESS: The selection of art for the 2013 Initial Point Gallery Series will be made by MAC. MAC will notify selectees by letter sent U.S. Mail. In evaluating eligible proposals, the following factors will be considered: ^ Quality of work; ^ Appropriateness of subject and concept for a functioning government workplace; ^ Consistency with City policy and community values; and ^ Contribution to aesthetic and cultural atmosphere of Meridian City Hall. RESOURCES PROVIDED UPON SELECTION: The City of Meridian will provide selected artists/organizations with the following resources: • Volunteers to assist artist/organization with installing and removing each piece of artwork; • Track system for hanging 2D art, using wires that are attached to hooks; • Four enclosed pedestals for 3D art, each approximately 24 inches square; ® Space for artist information and/or an information board; and • Publicity of the exhibit through City contacts, local media, and other informational forums. CONTACT MAC: By mail: By e-mail: Meridian Arts Commission Attn: 2013 Initial Point Gallery Series 33 East Broadway Avenue Meridian ID 83642 macC~meridiancity.org ~;~ch~E~'_~~~ ~~. Artist/Org. Name: Organizer name: E-mail address: Mailing Address: Physical Address: Phone numbers: S'~i- ~ - - Day: Evening: CeIL ~ ~ ~ .. `~ / ~ APPLICATION OVERVIEW: Check all that apply: ~ I/we propose to fill one half of Initial Point Gallery with two-dimensional artwork. ^ I/we propose to fill the entire Initial Point Gallery with two-dimensional artwork. ^ I/we propose to fill these display cases with 3D artwork: ^ 24"Wx24"Dx42"H ^ 24"Wx24"Dx36"H ^ 24"Wx24"Dx30"H ^ 24"Wx24"Dx24"H Number of 2D pieces: ~ "X' Average size of 2D pieces: °~G ~'' ~C,~ Number of 3D pieces: ~~~ Average size of 3D pieces:®9~ APPLICATION MATERIALS: Completed, signed Application ~ Acknowledgements Form ~ Biography of artist or informational statement regarding organization, no longer than one B%2 x 11" page; 1 letter of intent, describing: ,. Artist/Organization's vision for and/or theme of the proposed display; b. Number, dimensions, prices, and medium or media utilized in the works to be displayed; c. Any publicity that the Artist/Organization plans to undertake if selected; and/or d. Any atypical issues or challenges regarding hanging or display of the works proposed for display. Up to five digital images of work representational of the artist's/organization's work on a CD, resolution of 300 dpi at a minimum size of 5x7", in .jpg format. Please name each image file with artist's last name or organization name and the title of the work (e. g.: name.title.jpg). Materials submitted will not be returned. Damaged or non- compliant CDs and/or images will not be considered. Images will not be accepted via a-mail. l~ $35 gallery maintenance fee, check made payable to the Meridian Arts Commission. This fee is nonrefundable. ®ISPLAY INFORMATION: Initial Paint Gallery is equipped with a track system for hanging two-dimensional artwork. Two-dimensional artwork will be hung from cables, using hooks, and therefore must be equipped with two D rings (fig. 1) on the side rails on the back of the frame (fig. 2). The inside of each D ring must allow a space of at least one-quarter inch ('/a") for insertion of the hooks; any wire constricting this space must be removed. The D rings should be approximately a quarter of the distance of the total frame height from the top of the frame in order to avoid slanting away from the wall. Wires, eyehooks, and clip frames may not be used for hanging. Initial Point Gallery also provides four display cases, each with different dimensions (fig. 3), for displaying three-dimensional artwork. ~- `.,~~ ~ j z ~ `J ;~ ~~~ ~ ~` ~ FIG. 1. D RING __. _. I Picture Hanging ~:+Ih A~ao Cables FIG. 2. BACK OF FRAME ' ~~ i- z~ =i` _ _ -ice '-~ _ .~' - ,i, i j'r /i'r ~ s j~j ;I jj' l~ ~ i;i °± r f ~ ~_ri - ~v4• i.. .,,, '.,; ~y3 ~ ~f l) ( u ! I ~ `~ ~ FIG. 3. 3D ART DISPLAY CASES ACKId®1WLE®GMEN'TS: / ~ (.~ dt.i~il ~'l. ~ `~e~~~~~- ,hereby acknowledge the following stipulations and agree that if this proposal is ;led for display at Initial Point Gallery, sueh display shall occur subject to these general terms and conditions, as ., as subject to other specific terms and conditions that shalt be set forth in a separate, written Acceptance Agreement between myself and the City of Meridian. I specifically acknowledge that: A. C3efore my work will be displayed in Initial Point Gallery, 1 wilt be required to enter into an Acceptance IT AL Agreement with the City of Meridian establishing the specific terms and conditions of the display of the particular works displayed. ~. If my work is selected for display in Initial Point Gallery, the City of Meridian and its agents will INI IAL exercise professional care in handling and securing all artwork displayed in Initial Point Gallery, but cannot and will not assume liability for any loss or damage. C. Any insurance of the artwork displayed in Initial Point Gallery shall be the sole responsibility of the INITIAL artist. The City of Meridian shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery. ®. White artwork displayed in Initial Point Gallery may be passively offered far sate by means of an INITIAL informational table, board, or handout as provided or allowed by the City of Meridian, no piece displayed in Initial Point Gallery may have a visible price tag. ~'' E. White it is intended that each exhibit in Initial Point Gallery wilt be displayed for aone- to two-month "' ' L period, this period may be shortened by the City of Meridian for any reason, without notice to the artist or organization. _ F. The City may display the work of more than one artist or organization in Initial Point Gallery at any ~~ ~~'~ time, at the City's sole discretion. ~ G. Artwork submitted for display in Initial Point Gallery must be original works conceived and created i iAL by the artist (or by artist members of the organization) submitting this application. q H. Meridian City Nall is primarily a place of public business and Initial Point Gallery is a public place. The ~"~ AL City seeks to encourage artistic expression and public dialogue, but must simultaneously ensure that City Hall is a place where eitizens, employees, and visitors of diverse ages and perspectives feel welcome and corrifortable. To this end, only artists and artwork meeting the eligibility standards described in the Call for Artists and following the terms set forth in the Acceptance Agreement shall be displayed in Initial Point Gallery. I do acknowledge and understand each and all of the foregoing stipulations and do agree to these general terms and conditions. ~ /J~ /~ / Signature: ~ ~ Print name:.. ~, l/LC~C~YI l ~ o ~~e~~l ~~ °To prop®se an exhibiti®n in Initial point Gallery, please submit this form, c®mpleted in full, with the required materials and fee, via IJ.S. mail, to: Meridian Arts Commission Attn: Initial Point Gallery 33 East Broadway Avenue Meridian ID $3642 Biography/Letter of Intent 10-25-2012 My name is Shawn Steffler, a graduate of Boise State University with a BFA degree in fine art with the emphasis on illustration. My artwork reflects the beauty in nature via using contrast of lighting, color, and textures. My goal for the viewer is to catch their eye and make them stop and take a closer look at my work. My theme is generally wildlife or something to do with nature. I do enjoy doing abstract paintings but feel the paintings I submitted are more appropriate for this display. I'm not planning on any personal publicity and don't have any issues or challenges hanging my artwork. Looking forward to working with the Meridian Arts Commission if selected to display my artwork for 2013. Thanks for your time and consideration. Shawn Steffler Image and Price List: End of the Rainbow 3 0" x 3 0" Acrylics 2011 295.00 Flowing Reflections 36"x24" Acrylics 2011 250.00 Eagle Perch 16" x 3 2" Acrylics & Airbrush 1995 495.00 Morning Mist 29 " x 39 " Acrylics & Airbrush 2001 575.00 Sunflower Live 36"x30" Acrylics 2011 295.00 Shawn Steffler r _ , i ~eridia~ ®r~nrnissi®n . I ( ~ r~tis. I I I VERVIEVd: The Meridian Arts Commission (MAC) seeks proposals for the display of two-dimensional and/or three-dimensional artwork as part of the 2013 Initial Point Gallery Series, a series of one-month exhibitions in Initial Point Gallery. initial Point Gallery is located on the third floor of Meridian City Hall (33 E. Broadway Avenue, Meridian, Idaho), and is open to the public during City working hours. Initial Point Gallery provides 120 feet of total wall space for hanging two- dimensional artwork, and four enclosed display cases for three-dimensional artwork. MAC requests that artists voluntarily donate to MAC 20% of proceeds from sales of art displayed in Initial Point Gallery. ELIGIBILITY: Two-dimensional works displayed in Initial Point Gallery must be comprised of professional-quality, ready-to-hang, original art; artwork on paper must be under glass or acrylic. Selectees must fill all or half of the gallery. Three- dimensional works may be of any medium, but must fit within the four supplied display cases. No artwork wilt be displayed which: cannot be safely hung or displayed using the gallery's equipment; requires unusual maintenance, handling, or security; or is disruptive or likely to offend the sensibilities of the general public. Each piece to be displayed will be evaluated for its compliance with these general requirements. Selectees wilt be asked to enter into an Acceptance Agreement with the City setting forth specific conditions of display. Selectees and invitees may reapply biennially and if selected again, 75% of the display must be artwork that has not been previously displayed in Initiat Point Gallery. PR®P®5,4L REQUIREMENTS: Artists or organizations wishing to display work in the 2013 Initial Point Gallery Series must provide the following rr°*erials and information to MAC in order to be considered for selection. 'ompleted, signed Application ~ Acknowledgements form; '~ Biography of the artist or informational statement regarding organization; ® Letter of intent; ® Five (5) digital images representational of the works proposed for display, on a CD (for organizations, each image must be of a different artist's work); and ® $35 gallery maintenance fee (nonrefundable). Details and forms are available at the City's website, http://www.meridiancity.org or upon request. Limited assistance producing digital images may be available upon request. Materials submitted will not be returned. ®EA®LIME: All proposals must be received by C by 5:00 p.m. on Friday, ®ctober 26, 2012. SELECTI®Id PR®CESS: The selection of art for the 2013 Initial Point Gallery Series will be made by MAC. MAC will notify Selectees by letter sent U.S. Mail. In evaluating eligible proposals, the following factors will be considered: ® Quality of work; ® Appropriateness of subject and concept for a functioning government workplace; ® Consistency with City policy and community values; and ® Contribution to aesthetic and cultural atmosphere of Meridian City Hall. RES®URCES PR®VIDED UP®Id SELECTI®Id: The City of Meridian will provide selected artists/organizations with the following resources: ® Volunteers to assist artist/organization with installing and removing each piece of artwork; ® Track system for hanging 2D art and four enclosed pedestals for 3D art; ® Space for artist information and/or an information board; and ® Publicity of the exhibit through City contacts, local media, and other informational forums. 'ACT MAC: By mail: Meridian Arts Commission Attn: 2013 Initial Point Gallery Series 33 East Broadway Avenue Meridian ID $3642 By e-mail: macCmeridiancity.org February 5, 2~`i , I N . ITEM TITLE: Approval ~3 ~eptance Agreement with Cheri Meyer for the Display of Artwork in Inifidl point Gallery, Meridian City Hall MEETING NOTES Community Itaili~/~resentations Presenter Contact Info./Notes ~~~,~:f~KS OFFICE FINAL, ACTION DATE: E-MAILED TO SENT TO ~ 5~NT TO NOTES INITIALS STAFF AGENCI~ NRpLICANT ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL This ACCEPTANCE AGREEMENT: DISPLAY OF ARTWORK IN INITIAL POINT GALLERY, MERIDIAN CITY HALL ("Agreement") is made on the ~ day of ~~-b~-vo, , 2013 ("Effective Date"), by and between the City of Meridian, a municipal corporation o~•ganized under the laws of the State of Idaho ("City"), and Cheri Meyer, an individual person whose address is 12373 W. Medalist Drive, Boise, Idaho ("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.") WHEREAS, the City desires that public art will be a component of Meridian City Hall and to that end, the Meridian Arts Commission issued the Call to Artists attached hereto as Exhibit A, seeking proposals for the display of artwork in Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery"); WHEREAS, in response to the Call to Artists, Artist did submit a proposal, comprised of the materials attached hereto as Exhibit B ("Proposal"), for the display of artwork in Initial Point Gallery; WHEREAS, on November 8, 2012, the Meridian Arts Commission ("Commission") reviewed the responses to the Call to Artists, selected Artist's work for display based on the Proposal, and recommended to the Meridian City Council that Artist's artwork, as depicted in the Proposal, be displayed in Initial Point Gallery; WHEREAS, at its regular meeting on December 18, 2012, by the passage of Resolution no. 12-899, the Meridian City Council adopted such recommendation and directed the Commission to work with Artist to establish a display of Artist's artwork in Initial Point Gallery; and WHEREAS, the Parties acknowledge that Meridian City Hall is primarily a place of public business, that Initial Point Gallery is a public place, and that while the City seeks to encourage artistic expression and public dialogue, the City must simultaneously ensure that Meridian City Hall is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, and in consideration of the mutual promises and covenants herein contained, the Parties agree as follows: I. SCOPE OF SERVICES. Artist shall personally deliver to Initial Point Gallery, on February 1, 2013, at 9:00 a.m., or at such time and date as is mutually agreed-upon by the Artist and the Gallery Curator, artwork which shall substantially conform to the description of such artwork set forth in Exhibit B hereto. Artist shall be responsible for hanging such artwork on February 1, 2013 at the direction of the Gallery Curator; shall allow the display of such work in Initial Point Gallery from February 1, 2013 to February 28, 2013, in accordance with the terms of this Agreement; and shall be responsible for removal of such artwork on February 28, 2013 at 9:00 a.m., or at such time and date as is mutually agreed upon by the Artist and the Gallery Curator. ACCEPTANCE AGREEMENT INITIAL POINT GALLERY DISPLAY PAGE 1 II. COMPENSATION AND SALE OF ARTWORI{. A. 1Vo compensation. Artist shall display Artist's artwork in Initial Point Gallery at the pleasure of the Meridian City Council. City shall not provide compensation to Artist for services, work, and/or any activity undertaken pursuant to or related to this Agreement. B. Sale of artwork. Artist may, at the direction of and in the manner established by the Gallery Curator, passively offer the artwork on display in Initial Point Gallery for sale. No price shall be displayed on or be proximate to any piece on display in Initial Point Gallery. City personnel shall not facilitate in any way the sale of Artist's work; any transaction related to the sale of artwork shall be handled solely by Artist. Artist acknowledges the Commission's request that Artist voluntarily donate to the Commission twenty percent (20%) of proceeds from any artwork sold due to its display in Initial Point Gallery. Upon the sale of a piece of artwork on display in Initial Point Gallery, Artist may remove such artwork from the Gallery, provided that Artist replaces the removed piece with another piece of artwork within twenty-four (24) hours of such removal. Artist shall coordinate the removal, replacement, and/or substitution of any and all artwork with the Gallery Curator prior to such activity. III. TIME OF PERFORMANCE. Artist shall provide services described in this Agreement in a timely manner, as described herein. Artist acknowledges and agrees that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a default of this Agreement. IV. INSTALLATION. A. Coordination with Curator. Prior to the installation, removal, replacement, and/or substitution of the display in Initial Point Gallery or any portion or component thereof, Artist shall coordinate any and all such activity with the Gallery Curator. B. Inspection of display. Prior to or after installation, the Gallery Curator and/or the City may inspect and/or review the artwork proposed by Az-tist for display in Initial Point Gallery to ensure compliance with all criteria set forth in the Call to Artists attached hereto as Exhibr'tA, and the Application and Acknowledgements Form attached hereto in Exhibit B, as well as to ensure that such artwork maybe safely and appropriately displayed in Initial Point Gallery. If the Gallery Curator or the City concludes that the display or any portion or component thereof does not meet the criteria set forth in Exhibits A and B, does not reflect artwork as described and depicted in the Proposal set forth in Exhibit B, or cannot be safely and/or appropriately displayed in Initial Point Gallery, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery. Further, the Gallery Curator or the City may require the immediate removal of such artwork from Initial Point Gallery where such removal serves the best interest of the City. ACCEPTANCE AGREEMENT INITIAL POINT GALLERY DISPLAY PAGE 2 V. DISPLAY. A. ®riginal artwork. Artist warrants that any and all artwork provided by Artist for display in Initial Point Gallery shall be, and is, original work conceived and created by Artist. B. Photographs of artwork. City may photograph the artwork displayed in Initial Point Gallery, as City may desire for purposes of advertising, marketing, and public information. Where practicable and to the extent of City's authority, Artist shall be acknowledged on each such photograph to be the creator of the original subject thereof, provided that photographic reproductions of artwork shall not be identified as or represented to be the finished artwork. C. Use of Artist's name. Artist hereby conveys to City permission to use Artist's name for purposes of advertising, marketing, and public information, without violation of Artist's rights of privacy or any other rights Artist may possess under this Agreement, provided that City shall not use Artist's logo, if any, for any purpose without the express, written permission of Artist. D. Use of City's name. City hereby conveys to Artist permission to use City's name for purposes of advertising, marketing, and public information, without violation of City's rights of privacy or any other rights City may possess under this Agreement, provided that Artist shall not use City's logo for any purpose without the express, written permission of the Mayor's Executive Assistant. E. Removal of artwork by City. City shall have the right to remove Artist's artwork from public display at any time and for any reason. Such removal may be temporary or permanent in nature. Where such artwork is or is intended to be removed from public display for longer than forty-eight (48) hours, City shall notify Artist in the manner set forth herein. While it is intended that Artist's artwork will be displayed in Initial Point Gallery for the period set forth herein, this period maybe shortened by City for any reason, without notice to the Artist. F. Removal of artwork by Artist. Artist shall coordinate with the Gallery Curator the removal, replacement, and/or substitution of any and all artwork prior to such activity, whether such activity is necessary due to the sale of a piece or for any other reason. G. Simultaneous display. City may elect to display the work of more than one Artist or Organization in Initial Point Gallery at any time, at the City's sole discretion. The manner and aiTangement of the display(s) in Initial Point Gallery shall be determined by the Gallery Curator. VI. INDEMNIFICATION, WAIVER, AND INSURANCE. A. Indemnification. Artist shall, and hereby does, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incuiTed by Artist or Artist's servants, agents, employees, guests, and/or invitees. ACCEPTANCE AGREEMENT INITIAL POINT GALLERY DISPLAY PAGE 3 B. Waiver. Artist shall, and hereby does, waive any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Artist's performance of this Agreement, whether such loss or damage maybe attributable to known or unknown conditions, except for liability arising out of the toI•tious conduct of City or its officers, agents or employees. C. Insurance Artist's responsibility. City shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Point Gallery or to cover any activity undertaken by Artist in the furtherance of Artists' rights or obligations described herein. Insurance of the artwork; of the Artist's person, property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. Artist shall obtain all necessary insurance as may be required in order to protect Artist's insurable interests for its rights and obligations described within this Agreement, including, but not limited to, liability insurance, automobile insurance, worker's compensation insurance, and/or insurance of the artwork to be displayed in Initial Point Gallery. Artist shall bear any and all risks of, and actual, loss of, theft of, and/or damage to the artwork prepared for, transported to, transported from, installed or hung in, and/or displayed in Initial Point Gallery. VII. TERMINATION. A. Termination for cause. If City determines that Artist has failed to comply with any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Parry shall have the right to terminate the Agreement by giving written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have twenty-four (24) hours after receipt of such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated upon mailing of written notice of such termination by the terminating party. B. Termination without cause. City may immediately terminate this Agreement for any reason at any time without prior notice to Artist. C. Termination upon death or incapacity of Artist. This Agreement shall automatically terminate upon the death or incapacity of Artist. D. Non-waiver. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. ACCEPTANCE AGREEMENT INITIAL POINT GALLERY DISPLAY PAGE 4 VIII. GENERAL PROVISIONS. A. Relationship of Parties. It is the express intention of Parties that Artist is an independent party and not an employee, agent, joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Artist and City or between Artist and any official, agent, or employee of City. Both parties acknowledge that Artist is not an employee of City. Artist shall retain the right to perform services for others during the term of this Agreement. B. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination. In fulfilling or exercising any right or obligation under this Agreement, Artist shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory disability. D. Entire agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, and whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation, perfol~rlance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. F. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. G. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. H. Successors and assigns. Artist shall not subcontract or assign any of Artist's obligations under this Agreement that require or that may require Artist's artistic talent or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic talent or expertise. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. I. Notice. Any and all notice required to be provided by the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed as follows: ACCEPTANCE AGREEMENT INITIAL POINT GALLERY DISPLAY PAGE 5 Artist: Cheri Meyer 12373 W Medalist Dr Boise, Idaho 83709 (208)362-9227 cdmeye@msn.com Gallery Curator: Dwight Williams Meridian Arts Commission 33 E. Broadway Ave. Meridian, Idaho 83642 (208) 887-6473 dwight5332@q.com City Emily Kane, Deputy City Attorney City of Meridian 33 E. Broadway Ave. Meridian, Idaho 83642 (208) 898-5506 ekane@meridiancity. org Any party may change its respective address for the purpose of this paragraph by giving written notice of such change in the manner herein provided. J. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. @i N WITNESS WHEREOF, the parties hereto have executed this Agreement on this ~ day of __ __, Q2013. ~ _y BY: Tammy de Attest: p~ Jaycee Ho] 'herd, Mayor `1~6 City Clerk ~____~- SEAL ~y v ~+ ~P 6y ~~~de 7REp5~~~ ACCEPTANCE AGREEMENT INITIAL POINT GALLERY DISPLAY PAGE 6 CITY OF MERIDIAN: I_.~V'~~ibit .. Meridian Commission ill ®r Arti~s® 1 1 1 I I OVERVIEW: The Meridian Arts Commission (MAC) seeks proposals for the display of two-dimensional and/or three-dimensional artwork as part of the 2013 Initial Point Gallery Series, a series of one-month exhibitions in Initial Point Gallery. Initial Point Gallery is located on the third floor of Meridian City Hall (33 E. Broadway Avenue, Meridian, Idaho), and is open to the public during City working hours. Initial Point Gallery provides 120 feet of total wall space for hanging two- dimensional artwork, and four enclosed display cases for three-dimensional artwork. MAC requests that artists voluntarily donate to MAC 20% of proceeds from sales of art displayed in Initial Point Gallery. ELIGIBILITY: Two-dimensional works displayed in Initial Point Gallery must be comprised of professional-quality, ready-to-hang, original art; artwork on paper must be under glass or acrylic. Selectees must fill all or half of the gallery. Three- dimensionalworks may be of any medium, but must fit within the four supplied display cases. No artwork will be displayed which: cannot be safely hung or displayed using the gallery's equipment; requires unusual maintenance, handling, or security; or is disruptive or likely to offend the sensibilities of the general public. Each piece to be displayed will be evaluated for its compliance with these general requirements. Selectees will be asked to enter into an Acceptance Agreement with the City setting forth specific conditions of display. Selectees may reapply biennially. PROPOSAL REQUIREMENTS: Artists or organizations wishing to display work in the 2013 Initial Point Gallery Series must provide the following materials and information to MAC in order to be considered for selection. ® Completed, signed Application ~ Acknowledgements form; ® Biography of the artist or informational statement regarding organization; ® Letter of intent; ® Five (5) digital images representational of the works proposed for display, on a CD (for organizations, each image must be of a different artist's work); and ® $35 gallery maintenance fee (nonrefundable). Details and forms are available at the City's website, http://www.meridiancity.org or upon request. Limited assistance producing digital images may be available upon request. Materials submitted cannot be returned. DEADLINE: All proposals must be received by MAC by 5:00 p.m. on Friday, October 26, 2012. SELECTION PROCESS: The selection of art for the 2013 Initial Point Gallery Series will be made by MAC. MAC will notify Selectees by letter sent U.S. Mail. In evaluating eligible proposals, the following factors will be considered: ® Quality of work; ® Appropriateness of subject and concept for a functioning government workplace; ® Consistency with City policy and community values; and ® Contribution to aesthetic and cultural atmosphere of Meridian City Hall. RESOURCES PROVIDED UPON SELECTION: The City of Meridian will provide selected artists/organizations with the following resources: ® Volunteers to assist artist/organization with installing and removing each piece of artwork; ® Track system for hanging 2D art, using wires that are attached to hooks; ® Four enclosed pedestals for 3D art, each approximately 24 inches square; ® Space for artist information and/or an information board; and ® Publicity of the exhibit through City contacts, local media, and other informational forums. CONTACT MAC: By mail: By e-mail: Meridian Arts Commission Attn: 2013 Initial Point Gallery Series 33 East Broadway Avenue Meridian ID 83642 macC~meridiancity.org -- ~ A ® ~-~ ~- ~~~ ___ i / ~~~, ~ ,_~~ ~ ~ ~ ~I -.- ~, ,~ ~OCIC~ICIII ~®I`Y11711SSIC111 App(icati~n Ackn®vvled~rn~nts: 2013 I II I °' L Y I ARTIST/ORGANIZER CONTACT INFORMATION: Check one: y lam submitting this form as an individual artist. ^ I am submittin this form on behalf of an organization. Artist/Org. Name: ~y ~ E'. ~ i ~~~ ~-~~ f~, Organizer name: E-mail address: Mailing Address: Physical Address: Phone numbers; Day: ~ o,~ ~ ,~ ~ ~ ~ ~~'~-~ "I EveningK~7p~ ;~Ga~-`~„1=.~ ~ Cell: ~Z' APPLICATION OVERVIEW: Check all that apply: ~l'rv~e propose to fill one half of Initial Point Gallery with two-dimensional artwork. ^ I/we propose to fill the entire Initial Point Gallery with two-dimensional artwork, ^ I/we propose to fill these display cases with 3D artwork: ^ 24"Wx24"Dx42"H ^ 24"Wx24"Dx36"H ^ 24"Wx24"Dx30"H ^ 24"Wx24"Dx24"H Number of 2D pieces: /~.~ :~ ~ Average size of 2D pieces: //°' K/S~'~ °~° /%;°' X~c~°i Number of 3D pieces: Average size of 3D pieces: APPLICATION MATERIALS: ~' Completed, signed Application it Acknowledgements Form C'~Biography of artist or informational statement regarding organization, no longer than one 8Yz x 11" page; ®' A letter of intent, describing: ~a: Artist/Organization's vision for and/or theme of the proposed display; ~: Number, dimensions, prices, and medium or media utilized in the works to be displayed; ~e: Any publicity that the Artist/Organization plans to undertake if selected; and/or tl: Any atypical issues or challenges regarding hanging or display of the works proposed for display. ®" Up to five digital images of work representational of the artist's/organization's work on a CD, resolution of 300 dpi at a minimum size of 5x7", in .jpg format. Please name each image file with artist's last name or organization name and the title of the work (e.g.: name.title.jpg). Materials submitted wilt not be returned. Damaged or non- compliant CDs and/or images will not be considered. Images will not be accepted via a-mail. ^' $35 gallery maintenance fee, check made payable to the Meridian Arts Commission. This fee is nonrefundable. DISPLAY INFORMATION: Initial Point Gallery is equipped with a track system for hanging two-dimensional artwork. Two-dimensional artwork will be hung from cables, using hooks, and therefore must be equipped with two D rings (fig. 1) on the side rails on the back of the frame (fig. 2). The inside of each D ring must allow a space of at least one-quarter inch ('/a") for insertion of the hooks; any wire constricting this space must be removed. The D rings should be approximately a quarter of the distance of the total frame height from the top of the frame in order to avoid slanting away from the wall. Wires, eyehooks, and clip frames may not be used for hanging. Initial Point Gallery also provides four display cases, each with different dimensions (fig. 3), for displaying three-dimensional artwork. t ~ ,~ i ~'~' ~ }~ 1 ;` f .` _ FIG. 1. D RING tl I I Picture Hanging with II Two Cables 1. FIG. 2. BACK OF FRAME ~ ~ ~'J i._~.. { ~ rf /~/ rtf ~ f . . ~, ,, ~ ~~k~ I _ - _ . ~~. ,~ r - ~ . 1 FIG. 3. 3D ART DISPLAY CASES ACKPI®WLEDGME ~, ~~!/~! ~ ~~-~ ,hereby acknowledge the following stipulations and agree that if this NroNosal is selected for display at Initial Point Gallery, such display shat( occur subject to these general terms and conditions, as welt as subject to other specific terms and conditions that shall be set forth in a separate, written Acceptance Agreement between myself and the City of Meridian. I specifically acknowledge that: ' A. Before my work will be displayed in Initial Point Gallery, I wilt be required to enter into an Acceptance INITI L h h C' f M 'd' bl' h' h 'f' d d' f h d' l f h Agreement wit t e ,ty o en pan esta is Ong t e spec> >c terms an con ~tions o t e isp ay o t e particular works displayed. ~ e~~ B. If my work is selected for display in Initial Point Gallery, the City of Meridian and its agents will INITIA exercise professional care in handling and securing alt artwork displayed in Initial Point Gallery, but cannot and will not assume liability for any loss or damage. a G. Any insurance of the artwork. displayed in Initial Point Gallery shall be the sole responsibility of the "A` artist. The City of Meridian shall not provide insurance to cover loss, theft, or damage of artwork displayed in Initial Paint Gallery. D. While artwork displayed in Initial Point Gallery may be passively offered for sale by means of an INITIA informational table, board, or handout as provided or allowed by the City of Meridian, no piece displayed in Initial Point Gat[ery may have a visible price tag. }' E. While it is intended that each exhibit in Initial Point Gallery will be displayed for aone- to two-month '"' '^` period, this period may be shortened by the City of Meridian for any reason, without notice to the artist or organization. F the rk f m re th n n rtist or or aniz tion in Initial P int Galle t n Th Cit di l . wo o o e a g o ry a a y e y may sp ay o a a INITIAL time, at the City's sole discretion. G. '~ Artwork submitted for display in Initial Point Gallery must be original works conceived and created NirAL by the artist (or by artist members of the organization) submitting this application. ~ H. Meridian City Halt is primarily a place of public business and Initial Point Gallery is a public place. The iNir' City seeks to encourage artistic expression and public dialogue, but must simultaneously ensure that City Hatl is a place where citizens, employees, and visitors of diverse ages and perspectives feel welcome and comfortable. To this end, only artists and artwork meeting the eligibility standards described in the Call for Artists and following the terms set forth in the Acceptance Agreement shall be displayed in Initial Point Gattery. I do acknowledge and u derstand each and all of the foregoing stipulations and do agree to these general terms and conditions. ~ > . Signature; ~ .>~,>~° Print name: ~~;~/ ~~~ ~ ~~'S/~f~.a Date: ~~~ J To propose an exhibition in Initial Point Gallery, please submit this form, completed in full, with the required materials and fee, via U.S. mail, to: Meridian Arts Commission Attn: Initial Point Gallery 33 East Broadway Avenue Meridian ID 83642 Thank you for your interest! Meridian Commission l~. 9 1~ >~ Y° Cheri Meyer is an award winning portrait artist specializing in depicting the character of her subjects through their facial expression. She has won several awards including Judges' Choice in the 25th NAG juried show in 2010. As an IWS member her piece "Homecoming" was juried into the 33`~d Annual Juried Membership Exhibition and won the Ed Robinson award. Although primarily self-taught, she has attended several workshops including one taught by the premier watercolor portrait artist, Jane Paul Angelhart . In August of this year, she attended a 5 day Art Immersion Retreat in Pittsburgh, Pa. instructed by published portrait artist, Peggi Habets. 1~~ Il°S T'egne: The title tells the story of people who participate in various conununity events. Implementing my love of painting faces, I will provide portraits of random people attending public events. My artistic focus will be on the facial expression of each subject. This will encourage the viewer to imagine a story as to what the subject is projecting through their expression. Pisses: I propose utilizing 1/2 of the gallery area. I will provide 15 - 20 watercolor pieces, ranging in size from 11" x 14" -16" x 20" matted and framed. Price range will be from $245.00 - $500.00 Publicity: I will send a special invitation to my nearly 200 newsletter followers. I will post the show schedule on my website (tivww.CheriMeyerFineArt.com) and on my faceboolc page and encourage my "facebook friends" to pass on the information to their friends. I will notify the IWS to include the show schedule in the IWS newsletter. Ranging Challenges: The only hanging issue might be the aesthetics of hanging my smaller pieces (11" x 14" matted & framed) with the larger ones (16" x 20" matted & framed). October 23, 2012 Meridian Arts Commission Attn: 2013 Initial Point Gallery Series 33 East Broadway Avenue Meridian, Idaho 33642 ®ear Selection Committee, Please consider this proposal as my submission for inclusion in the 2012 Initial Point Gallery Series. As a portrait artist, my work is about reaching behind the physical and structural planes of the face to reveal the inner story of my subject. The eyes, so very unique in every subject, captivate me whether they are the eyes of adults, children or pets. The challenge that I accept in every portrait is to portray my subject in a way that the viewer can imagine a story behind the expression. Please find the following enclosed: ® Completed, signed Application ~ Acknowledgements Form ® Artist Biography ® Letter of Intent ® C® of five digital images representational of artist's work ® Five Photos of digital images from C® ® Maintenance Fee Check for $35.00 (non-refundable) Thank you for your consideration of my proposal. S' c rely, f< eri Meyer, Po raft Artist ~-®i n it until ti :February 5, 2013 I 6A e ITEII~ TITLE: Public Hearing: C® Action Plan Public Hearing: Substantial Amendment to CDBG Action Plan for PY2007, PY2009 and PY2010 I DATE: IE°MSTAFF T°I AGENC® I APPL CANT ( NOTES I INITIALS I December 31, 2012 STAFF REPORT TO: Mayor and City Council FROM: Lori Den Hartog, CDBG Administrator CC: Caleb Hood, City of Meridian, Planning Manager RE: Public Hearing on February 5, 2013 for a Substantial Amendment to Community Development Block Grant Action Plan for PY2007, PY2009, and PY2010 1. SUMMARY DESCRIPTION OF PROPOSED SUBSTANTIAL AMENDMENT Over a period of three different program years, the City allocated funds to the Meridian Parks and Recreation Department for the purpose of constructing the Five Mile Creek Pathway from Pine Avenue to Fairview Avenue. In an amendment to the PY2007 Action Plan, the City allocated $49,947.61 for design of the pathway. In PY2009, the City allocated $32,322.72 for additional design and the environmental review for the identified pathway segment. In PY2010, the City allocated $120,000 for construction of the pathway. The allocation of $120,000 in PY2010 accounted for only a portion of the pathway construction-the segment from Pine Avenue to Badley Avenue. The original project scope was for the pathway to be constructed from Pine Avenue to Fairview Avenue, approximately 4,156 feet (0.78 miles) while the portion that was constructed from Pine to Badley is approximately 2,830 feet (0.53 miles). While the City was able to negotiate four easements allowing the pathway project to extend from Pine Avenue to Badley Avenue, the City was unable to obtain all the necessary easements to extend the pathway to Fairview Avenue from Badley Avenue. Since the difference in length represents a change in the project scope of greater than 25% (an approximate change of 32%) a substantial amendment is required per the City's adopted Citizen Participation Plan. Staff is proposing to amend the action plans for PY2007, PY2009, and PY2010 to reduce the project scope of the Five Mile Creek Pathway project such that the scope would now be defined as being from Pine Avenue to Badley Avenue. Although the current terminus of the pathway at Badley Avenue is not ideal, it does still provide additional access and an amenity to many households in the area. 2. SUMMARY OF REASONS FOR RECOMMENDATION Throughout the project scoping and public input process, it was identified that the portion of the proposed pathway north of Badley Avenue would be a stumbling block to full pathway development. This was due in Community Development Department ®33 E. Broadway Avenue, Meridian, ID 8364z Phone zo8-884-5533 Fax zo8-888-6854 ®www.meridiancity.ory Page 2 large part to a pathway alignment that had to cross either an existing business park development or a vacant parcel adjacent to Five Mile Creek. The City received written correspondence from the existing business park indicating that they were concerned with encroachments and impacts the pathway may pose on their property; we were unsuccessful in negotiating the necessary pathway easement from the business park. The City also corresponded with the owner of the vacant parcel, which is owned by Yuan Trust/Chang Kee Wen located in Arizona. The trustee was sent a conceptual pathway layout and request for negotiating an easement in two alternate locations in hopes that a deal could be worked out. To date, the City has not received a response from the Trust. The City made the decision to design the pathway segment ending at Badley Avenue in hopes that by the time the construction documents were completed, an alignment connecting to Fairview Avenue would be secured. However, construction is now complete for the segment of the pathway from Pine Avenue to Badley Avenue and an easement for the connection and extension to Fairview has not been secured and there is no indication one will be acquired in the near-term. 3. FUTURE PLANS FOR REMAINING PATHWAY SEGMENT If the City is unable to proactively obtain an easement with either the vacant trust property along Five Mile Creek or the business park, it is anticipated that ultimately access and the necessary easements will be obtained through the entitlement and development process. The City's Pathways Master Plan, updated in January of 2012 indicates 3 alternative pathway routes and will be binding on a development through cooperation with the City's Planning Division. Due to the recent economic times, commercial development in the area has slowed dramatically, equating to no anticipated timeline for development of the vacant parcel. However, City staff continues to seek resolution and gain inroads with the affected landowners. Should the opportunity arise sooner than anticipated, the City will take steps to construct the remaining pathway segment between Badley Avenue and Fairview Avenue. This remaining segment from Badley Avenue to Fairview Avenue is listed as Priority #2 for the Parks Commission. It is not anticipated that this last segment of the pathway construction, between Badley Avenue and Fairview Avenue, will be funded through the Community Development Block Grant program. Although not a CDBG project, the City will pursue the construction of this last segment of the pathway segment. 4. RECOMMENDATION Staff recommends that the City Council approve the proposed substantial amendments to the CDBG PY2007, PY2009, and PY2010 Action Plans to reduce and redefine the scope of the Five Mile Creek Pathway project to be from Pine Avenue to Badley Avenue. 5. PROCESS INFORMATION Per the City's adopted Citizen Participation Plan, a substantial amendment to an action plan requires a 30-day public comment period to be concluded with a public hearing. The City opened the public comment period on the proposed substantial amendment through a public notice in the Valley Times newspaper and the Idaho Statesman published on December 31, 2012. 6. EXHIBITS MAP OF FIVE MILE CREEK PATHWAY SEGMENT h1.1 TABLE 3C PY2007 FIVE MILE CREEK PATHWAY SEGMENT H.1 TABLE 3C PY2009 FIVE MILE CREEK PATHWAY SEGMENT H.1 TABLE 3C PY2010 FIVE MILE CREEK PATHWAY SEGMENT H.1 NOTICE OF PUBLIC COMMENT PERIOD AND PUBLIC HEARING Page 3 Page 4 Page 5 °fable C (Amended) Consolidated Plan Listing of Projects Jurisdiction's Name: City of Meridian, Idaho Priority Need: Suitable Living Environment, Availability/Accessibility Project Title: PY 2007 Five Mile Creek Pathway, Segment H.1: Pine Avenue to Badley Avenue Description: The City will allocate $49,947.61 for the design and environmental review for a segment of the Five Mile Creek Pathway from Pine Avenue to Badley Avenue through aloes/moderate income area within the City. The project will provide (1) a new recreational opportunity for residents in the area, and (2) a safe, convenient, non-motorized link to Downtown Meridian via Pine Avenue. The pathway will provide an eventual connection to Fairview Avenue to the north (Badley to Fairview Avenue segment not yet planned for construction) and the many businesses, employment opportunities, and services along Fairview Avenue. Objective Category: ®Suitable Living Environment ^Decent Housing ^ Economic Opportunity Outcome Category: ®Availability/Accessibility ^ Affordability ^ Sustainability Location/Target Area 237 E. Idaho Avenue; Meridian, ID 83642 Census Tract 010321, Block Group 1 HUD Objective Number Project ID SL 1.1 HUD Matrix Code CDBG Citation 3E 24 CFR § 570.201(c) Type of Recipient CDBG National Objective Entitlement LMA Start Date Completion Date 6/1/2009 12/01/2009 Performance Indicator Annual Units Public Facility Activity .5* Local ID Units Upon Completion 1 Funding Sources CDBG 49 947.61 ESG HOME HOPWA Total Formula $49,947.61 Prior Year Funds Assisted Housing PHA Other Funding Tota I 49 947.61 *Completion of the project is anticipated in PY2012 The primary purpose of the project is to help: ^ The Homeless ^ Persons with HIV/AIDS ^ Persons with Disabilities ^ Public Housing Needs Page 6 Table (Amended) Consolidated Plan Listing of Projects Jurisdiction's Name: City of Meridian, Idaho Priority Need: Suitable Living Environment, Availability/Accessibility Project Title: PY 2009 Five Mile Creek Pathway, Segment H.1: Pine Avenue to Badley Avenue Description: The City will allocate $32,322.72 for the design and environmental review for a segment of the Five Mile Creek Pathway from Pine Avenue to Badley Avenue through aloes/moderate income area within the City. The project will provide (1j a new recreational opportunity for residents in the area, and (2) a safe, convenient, non-motorized link to Downtown Meridian via Pine Avenue. The pathway will provide an eventual connection to Fairview Avenue to the north (Badley to Fairview Avenue segment not yet planned for construction) and the many businesses, employment opportunities, and services along Fairview Avenue. Objective Category: ®Suitable Living Environment ^Decent Housing ^ Economic Opportunity Outcome Category: ®Availability/Accessibility ^ Affordability ^ Sustainability Location/Target Area 237 E. Idaho Avenue; Meridian, ID 83642 Census Tract 010321, Block Group 1 HUD Objective Number Project ID SL 1.1 HUD Matrix Code CDBG Citation 3E 24 CFR § 570.201(c) Type of Recipient CDBG National Objective Entitlement LMA Start Date Completion Date 10/1/2009 9/30/2010 Performance Indicator Annual Units Public Facility Activity .5* Local ID Units Upon Completion 1 Funding Sources CDBG $32,322.72 ESG HOME HOPWA Total Formula 32 322.72 Prior Year Funds Assisted Housing PHA Other Funding Total 32 322.72 *Completion of the project is anticipated in PY2012 The primary purpose of the project is to help: ^ The Homeless ^ Persons with HIV/AIDS ^ Persons with Disabilities ^ Public Housing Needs Page 7 Table C (Amended) Consolidated Plan Listing of Projects Jurisdiction's Name: City of Meridian, Idaho Priority Need: Suitable Living Environment, Availability/Accessibility Project Title: PY 2010 Five Mile Creek Pathway, Segment H.1: Pine Avenue to Badley Avenue Description: The City will allocate $120,000 for the construction of the Five Mile Creek Pathway from Pine Avenue to Badley Avenue through aloes/moderate income area within the City. The project will provide (1) a new recreational opportunity for residents in the area, and (2) a safe, convenient, non-motorized link to Downtown Meridian via Pine Avenue. The pathway will provide an eventual connection to Fairview Avenue to the north (Badley to Fairview Avenue segment not yet planned for construction) and the many businesses, employment opportunities, and services along Fairview Avenue. Objective Category: ®Suitable Living Environment ^Decent Housing ^ Economic Opportunity Outcome Category: ®Availability/Accessibility ^ Affordability ^ Sustainability Location/Target Area 237 E. Idaho Avenue; Meridian, ID 83642 Census Tract 010321, Block Group 1 HUD Objective Number Project ID SL 1.1 HUD Matrix Code CDBG Citation 3E 24 CFR § 570.201(c) Type of Recipient CDBG National Objective Entitlement LMA Start Date Completion Date 10/1/2010 9/30/2011 Performance Indicator Annual Units Public Facility Activity 1 Local ID Units Upon Completion 1 Funding Sources CDBG 120 000 ESG HOME HOPWA Total Formula 120 000 Prior Year Funds Assisted Housing PHA Other Funding Total 120 000 The primary purpose of the project is to help: ^ The Homeless ^ Persons with HIV/AIDS ^ Persons with Disabilities ^ Public Housing Needs i I I lJ I I I T' AT IT M RJ T N U R ®J CT NA Substantial Amendment to 2007, 2009, 2010 CDBG Action Plans PL ASE PRINT NAME ®R I AGAINST I UTAL ~dt-'+'~~~ ~Gr it}/ u it tan a February 5, 20~ - IT Al a ITEM TITLE: Resol~wiiE~ry ~Vz~. ~~ " ~®~ . Amending the Community ~)evelopment Block Grant Program Year 2007, 2009, and 2010 Action Plans MEETING NOTE ~,v~ _~. Community It~~~~IC"i Lsentations Presenter Contact Info./Notes r:~.~, f! ~i . t ~ MKS OFFICE FINAL ~I CTIOflI CITY OF MERIDIAN RESOLUTION NO. ~~ s ~~ BY THE CITY COUNCIL: BIRD, HOAGLUN, ROUNTREE, ZAREMBA A RESOLUTION AMENDING THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM YEAR 2007, 2009, and 2010 ACTION PLANS; AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AND ATTEST THE SAME ON BEHALF OF THE CITY OF MERIDIAN; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City is required to prepare and adopt a Community Development Block Grant (CDBG) Action Plan for each year the City receives CDBG Entitlement funds; and WHEREAS, the City adopted, and the United States Department of Housing and Urban Development (HUD) subsequently approved, a CDBG Action Plan for Program Years 2007 (PY2007), 2009 (PY2009), and 2010 (PY2010); and WHEREAS, the construction of the Five Mile Creek Pathway, Segment H.1 (Pine Avenue to Fairview Avenue) was funded by CDBG for three program years (PY07, PY09, and PY10) and said project did not advance as planned and the project scope was reduced by 32%; and WHEREAS, HUD requires a substantial amendment when the project scope changes by more than 25 percent (25%); and WHEREAS, the City proposed a substantial amendment to the PY2007, PY2009, and PY2010 CDBG Action Plans to redefine the scope of the Five Mile Creek Pathway project to be from Pine Avenue to Badley Avenue; and WHEREAS, in accordance with the Citizen Participation Plan, the City held a public hearing on the proposed substantial amendment to the PY2007, PY2009, and PY2010 Action Plans on February 5, 2013, and held a public comment period on the same amendment from December 31, 2012 to February 5, 2013; NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF MERIDIAN, IDAHO: Section 1. That the Program Year PY2007, PY2009, and PY2010 Action Plans and the certification documents, incorporated herein by reference, be, and the same hereby are, amended as described in Attachment 1. Section 2. That the Mayor and the City Clerk be, and they hereby are, authorized to respectively execute and attest, through this Resolution, this substantial amendment to the PY2007, PY2009, and PY2010 Action Plans for and on behalf of the City of Meridian. Section 3. That this Resolution shall be in full force and effect immediately upon its adoption and approval. RESOLUTION AMENDING PY07, PY09, & PY10 CDBG ACTION PLANS -Page 1 of 2 ADOPTED by the City Council of the City of Meridian, Idaho, this St'' day of February, 2013. APPROVED by the Mayor of the City of Meridian, Idaho, this Sty' day of February, 2013. ATTEST: APPROVED: .,- . , .--~~- Mayor Tarp'` de Weerd ,, RESOLUTION AMENDING PY07, PY09, & PY10 CDBG ACTION PLANS -Page 2 of 2 ~i i n ity until tin February 5, 2013 ® 1®00 ITEM TITLE: ienville Square N®. 2 Final Plat approval of 28 residential lots, lmulti-family lot and 3 common lots on approximately 7.89 acres in an R-15 zoning district by Alliance Management Consultants - w/o N. Eagle Road and s/o E. Ustick Road MEETING N®TES Community Item/Presentations Presenter Contact Info./Notes CLERf(S OFFICE FINAL ACTION ( DATE: I E.MSTAFF TOI AGENCY I APPLICANT I NOTES I INITIALS I r~®i i until tin a February 5, 2013 I 6 cL~~z~s ®~~~c~ ~~~~L ~c~°~®n~ DATE: I E_~STAFF TOI AGENCY I APPLICANT ( NOTES I IPIITIALS i I IL LI I (V I ®A~ IT PRJ CT Nl) P®JECT NA Adoption of 2009 Uniform Plumbing Code & City of Meridian Amendments PL AS INT NAME ®R I A INST I N lJT ALI ~i i ity until tin e February 5, 2013 I 6 J . ITEM TITLE: ®rdinance No. /~ ~ ~_ % Adoption of 2009 Uniform Plumbing Code and City of Meridian Amendments MEETING N®TS Community Item/Presentations Presenter Contact Info./Notes CLERKS ®FFIC FINAL ACTION ( DATE: I E_~STAFF TOI AGENC® I APPLICANT I NOTES ( INITIALS I CITY ®F MERIDIAN ®RDINANCE N®. ~. ' ~ BY THE CITY COUNCIL: BIRD, HOAGLUN, ROUNTREE, ZAREMBA AN ORDINANCE REPEALING AND REPLACING TITLE 10, CHAPTER 2, MERIDIAN CITY CODE, REGARDING ADOPTION OF THE 2009 PLUMBING CODE AND AMENDMENTS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, it is the intent of the City Council of the City of Meridian to implement a plumbing enforcement program; WHEREAS, pursuant to Idaho Code section 54-2601(3), the City Council of the City of Meridian hereby finds that good cause exists for the following amendments to the 2009 Uniform Plumbing Code, and that such amendments are reasonably necessary for the expedient administration of the codes and the protection of the public health, safety, and welfare; WHEREAS, the City Council of the City of Meridian hereby finds that the following amendments do establish at least an equivalent level of protection to that of the 2009 Uniform Plumbing Code; WHEREAS, pursuant to Idaho Code section 54-2601(3), a public hearing on the amendments was conducted on January 29, 2013, following provision'of the proposed language of this ordinance to the Idaho State Plumbing Board and Building Contractors Association, by U.S. mail, on December 19, 2012, and publication of notice of the time and place thereof in the Valley Times on December 24, 2012; and WHEREAS, it is the intent of the City Council of the City of Meridian to adopt the Idaho State Plumbing Code, as required by Idaho Code section 54-2601(2), upon passage and effectuation of administrative rules promulgated by the Idaho Plumbing Board concerning same (IDAPA 07.02.06), a draft of which is pending approval by the Idaho State legislature; NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF MERIDIAN, IDAHO: Section 1. That Meridian City Code section 10-2-1 is hereby REPEALED, and shall be REPLACED with the following: 10-2-1: PLUMBING CODE ADOPTED; AMENDMENTS: A. 2009 UPC adopted. There is hereby adopted by the City for the purpose of establishing minimum standards of design, materials and workmanship for all plumbing hereafter installed, altered or repaired, and to establish methods of procedure within the city limits, that certain plumbing code known as the Uniform Plumbing Code (UPC), 2009 edition, with the amendments thereto as set forth in this chapter. ADOPTION OF 2009 UNIFORM PLUMBING CODE PAGE 1 OF 4 >fl. Amendments. The following amendments to the 2009 UPC are also hereby adopted which addition and deletions, if in conflict with the UPC, shall ovelTUle the UPC: 1. UPC section 101.4.3 shall be amended to read as follows: 101.4.3 Appendices not adopted. The provisions in the appendices to the UPC shall not be adopted. 2. UPC section 103.1.3 shall be amended to read as follows: 103.1.3 Licensing. Persons performing any desinstallation, alteration, repair, replacement, or remodel of any plumbing system shall first be licensed as required by Title 54, Chapter 26, Idaho Code, and all administrative rules promulgated thereunder. 3. UPC section 103.3.4 shall be amended to read as follows: 103.3.4 Expiration. Every permit issued by the City of Meridian under the provisions of this code shall expire by limitation and become null and void if the work authorized by such permit is not commenced within one hundred and eighty (180) days from the date of such pel7nit, or if the work authorized by such permit is suspended or abandoned at any time after the work is commenced for a period of one hundred and eighty (180) days. Before such work can be recommenced, a new permit shall first be obtained to do so. Any permittee holding an unexpired permit shall be permitted to apply for an extension of the time within which work shall be permitted to commence under that permit when the permittee is unable to commence work within the time required by this section for good and satisfactory reasons. The City shall be permitted to extend the time for action by the permittee for a period not exceeding one hundred and eighty (180) days upon written request by the permittee showing that circumstances beyond the control of the permittee have prevented action from being taken. No permit shall be extended more than once. In order to renew action on a permit after expiration, the permittee shall pay a new full permit fee as established by City fee schedule. 4. UPC section 103.4 shall be amended to read as follows: 103.4.1 Fees. All fees for permits and inspections shall be assessed as established by City fee schedule. Payment for all permit types is required at the time the pel~rlit is issued. Permits shall not be issued until fees are paid. 103.4.2. Refunds. Up to eighty percent (80%) of the permit fee paid may be refunded to the permit holder upon request. The permit holder shall request such refund in writing to the Community Development Director or designee no later than one hundred eighty (180) days following the date of permit issuance. Plan review fees shall not be refunded in paI-t or in whole after completion of plan review. 103.4.3. Expiration of Plan Review. Applications for which no permit is issued within one hundred and eighty (180) days following the date of application shall expire by limitation. ADOPTION OF 2009 UNIFORM PLUMBING CODE PAGE 2 OF 4 Plans and other data submitted for review may thereafter be returned to the application or destroyed by City. 103.4.4. Permit Transfer. A permit granted pursuant to this chapter may be transferred from one permit holder to another permit holder upon written request by the current permit holder to the Community Development Director or designee. Expired permits may not be transferred. No permit transfer maybe made without written approval of the Community Development Director or designee; if transfer is attempted without written approval of the Community Development Director or designee, such permit shall be void. 5. UPC section 103.5.6 shall be amended to read as follows: 103.5.6. Reinspections. A reinspection fee maybe assessed for each inspection or reinspection when such portion of work for which inspection is called is not complete or when required coI•rections have not been made. This provision is not to be interpreted as requiring reinspection fees the first time a job is rejected for failure to comply with the requirements of this code, but as controlling the practice of calling for inspections before the job is ready for inspection or reinspection. Reinspection fees may be assessed when the approved plans are not readily available to the inspector, for failure to provide access on the date for which the inspection is requested, or for deviating from plans requiring City approval. In instances where reinspection fees have been assessed, no additional inspection of the' work will be performed until the required fees have been paid. 6. UPC Table 1-1 shall not be adopted. 7. The exemption to UPC section 604.2 shall not be adopted. Section 2. That all ordinances, resolutions, orders, or parts thereof or in conflict with this ordinance are hereby voided. Section 3. That this ordinance shall be effective on February 1 1, 2013. PASSED by the City Council of the City of Meridian, Idaho, this day of February, 2013. APPROVED by the Mayor of the City of Meridian, Idaho, this ~ day of February, 2013. APPROVED: ~$ ;.. ~ ~.~. ATTEST: Tammy de~eerd, Mayor City Clerk ADOPTION OF 2009 UNIFORM PLUMBING CODE PAGE 3 OF 4 NOTICE AND PUBLISHED SUMMARY OF ORDINANCE PURSUANT TO LC. § 50-901(A) CITY OF MERIDIAN ORDINANCE NO. 13- f ~3 REPEALING AND REPLACING TITLE 10, CHAPTER 2, MERIDIAN CITY CODE, REGARDING ADOPTION OF THE 2009 PLUMBING CODE AND AMENDMENTS; AND PROVIDING AN EFFECTIVE DATE. o¢~o~PTe°A~~LSr7 ~~' 790 ti w ' y of City o eri i n E II7IAI~T Mayor and ity Council ~ °°~°°° By: Jaycee Holman, City Clerk ~~F' ~ ,~ T69~T fie TRFAS~AQ~ First Reading: / -/ S _ /.3 Adopted after first reading by suspension of the Rule as allowed pursuant to Idaho Code § 50-902: YES NO~ Second Reading: / - ZZ- /3 Third Reading: 2 °S® / STATEMENT OF MERIDIAN CITY ATTORNEY AS TO ADEQUACY OF SUMMARY OF ORDINANCE NO. 13- S The undersigned, William L.M. Nary, City Attorney of the City of Meridian, Idaho, hereby certifies that he is the legal advisor of the City and has reviewed a copy of the attached Ordinance no. 13- 1 S 3 ~ of the City of Meridian, Idaho, and has found the same to be true and complete and provides adequate notice to the public pursuant to Idaho Code § 50-901A(3). ADOPTION OF 2009 UNIFORM PLUMBING CODE PAGE 4 OF 4 ~°i i n ity until ®n °T :February 5, 2013 I lJ 6 . ITEM TITLE: Police ®epartment: budget Amendment to repolace vehicle 138 involved in accident for anot-to-exceed amount of $31,500.00 MEETING NOTES Community Item/Presentations Presenter Contact Info./Notes CLERICS OFFICE FINAL ACTION I DATE: (E-MSTAFF TOI AGENCY I APPLICANT I NOTES I INITIALS I C')W9rn ~ W N 0 p - c~D _~~,- ut G ~ ~ sn-a N s V ~ f ry~ ' 3 C~ l0 O' w Q CD N ~ IC Vi CI ~ ~ (D 'f7 , i~ ~ ti fD '~ ~' v ;~ rro Fit ~- ~ U! ~ ~ ~ ~ ~ m ~ ~ ~ ~ ~ ~ ~ ~ O = ~ ~• ~° ~ fD e n ~ 3 ~ _ ta~ = ro Q. • ~ ~ ~ ~ ~ ' ,-« ~ • ~ ~ ~ (~j ~ o ~ ~ R `V n 5< M ~ a ~; ° 3 ~ N~ c~ ~, ~ s w CD .~ °a 'o ~ o ~ a a ~ O n C. o N U2 ~ o ~ o ~ ~ ~D :C ~ ~ ~ O ~ o Q ~ ~ ~ '~ N ~ '~ ~ a ~ -+ Al fp ~ ~ m ~ ~ d ~• ~ Q ~ a c n~ o.~ ~ c n ~ c~ c ~' ~' ~ 3 ~ ,C ~ ® tD fD °- ~ m o A~ ~ ~ ~ m ~ ~ -+. tU C° ~ ~ 7 ~ ~ ~ a a * ~ ~ .Q b o. " Q ~ ` N rF ~ G 3 ~, f1 fD Sf! ~ { N N a O ~~~ ~ n, ~ ~ ~ ~ ~ ~ ~ A i f~ ~ O v Q. fD w ~. ~ N S. 3 '-. oa ® .~$ ~ r ~ O. 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O `o ~ m to > ~~, o o C ~ c>o V o o a ~ °~ Q ~\ ~ E r N d V y Q ~ K1 d d y rn ~ ~ m m c ~ v g a c ~ v~ N O N m~ Q y N ~~ o N ~ O~ o E~ mQ~ Q) ~ C lC ~ dQ ,f] C N Q~~L ~ N y ~ ~ c t ° •° E,~ m a~i~3~°~ o~•QppN Q N N to ~. `N N CL~ O O.N D Oa n w N In N U ~ C 3 0 (n ~ Q_ p. p " 0 O (p N O y" y N lL z d QV1 ~ to u~i O O ~ ~ Q ~ y n ~° `. ~' .L- !v N ~ m o c v_~ c g ~ N ~° w Q,E aEi'a E ~m >>>,~~pp°c' ° ~ w ~ r m ~ ° m o o a~ a CO a C C ~- C N E N ~ C O v Y O C N N V Q .N N ~ t N ~ l9 O `O ' l0 C - __ O n w N J aid ~ H U~ a oyLLE ~iL 33~a~~ov~ r N M V l0 CO 0 In (a~ O N (O O N C C aC O-, y O O~ C °' (6 ~ .L.- L~ Oi ~ ~ C C L C ~ ~Ul ~ C V1 V $ E U p(n (n CLL LL O.0 ~.a (CO- LA o `~ ° c- rn N a~,w cw N Q 4-O c0 oQm NUOpWpaILU N O In Q a~ 0 aEi `o v O f0 0 a n a O (TO O H m ~3 m H O a v C O1 $ ,o d j ~ ~ ~ N 4 v H ~ 0 V , IO Qq 3 O j C O ~U y ~ v ~ H Q ^~ b 0 k .'" v ~. w L C ~ o ~ N O m b ,. a '~ d w yr ~ w 3 o 3 d U ."' .o ~3' a ~ V ~ m O R ~` ro . ~ .~ O ,O ~U ~ -Q -a 3 ~ b c q O q ro m t 01 O O v0.. j zz ~i i n it until tin Resolution No. ~~®~ ~; Donation of Surplus Property to the Meridian Food Bank ii~EEl°INC NOTES {' _~ Community Item/Presentations Presenter Contact Info./Notes CLE{46(S OFFICE FIN~4L ,4CTION DATE: (E-~STAFF TOI AGENCOY I APPLICANT ( MOTES I INITIALS CITY OF MERIDIAN RESOLUTION N®. / 3 BY THE CITY COUNCIL: BIRD, HOAGLUN, ROUNTREE, ZAREMBA A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MERIDIAN, IDAHO, SETTING FORTH CERTAIN FINDINGS AND PURPOSES TO DECLARE SURPLUS PROPERTY AND AUTHORIZING THE MAYOR OF THE CITY OF MERIDIAN TO DONATE SURPLUS PROPERTY TO THE MERIDIAN FOOD BANK. WHEREAS, it is in the best interest of the City of Meridian to declare that ceI•tain property as attached in Exhibit "A" as surplus as these particular items are no longer needed or used by the City of Meridian; WHEREAS, the City of Meridian's purchasing policy and Idaho Code section 50-301 allows surplus City property to be transferred to another local government when the value of the property in question is of nominal value, that is, valued at less than the cost of disposing of the property; WHEREAS, the cost of maintaining the property listed herein until it were sold, if it could be sold, exceeds its value to the City of Meridian and would result in the unnecessary expenditure of City funds; and WHEREAS, the City of Meridian desires to donate the property listed herein as Exhibit "A" to the Meridian Food Bank, Meridian, Idaho, another local government agency. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF MERIDIAN, IDAHO, AS FOLLOWS: Section 1. That the Mayor and City Council hereby authorize and declare that certain property attached hereto as Exhibit "A" is surplus property. Section 2. That the Mayor and City Council hereby authorize the conveyance of the property listed in Exhibit "A", for no monetary consideration, to the Meridian Food Bank, Meridian, Idaho. ADOPTED by the City Council of the City of Meridian, Idaho, this ~ day of February, 2013. i APPROVED by the Mayor of the City of Meridian, Idaho, this ~ day of February, 2013. APPROVED: ATTEST: o~so~ATeD n u~Lsr, ... ~ 'Ty0 ~~ ~ City of E I~I1~~~°~ 9 IDA01 Mayor Tammy de Weerd ~, ,, Jayce .Holman, City Clerk ti Ft r y~~ ~ tk e 7RE ps0~0 v RESOLUTION AUTHORIZING DONATION OF SURPLUS PROPERTY TO THE MERIDIAN FOOD BANK - I of 1 Meridian City Council Meeting DATE: February 5 2013 ITEM NUMBER• 7D PROJECT NUMBER: ITEM TITLE: Public Works: WWTPIant Lab & Administration Discussion and approval of design contracts for the WWTP lab and administrati on buildings to SPF water engineering for the not to exceed amounts of 378 596. $ 00 and $407,986.00 respectively MEETING NOTES ~ r. Community Item/Presentations Presenter Contact Info./Notes CLERKS OFFICE F/NAL ACTION DATE; E-MAILED TO STAFF SENT TO AGENCY SENT TO APPLICANT NOT ES INITIALS Memo To: Jaycee Holman, City Clerk From: Keith Watts, Purchasing Manager CC: Jacy Jones Date: 1131/13 Re: February 5 City Council Department Report The Public Works and Purchasing Departments respectfully request that the followin item be laced on the Februa th g p ry 5 City Council Agenda under Department Report. Desi n Contracts for the Waste Water Treatment Lab and Administration Buildin s to SPF Water Engineering . These agreements are the result of formal solicitations. Recommended Council Action: Discussion and approval of 2 separate agreements to SPF Lab Building Design Services Not-To-Exceed $378,596, and Administration Building Design Services Not-To-Exceed $407,986.00. Thank you for your consideration • Page 1 Standard Dorm of Agreement etween Owner and Architect, Construction Manager as Adviser Edition AGREEMENT made as of the Sixth day of February in the year Two Thousand Thirteen (In worzls, indicate dc~y, nro»tlr and year.) BETWEEN the Architect's client identified as the Owner: (Name, legal status, address and other irrfornration) City of Meridian 33 East Broadway Avenue Meridian, ID 83642 Telephone Number: 208-898-5500 and the Architect: (Nmne, legal staters, address and other information) SPF Water Engineeruig, LLC 300 East Mallard Drive Suite 350 Boise, ID 83706 Telephone Number: 208-383-4140 for the following Project: (Name, location and detailed description) Wastewater Treatment Plant Administration Building 3401 North Ten Mile Road Meridian, ID 83642 A new administration building at the City's wastewater treatment plant. Project includes a 12,000 square foot building at the wastewater treatment plant. The building will include up to three story struchire with exterior observation platform, interpretive center, auditorimn/trauiingrnom, offices, conference/meeting rooms, reception, break room, mechanicaUelectrical, and resh•ooms. The Construction Manager: (Name, legal status, address and other information) Beniton Construction, Inc. 366 SW 5th Avenue Suite 104 Meridian, ID 83642 Telephone Number: 208-884-0027 The Owner and Architect 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 AIA 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 AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Documents A132T^'-2009, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition; A232T~~'-2009, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition; and C132T"'-2009, Standard Form of Agreement Between Owner and Construction Manager as Adviser. AIA Document A232T"'-2009 is adopted in this document by reference. Do not use with other general conditions unless this document is modified. Init. AIA Document 6132T"' - 2009 (formerly 6141 ""CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. This document was produced by AIA software at 10:27:06 on 01/31!2013 under Order No.4696376958_1 which e~ires on 01124/2014, and is not for resale. User Notes: (1450144601) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1. (Note the disposition for the following items by insetting the requested it fot~ttafion or n statement such as "not applicable, " "ttrtktrowtt at time of execution" or "to be defet7nined later by mutual agreement.') § 1.1.1 The Owner's program for the Project: (Identify doctnneutatiou of state the ntatnter in which the program will be developed.) The City of Meridian has completed a Conceptual Evaluation of a New Laboratory and Administration Building for the Meridian WWTP (by CH2M Hill, dated Apri123, 2012). The City also distributed other basis of planning materials with the City's Request for Qualifications for consultant selection. These documents establish the initial estimation of laboratary space requirements and testing areas. § 1.1.2 The Project's physical characteristics: (Identify or describe, if appropriate, size, locntiort, ditttensions, or other pettittettt itrfot~uation, such as geoteclnaical reports; site, bouttdat~~ and topographic sm•t~eys; b•a~c artd utility studies; availability oTpttblic artd private utilities attd set7~ices; legal description of the site; etc.) The existing administration building is approximately 3,600 square feet and will be used as an operations control center. The new administration building will be approximately 12,000 square feet and will include an interpretive center. The entire buildutg will be located within the boundary of the City's wastewater treattent plant. The City will provide information on treatment plant yard piputg and other underground utilities. An updated geotechuical evaluation for the location of the laboratory building expansion will be prepared by Owner's Consultant. § 1.1.3 The Owner's budget for the Cost of the Work, as defined in Section 6.1: (Provide total and, if known, a lute item breakdotvrt.) $3 million Init. AIA Document 6132TM' - 2009 (formerly 8141 T'"CMa -1892). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 2 This document was produced by AIA software at 10:27:06 on 0 1 /3112 0 1 3 under Order No.4696376958_1 which e~ires on 01/24/2014, and is not for resale. User Notes: (1450144601) § 1.1.4 The Owner's anticipated design and construction schedule: .1 Design phase milestone dates, if any: Final design complete: May 31, 2013. .2 Conunencemeut of construction: Approximately August 1, 2013 (or later, depending on the progress of the RV dump relocation and the construction schedule being managed by the Construction Manager). 3 Substantial Completion date or milestone dates: September 30, 2014. .4 Other: Notice to proceed for design: Febntary 6, 2013. § 1.1.5 The Owner intends to retain a Construction Manager adviser and: (Note that, if Multiple Prinre Conh•actors are used, the ter7rr "Contractor" as referz•ed to throughout this Agreement will be as if plural in number.) [ ] One Contractor [ X ] Multiple Prime Contractors [ ] Unknown at time of execution § 1.1.6 The Owner's requirements for accelerated or fast-track scheduling, multiple bid packages, or phased construction are set forth below: (List nznnber and type of bid/proctrrernent packages.) I Construction Manager will issue multiple bid packages. The Construction Manager is responsible for breaking out bid packages from a single set of Constnuction Documents. § 1.1.7 Other Project information: (Identify special charactertistics or needs of the Project notprovided elsela~Trere, such as environmentally responsible design or historic preservation requirements.) LEED silver certification is being sought. § 1.1.8 The Owner identifies the following representative in accordance with Section 5.4: (Lis! name, address and other it for~nalzan.) David Allison 33 East Broadway Avenue Meridian, ID 83642 Telephone Number: 208-898-5500 Email Address: dallison@meridiancity.org § 1.1.9 The persons or entities, ul addition to the Owner's representative, who are required to review the Architect's submittals to the Owner are as follows: (List name, address and outer irrformatiorr.) N/A. Init. AIA Document 6132T"' - 2009 (formerly 6141 n"CMa -1892). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 3 This document was produced by AIA software at 10:27:06 on 01/31/2013 under Order No.4696376958_1 which e~ires on 01/24/2014, and is not for resale. User Notes: (1450144601) § 1.1.10 The Owner will retain the following consultants: (List rurrne, legal status, address arrd other information,) .1 Construction Manager: The Construction Manager is identified on the cover page. If a Construction Manager has not been retained as of the date of this Agreement, state the anticipated date of retention: (See cover.) Constntction Manager is anticipated to be retained on February 6, 2013. .2 Cost Consultant (if ii addition to the Construction Manager): (If a Cost Consultant is refairred, appropriate references to the Cost Corrs:rTtarrt should be inserted in Sections 3.2.6, 3.2.7, 3.3.2, 3.3,3, 3.4.5, 3.4.6, 5.4, 6.3, 6.3.1, 6.4 arrd 11.6.) N/A. 3 Land Surveyor: Civil Survey 1400 East Watertower Street Meridian, ID 83642 .4 Geoteclmical Engiteer: Strata, hic. Dan Gado 8653 West Hackamore Drive Boise, ID 83709 .5 Civil Engineer: N/A. .6 Other consultants: (List any oNrer corrsaltanls retai»ed by flre Ot1,7ter; such as a Project or• Program Manager; or scheduhrrg consaltanl.) Owner will retain Consultant(s) for design and systems integration for Security and Supervisory Conhol and Data Aquisition (SCADA) systems. § 1.1.11 The Architect identities the following representative in accordance with Section 2.3: (List rrarne, address and other it fornrattorr.) David Keil 300 East Mallard Drive Suite 350 Init. AIA Document 6132T'" - 2009 (formerly 8141 TPACMa - 1992). Copyright ©1992 and 2009 by The American Insiitule of Architects. All rights reserved. This document was produced by AIA software at 10:27:06 on 01/3112013 under Order No.4696376958_1 which e~ires on 01/2412014, and is not for resale. User Notes: (1450144601) I Boise, ID 83706 Telephone Number: 208-383-4140 Mobile Number: 208-830-0842 Email Address: dkeil@splhvater.com § 1.1.12 The Architect will retain the consultants identified in Sections 1.1.12.1 and 1.1.12.2: (List /lame, legal slalus, address rn1d other it formation.) § 1.1.12.1 Consultants retauted under Basic Services: .1 Struchtral Engineer: Lochsa Engineering Riley Mahaffey 201 North Maple Cn•ove Road Boise, ID 83704 Telephone Number: 208-342-7168 2 Mechanical Engineer: Musgrove Engneering Charles Paulin 234 South Whisperwood Way Boise, ID 83709 Telephone Number: 208-384-0585 .3 Elech•ical Engineer: Musgrove Engneering Kurt Lechtenberg 234 South Whisperwood Way Boise, ID 83709 Telephone Number: 208-384-0585 § 1.1.12.2 Consultants retained under Additional Services: The Land Cn•oup, 462 East Shore Drive, Suite 100, Eagle, ID 83616. 208-939-4041. Johnson Architects, PC, 36 E Pine Ave, Meridian, ID 83642. 208-846-9033. Sprague Solutions, 615 West Hays Street, Boise, ID 83702. 208-331-7737. § 1.1.13 Other Initial Information on which the Agreement is based: SPF Water Engineering, LLC (SPF) is the prime consultant for this Agreement with the City of Meridian. For the purposes of this Agreement only, the use of the term Architect shall refer to SPF as the firm will bear all rights and responsibilities to perform the services provided herein per the terms and conditions of this Agreement. A firm licensed to perform architecture is the Architect of Record far the project upon execution of Consultant Agreement with SPF. Owner agrees and acknowledges SPF can subcontract services set forth in this agreement. § 1.2 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the schedule, the Architect's services and the Architect's compensation. ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2.1 The Architect shall provide the professional services as set forth in this Agreement. Init. AIA Document B132TP" - 2009 (formerly 8141 n~'CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. . .. ... .. _ . ,.. 5 This document was produced by AfA software at 10:27:06 on 01131/2013 under Order No.4696376958_1 which e~ires on 01l24I2014, and is not for resale. User Notes: (1450144601) § 2.2 The Architect shall perform its services consistent with the professional skill and care orduiarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. § 2.3 The Architect shall provide its services in conjunction with the services of a Construction Manager as described in AIA Document C 132TM-2009, Standard Form of Agreement Between Owner and Construction Manager. The Architect shall not be responsible for actions taken by the Constntetion Manager. § 2.4 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. § 2.5 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. § 2,6 The Architect shall maintain the following insurance for the duration of this Agreement. If any of the requirements set forth below exceed the types and lunits the Architect normally maintains, the Owner shall reimburse the Architect for any additional cost. § 2.6.1 Comprehensive General Liability with policy limits of not less than One Million Dollars and Zero Cents ($ 1,000,000.00 )for each occurrence and in the aggregate for bodily injury and property damage. § 2.6.2 Automobile Liability covering owned and rented vehicles operated by the Architect with policy limits of not less than One Million Dollars and Zero Cents ($ 1,000,000.00 )combined single limit and aggregate for bodily injury and property damage. § 2.6.3 The Architect may use umbrella or excess liability insurance to achieve the requu•ed coverage for Comprehensive General Liability and Automobile Liability, provided that such umbrella or excess insurance results in the same type of coverage as required for the individual policies. § 2.6.4 Workers' Compensation at stahrtory limits and Employers Liability with a policy limit of not Less than N/A ($ )• § 2.6.5 Professional Liability covering the Architect's negligent acts, errors and omissions ui its performance of professional services with policy lunits of not less than One Million Dollars and Zero Cents ($ 1,000,000.00 )per claim and in the aggregate. § 2.6.6 The Architect shall provide to the Owner certificates of insurance evidencing compliance with the requirements in this Section 2.6. The certificates will show the Owner as an additional insured on the Comprehensive General Liability, Automobile Liability, umbrella or excess policies. ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES § 3.1 The Architect's Basic Services consist of those described in Article 3 and include usual and customary structural, mechanical, and electrical engineering services. Services not set forth in this Article 3 are Additional Services. § 3.1.1 The Architect shall manage the Architect's services, consult with the Owner and the Construction Manager, research applicable design criteria, attend Project meetings, communicate with members of the Project team and report progress to the Owner. § 3.1.2 The Architect shall coordnlate its services with those services provided by the Owner, the Constntetion Manager and the Owner's other consultants. The Architect shall be entitled to rely on the accuracy and completeness of services and information fiunished by the Owner, the Constntetion Manager, and the Owner's other consultants. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any en•or, omission or inconsistency in such services or uiformation. Init. AIA Document B132T^~ - 2009 (formerly 8141 "ACMa - 1992)., Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 6 This document was produced by AIA software at 10:27:06 on 01/31/2013 under Order No.4696376958_1 which expires on 01/24/2014, and is not for resale. User Notes: (1450144601) § 3.1.3 As soon as practicable after the date of this Agreement, the Architect shall submit to the Owner and the Construction Manager a schedule of the Architect's services for inclusion in the Project schedule prepared by the Construction Manager. The schedule ofthe Architect's services shall include design milestone dates, anticipated dates when cost estimates or design reviews may occur, and allowances for periods of time required (1) for the Owner's review, (2) for the Constntction Manager's review, (3) for the performance of the Owner's consultants, and (4) for approval of submissions by authorities having jurisdiction over the Project. § 3.1.4 The Architect shall submit information to the Construction Manager and participate in developing and revising the Project schedule as it relates to the Architect's services. § 3.1.5 Once the Owner and the Architect agree to the time limits established by the Project schedule, the Owner and the Architect shall not exceed them, except for reasonable cause. § 3.1.6 The Architect shall not be responsible for an Owner's directive or substihrtion, or for the Owner's acceptance ofnon-conforming Work, made without the Architect's approval. § 3.1.7 The Architect shall, at appropriate tunes, in coordutation with the Construction Manager, contact the governmental authorities required to approve the Construction Documents and the entities providing utility services to the Project. In designing the Project, the Architect shall respond to applicable design requirements imposed by such governmental authorities and by such entities providutg utility services. § 3.1.8 The Architect shall assist the Owner and Construction Manager in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. § 3.2 Schematic Design Phase Services § 3.2.1 The Architect shall review the program and other information fiunished by the Owner and Construction Manager, and shall review laws, codes, and regulations applicable to the Architect's services. § 3.2.2 The Architect shall prepare a preliminary evaluation of the Owner's program, schedule, budget for the Cost of the Work, Project site, and the proposed procurement or delivery method and other Initial Information, each in terms of fhe other, to ascertaui the requirements of the Project. The Architect shall notify the Owner of (1) any inconsistencies discovered ut the information, and (Z) other information or consulting services that may be reasonably needed for the Project. § 3.2.3 The Architect shall present its preluninary evaluation to the Owner and Constntction Manager and shall discuss with the Owner and Construction Manager alternative approaches to design and construction of the Project, including the feasibility of incorporating enviromnentallyresponstble design approaches. The Architect shall reach an understanding with the Owner regarding the requu•ernents of the Project. § 3.2.4 Based on the Project requirements agreed upon with the Owner, the Architect shall prepare and present to the Owner and Constntction Manager, for the Owner's approval, a preliminary design illustrating the scale and relationship of the Project components. § 3.2.5 Based on the Owner's approval of the preluninary design, the Architect shall prepare Schematic Design Documents for the Owner's approval and the Construction Manager's review. The Schematic Design Documents shall consist of drawings and other documents including a site plan, if appropriate, and preliminary building plans, sections and elevations; and may include some combination of study models, perspective sketches, or digital modeling. Preluminary selections of major building systems and constniction materials shall be noted on the drawings or described in writing. § 3.2.5.1 The Architect shall consider environmentally responsible design alternatives, such as material choices and builduig orientation, together with other considerations based on program and aesthetics, in developing a design that is consistent with the Owner's program, schedule and budget for the Cost of the Work. The Owner may obtain other environmentally responsible design services under Article 4. Init. AIA Document B132T"' - 2008 (formerly 8141 TM'CMa - 1892). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 7 This document was produced byAlA software at 10:27:06 on 01/31/2013 under Order No.4696376958_1 which expires on 01/2412014, and is not for resale. User Notes: (1450144601) § 3.2.5.2 The Architect shall consider with the Owner and the Construction Manager the value of alternative materials, building systems and equipment, together with other considerations based on program and aesthetics in developing a design for the Project that is consistent with the Owner's schedule and budget for the Cost of the Work. § 3.2.8 The Architect shall submit the Schematic Design Documents to the Owner and the Construction Manager. The Architect shall meet with the Construction Manager to review the Schematic Design Documents. § 3.2.7 Upon receipt of the Construction Manager's review continents and cost estimate at the conclusion of the Schematic Design Phase, the Architect shall take action as required under Section 6.4, identify agreed upon adjustments to the Project's size, quality or budget, and request the Owner's approval of the Schematic Design Documents. If revisions to the Schematic Design Documents are required to comply with the Owner's budget for the Cost of the Work at the conclusion of the Schematic Design Phase, the Architect shall incorporate the required revisions in the Design Development Phase. § 3.2.8 In the fiirther development of the Drawings and Specifications during this and subsequent phases of design, the Architect shall be entitled to rely on the accuracy of the estimates of the Cost of the Work, which are to be provided by the Constntction Manager under the Consh•uction Manager's agreement with the Owner. § 3.3 Design Development Phase Services § 3.3.1 Based on the Owner's approval of the Schematic Design Documents, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work pursuant to Section 5.4, the Architect shall prepare Desio t Development Documents for the Owner's approval and the Construction Manager's review. The Design Development Documents shall be based upon utfonnation provided, and estimates prepared by, the Construction Manager and shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents uicluduig plans, sections, elevations, typical construction details, and diagranunatic layouts of building systems to fix and describe the size and character of the Project as to architechtral, struchiral, mechanical and electrical systems, and such other elements as maybe appropriate. The Design Development Documents shall also include outline specifications that identify major materials and systems and establish in general their quality levels. § 3.3.2 Prior to the conclusion of the Design Development Phase, the Architect shall submit the Design Development Documents to the Owner and the Construction Manager. The Architect shall meet with the Constntction Manager to review the Design Development Documents. § 3.3.3 Upon receipt of the Construction Manager's information and estimate at the conclusion of the Design Development Phase, the Architect shall take action as requu•ed under Sections GS and 6.6 and request the Owner's approval of the Design Development Documents. § 3.4 Construction Documents Phase Services § 3.4.1 Based on the Owner's approval of the Design Development Documents, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Consh•uctiou Documents for the Owner's approval and the Constr•ttction Manager's review. The Constntction Documents shall illustrate and describe the fitrther development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels ofmaterials and systems and other requirements for the construction of the Work. The Owner and Architect acknowledge that ui order to constntet the Work the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect shall review in accordance with Section 3.6.4. § 3.4.2 The Architect shall incorporate into the Construction Documents the design requirements of governmental authorities having jurisdiction over the Project. § 3.4.3 During the development of the Construction Documents, if requested by the Owner, the Architect shall assist the Owner and the Construction Manager in the development and preparation of (1) bidding and procurement information that describes the time, place and conditions of bidding, including bidding or proposal forms; (2) the form of agreement between the Owner and Contractor; and (3) the Conditions of the Contract for Construction (General, Supplementary and other Conditions); and (4) compile a project manual that utcludes the Conditions of the Contract for Construction and may include bidding requirements and sample forms. Init. AIA Document 6132TM - 2009 (formerly 8141 TMCMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 8 This document was produced by AIA software at 10:27:06 on 01/31/2013 under Order No.4696376958_1 which expires on 01/24/2014, and is not for resale. User Notes: (1450144601) § 3.4.4 Prior to the conclusion of the Construction Documents Phase, the Architect shall submit the Construction Documents to the Owner and the Construction Manager. The Architect shall meet with the Construction Manager to review the Construction Documents. § 3.4.5 Upon receipt of the Construction Manager's information and estimate at the conclusion of the Construction Documents Phase, the Architect shall take action as required under Section 6.7 and request the Owner's approval of the Constniction Documents. § 3.5 Bidding or Negotiation Phase Services § 3.5.1 General The Architect shall assist the Owner and Construction Manager in establishing a list of prospective contractors. Following the Owner's approval of the Constniction Documents, the Architect shall assist the Owner and Construction Manager in (1) obtaining either competitive bids or negotiated proposals; (2) confirming responsiveness of bids or proposals; (3) determining the successfitl bid or proposal, if any; and (4) awarduig and preparing contracts for construction. § 3.5.2 Competitive Bidding § 3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contract Documents. § 3.5.2.2 The Architect shall assist the Owner and Construction Manager in bidding the Project by .1 facilitatntg the reproduction of Bidding Documents for distribution to prospective bidders, .2 participating ui a pre-bid conference for prospective bidders, and .3 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents in the form of addenda. § 3.5.2.3 The Architect shall consider requests for substitutions, if the Bidding Documents permit substitutions, and shall consult with the Construction Manager and prepare and distribute addenda identifying approved substihrtions to all prospective bidders. § 3.5.3 Negotiated Proposals § 3.5.3.1 Proposal Documents shall consist of proposal requirements, and proposed Contract Documents. § 3.5.3.2 The Architect shall assist the Owner and Construction Manager in obtaining proposals by .1 facilitating the reproduction of Proposal Documents for distribution to prospective contractors, and requestnlg their rehun upon completion of the negotiation process; .2 participating ui selection interviews with prospective contractors; and .3 participating ni negotiations with prospective contractors. § 3.5.3.3 The Architect shall consider requests for substitutions, if the Proposal Documents permit substitutions, and shall consult with the Construction Manager and prepare and distribute addenda identifying approved substihitions to all prospective conh•actors. § 3.6 Construction Phase Services § 3.6.1 General § 3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in AIA Document A232TM-2009, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition. If the Owner and Contractor modify AIA Document A232-2009, those modi$cations shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement. § 3.6.1.2 The Architect shall advise and consult with the Owner and Construction Manager during the Construction Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, charge of; or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractor's failure to perform the Work ui accordance with the requirements of the Contract Documents. The Architect shall he responsible for the Architect's negligent acts or Init. AlA Document 6132TM - 2009 (formerly B141 TMCMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 9 This document was produced byAlA software at 10:27:06 on 01/31/2013 under Order No.4696376958_1 which expires on 01/24!2014, and is not for resale. User Notes: (1450144601) omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Construction Manager, or the Contractor or of any other persons or entities performing portions of the Work. § 3.6.1.3 Subject to Section 4.3, the Architect's responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates on the date the Architect issues the fatal Certificate for Payment. § 3.6.2 Evaluations of the Work § 3.6.2.1 The Architect shall visit the site at uttervals appropriate to the stage of construction, or as otherwise required in Section 4.3.3, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine, in general, if the Work observed is being performed ut a mamler indicating that the Work, when fiilly completed, will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of the site visits, the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner and the Construction Manager (1) known deviations from the Contract Documents and from the most recent construction schedule, and (2) defects and deficiencies observed in the Work. § 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents and shall notify the Construction Manager about the rejection. Whenever the Architect considers it necessary or advisable, the Architect, upon written authorization from the Owner and notification to the Construction Manager, shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, utstalled or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performuig portions of the Work. § 3.6.2.3 The Architect shall interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of the Constniction Manager, Owner, or Contractor through the Construction Manager. The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writuig or in the form of drawuigs. When making such interpretations and decisions, the Architect shall endeavor to secure faithhil performance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions rendered in good faith. The Architect's decisions on matters relatuig to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. § 3.6.2.5 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker, as that tern is defined nt AIA Document A232-2009, the Architect shall render initial decisions on Claims between the Owner and Contractor as provided nt the Contract Documents. § 3.6.3 Certificates for Payment to Contractor § 3.6.3.1 The Architect shall review and certify an application for payment not more frequently than monthly. Within seven days after the Architect receives an application for payment forwarded from the Construction Manager, the Architect shall review and certify the application as follows: .1 Where there is only one Contractor responsible for performing the Work, the Architect shall review the Contractor's Application and Certificate for Payment that the Construction Manager has previously reviewed and certified. The Architect shall certify the amount due the Contractor and shall issue a Certificate for Payment in such amount. .2 Where there are Multiple Prime Contractors responsible for performutg different portions of the Project, the Architect shall review a Project Application and Project Certificate for Payment, with a Sununary of Contractors' Applications for Payment, that the Construction Manager has previously prepared, reviewed and certified. The Architect shall certify the amounts due the Contractors and shall issue a Project Certificate for Payment in the total of such amounts. Init. AIA Document 6132T~^ - 2009 (formerly 6141 TM'CMa -1892). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 10 This document was produced by AIA software at 10:27:06 on 01/31/2013 under Order No.4696376958_1 which expires on 01/24/2014, and is not for resale. User Notes: (1450144601) § 3.6.3.2 The Architect's certification for payment shall constitute a representation to the Owner, based on (1) the Architect's evaluation of the Work as provided in Section 3.6.2, (2) the data comprising the Contractor's Application for Pa}nnent or the data comprising the Project Application for Payment, and (3) the recommendation of the Construction Manager, that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject (1) to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion., (2) to results of subsequent tests and 'inspections, (3) to correction of motor deviations from the Contract Documents prior to completion, and (4) to specific qualifications expressed by the Architect. § 3.6.3.3 The issuance of a Certificate for Payment or a Project Certificate for Payment shall 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) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 3.6.3.4 The Architect shall ntaintaun a record of the applications and certificates for payment. § 3.6.4 Submittals § 3.6.4.1 The Architect shall review the Construction Manager's Project submittal schedule and shall not unreasonably delay or withhold approval. The Architect's action ui reviewing submittals transmitted by the Constntetion Manager shall be taken in accordance with the approved submittal schedule or, in flue absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. § 3.6.4.2 In accordance with the Architect-approved Project submittal schedule, and after the Constntetion Manager reviews, approves and transmits the submittals, the Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawuigs, Product Data and Samples, but only for the limited purpose of checking fot• conformance with uifonnation given and the design concept expressed in the Contract Documents. Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions, quantities, and 'installation or performance of equipment or systems, which are the Contractor's responsibility. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any constntction means, methods; techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 3.6.4.3 If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems, materials or equipment, the Architect shall specify the appropriate performance and design criteria that such services must satisfy. The Architect shall review shop drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor that bear such professional's seal and sigttahire when submitted to the Architect The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals. § 3.6.4.4 After receipt of the constntction Manager's recommendations, and subject to the provisions of Section 4.3, the Architect shall review and respond to requests for information about the Contract Documents. The Architect, in consultation with the Consttuction Manager, shall set forth in the Contract Documents the requirements for requests for information. Requests for information shall include, at a minimum, a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. The Architects response to such requests shall be made in writuig within any time limits agreed upon, or otherwise with reasonable promptness. If appropriate, the Architect shall prepare and issue supplemental Drawings and Specifications in response to requests for information. § 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals transmitted by the Construction Manager in accordance with the requirements of the Contract Documents. Init. AIA Document B132TPA - 2009 (formerly 6141 ""CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 11 This document was produced by AIA software at 10:27:06 on 01/31/2013 under Order No.4696378958_1 which expires on 01124/2014, and is not for resale. User Notes: (1450144601) § 3.6.5 Changes in the Work § 3.6.5.1 The Architect shall review and sign, or take other appropriate action, on Change Orders and Construction Change Directives prepared by the Constntction Manager for the Owner's approval and execution in accordance with the Contract Documents. § 3.6.5.2 The Architect may authorize muior changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustmentnt the Contract Sum or an extension of the Contract Time. Such changes shall be effected by written order issued by the Architect through the Construction Manager. § 3.6.5.3 The Architect shall maintaui records relative to changes in the Work. § 3.6.6 Project Completion § 3.6.6.1 The Architect, assisted by the Construction Manager, shall conduct inspections to deterinnie the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion prepared by the Constntction Manager; receive from the Construction Manager and review written warranties and related documents required by the Contract Documents and assembled by the Contractor; and, after receipt of a final Contractor's Application and Certificate for Paytneut or a final Project Application and Project Certificate for Payment from the Constntction Manager, issue a final Certificate for Payment based upon a final nispection indicating the Work complies with the requirements of the Contract Documents. § 3.6.6.2 The Architect's inspections shall be conducted with the Owner and Construction Manager to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Construction Manager and Contractor of Work to be completed or corrected. § 3.6.6.3 When the Work is found to be substantially complete by the Constntction Manager and Architect, and after certification by the Constntction Manager and the Architect, the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor, including the amount to be retained fi•om the Contract Sum, if any, for final completion or correction of the Work. § 3.6.6.4 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shall, without additional compensation, conduct a meeting with the Owner to review the facility operations and performance. ARTICLE 4 ADDITIONAL SERVICES § 4.1 Additional Services listed below are not included in Basic Services but maybe required for the Project. The Architect shall provide the listed Additional Services only if specifically designated in the table below as the Architect's responsibility, and the Owner shall compensate the Architect as provided in Section 1 L2. (Designate the Additiol/al Se/•vices the Architect shall provide ill the second cohnnn of the !able below. Irf the third column irldicate whether t1/e se/vice description is Jocated ill Section 4.2 or in atl attached ea:hibil. If in an exhibit, ident~~ the exhibit.) Services Responsibility (Architect, Ofv~/er or Not Provided) Location of Service Description (Section 4.2 below or in a/r exhibit attnched to this docutnenl ca/d idenlifred below) 4.1.1 Pro ramtniu Not Provided 4.1.2 Multi le reliminar desi is Not Provided 4.1.3 Measured drawin s Not Provided § 4.1.4 Existin facilities sttrve s Owner 4.1.5 Site evaluation and tannin (B203TM-2007 Not Provided 4.1.6 Buildin information modelin Not Provided 4.1.7 Civil en iueerin Architect 4.1.8 Landsca e desi n Architect 4.1.9 Architectural interior desi n (B252TM-2007 Architect 4.1.10 Value anal sis B204TM-2007 Owner (CM) § 4.1.11 Detailed cost estnnatin Owner (CM) Init. AIA Document B132T"' - 2009 (formerly 6141 TM'CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 12 This document was produced by AIA software at 10:27:06 on 01/31/2013 under Order No.4696376958_1 which expires on 01/24!2014, and is not for resale. User Notes: (1450144601) 4.1.12 On-site roject re resentation (B207TM-2008 Owner (CM) 4.1.13 Conformed construction documents Not Provided § 4.1.14 As-desi ned record drawin s Not Provided § 4.1.15 As-constnleted record drawin s Not Provided § 4.1.16 Post occu anc evaluation Not Provided § 4.1.17 Facilit su ort services (B210Tr~2007) Not Provided §.4.1.18 Tenant-related services Owner 4.1.19 Coordination of Owner's consultants Architect 4.1.20 Telecommunications/data desi n Architect 4.1.21 Securit evaluation and lannii (B20(Trr-2007 Owner 4.1.22 Commissionin (B21 ITAr-2007 Not Provided 4.1.23 Extensive environmental) res onsible desi i Not Provided 4.1.24 LEED' certification (B214TM-2007) Architect 4.1.25 Historic reservation (B205T"r-2007 Not Provided § 4.1.26 Furniture, funtishiigs, and equipment design (B253TM-2007) Architect § 4.2 Insert a description of each Additional Service designated in Section 4.1 as the Architect's responsibility, if not fi~rther described in an exhibit attached to this doeutnent. Civil engiieering includes design of graduYg, drainage, and paving. Landscape design includes irrigation and landscaping planting. Coordination of Owner's consultants ilchides communication with geoteehnieal engineer and land surveyor tuider contract with Owner. § 4.3 Additional Services may be provided after execution of this Agreement, without iivalidatiig the Agreement. Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this Section 4.3 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect's schedule. § 4.3.1 Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to provide the following services until the Architect receives the Owner's written authorization: .1 Services necessitated by a change in the Initial Information, previous instntctions or reconunendations given by the Construction Manager or the Owner, or approvals given by the Owner, or a material change in the Project including, but not united to, size, quality, complexity, building systems, the Owner's schedule or budget for Cost of the Work, constntctabilitycousiderations, procurement or delivery method, or bid packages in addition to those listed in Section L 1.6; .2 Making revisions ii Drawings, Specifications, or other documents (as required pursuant to Section 6.7), when such revisions are required because the Construction Manager's estimate of the Cost of the Work exceeds the Owner's budget, except where such excess is due to changes initiated by the Architect in scope, capacities of basic systems, or the kinds and quality of materials, finishes or equipment; .3 Services necessitated by the Owner's request for extensive environmentally responsible design alternatives, such as unique system designs, in-depth material research, energy modeling, or LEED® certification; .4 Changing or editiig previously prepared Instruments of Service necessitated by the enachnent or revision of codes, laws or regulations or official interpretations; .5 Services necessitated by decisions of the Owner or Construction Manager not rendered in a timely manner or any other failure of performance on the part of the Owner, Construction Manager or the Owner's other consultants or contractors; .6 Preparing digital data for transmission to the Owner's consultants and contractors, or to other Owner authorized recipients; .7 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner or Construction Manager; Init, AIA Document 6132'~~' - 2009 (formerly 8141 T"'CMa - 1892). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 13 This document was produced by AIA software ai 10:27:06 on 01/31/2013 under Order No.4696376958_1 which expires on 01124/2014, and is not for resale. User Notes: (1450144601) .8 Preparation for, and attendance at, a public presentation, meeting or hearing; .9 Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto; .10 Evaluation of the qualifications of bidders or persons providing proposals; .11 Consultation concerning replacement of Work resulting fi•om fire or other cause during constnictiou; or .12 Assistance to the Initial Decision Maker, if other than the Architect. § 4.3.2 To avoid delay in the Construction Phase, the Architect shall provide the following Additional Services, notify the Owner with reasonable promptness, and explaut the facts and cu•cumstances giving rise to the need. If the Owner subsequently determines that all or parts of those services are not required, the Owner shall give prompt written notice to the Architect, and the Owner shall have no further obligation to compensate the Architect for those services: .1 Reviewing a Contractor's submittal out of sequence from the initial Froject submittal schedule agreed to by the Architect; .2 Responduig to the Contractor's requests for information that are not prepared ui accordance with the Contract Documents or where such information is available to the Contractor from a carefitl study and comparison of the Contract Documents, field conditions, other Owner-provided information, Contractor-prepared coordination drawings, or prior Project correspondence or documentation; .3 Preparing Change Orders, and Construction Change Du~ectives that require evaluation of Contractor's proposals and supporting data, or the preparation or revision of Instruments of Service; .4 Evaluating an extensive number of Claims as the Initial Decision Maker; .5 Evaluating substitutions proposed by the Owner, Construction Manager or Contractor and making subsequent revisions to Instruments of Service resulting therefrom; or .6 To the extent the Architect's Basic Services are affected, providing Construction Phase Services 60 days after (1) the date of Substantial Completion of the Work or (2) the anticipated date of Substantial Completion, identified in Initial Information, whichever is earlier. § 4.3.3 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional Services. When the limits below are reached, the Architect shall notify the Owner: .1 One (1) reviews of each Shop Drawing, Product Data item, sample and similar submittals of the Contractor .2 Thirty-two (32 )visits to the site by the Architect over the duration of the Project during construction .3 Four (4) inspections for any portion of the Work to determnee whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 Two (2) inspections for any portion of the Work to determine final completion § 4.3.4 Ifthe services covered by this Agreement have not been completed within Nineteen (19 ) months of the date of this Agreement, through no fault of the Architect, extension of the Architect's services beyond that tune shall be compensated as Additional Services. ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. Within 15 days after receipt of a written request from the Architect, the Owner shall fiirnish the requested information as necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights. § 5.2 The Owner shall retain a Constriction Manager to provide services, duties and responsibilities as described in AIA Document C 132-2009, Standard Form of Agreement Between Owner and Construction Manager. The Owner shall provide the Architect a copy of the executed agreement between the Owner and the Construction Manager, and any fiu•ther modifications to the agreement. § 5.3 The Owner shall fiirnish the services of a Construction Manager that shall be responsible for creating the overall Project schedule. The Owner shall adjust the Project schedule, if necessary, as the Project proceeds. Init. AIA Document 6132 T^' - 2009 (formerly 8141 TMCMa - 1882). Copyright ©1992 and 2009 by The American instituie of Architects. All rights reserved. 14 This document was produced by AIA software at 10:27:06 on 01/31/2013 under Order No.4696376958_1 which expires on 01!24/2014, and is not for resale. User Notes: (1450144601) § 5.4 The Owner shall establish and periodically update the Owner's budget for the Project, uncluding (1) the budget for the Cost of the Work as defined ui Section 6.1, (2) the Owner's other costs, and (3) reasonable contingencies related to all of these costs. The Owner shall fitrnish the services of a Construction Manager that shall be responsible for preparing all estimates of the Cost of the Work. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Architect and the Construction Manager. The Owner and the Architect, ui consultation with the Construction Manager, shall thereafter agree to a corresponding change in the budget for the Cost of the Work or in the Project's scope and quality. § 5.4.1 The Owner acknowledges that accelerated, phased or fast-track scheduluig provides a benefit, but also carries with it associated risks. Such risks include the Owner uteunuig costs for the Architect to coordinate and redesign portions of the Project affected by procuring or ulstallutg elements of the Project prior to the completion of all relevant Construction Documents, and costs for the Contractor to remove and replace previously installed Work. If the Owner selects accelerated, phased or fast-track scheduling, the Owner agrees to include in the budget for the Project sufficient contingencies to cover such costs. § 5.5 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The Owner shall render decisions and approve the Architect's submittals ni a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 5.6 The Owner shall fitrnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and hies of streets, alleys, pavements and adjoining property and stntchu•es; designated wetlands; adjacent drainage; rights-of=way, restrictions, easements, encroachments, zonuig, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existnig buildings, other improvements and trees; and information concerting available utility services and lines, both public and private, above and below grade, nicluduig inverts and depths. All the information on the survey shall be referenced to a Froject benchmark. § 5.7 The Owner shall fitrnish services of geotechnical engineers, which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recornrnendations. § 5.8 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect's request, the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants. The Owner shall fiirtish the services of consultants other than those designated in this Agreement, or authorize the Architect to fiumish them as an Additional Service, when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants maintain professional Iiability uisurance and other liability insurance as appropriate to the services provided. § 5.9 The Owner shall fitrnish tests, inspections and reports required by law or the Contract Documents, such as shuchu•al, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 5.10 The Owner shall fitrnish all legal, insurance and aceountnig services, including auditing services, that maybe reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 5.11 The Owner shall provide prompt written notice to the Architect and Construction Manager if the Owner becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect's Instruments of Service. § 5.12 Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, the Owner shall endeavor to communicate with the Contractor through the Construction Manager, and shall contemporaneously provide the same communications to the Architect about matters arising out of or relating to the Contract Documents. Conumutications by and with the Architect's consultants shall be through the Architect. § 5.13 Before executing the Contract for Construction, the Owner shall coordinate the Architect's duties and responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement. The Init. AIA Document 6132T"^ - 2009 (former{y 8141 T~^CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. <, 15 This document was produced byAlA software at 10:27:06 on 01/31/2013 under Order No.4696376958_1 which e~ires on 01I24I2014, and is not for resale. User Notes: (1450144601) Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor, including the General Conditions of the Contract for Construction. § 5.14 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Construction Manager and Contractor to provide the Architect access to the Work wherever it is in preparation or progress. ARTICLE 6 COST OF THE WORK § 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include the contractors' general conditions costs, overhead and profit. The Cost of the Work includes the compensation of the Construction Manager and Construction Manager's consultants duruig the Construction Phase only, including compensation for reimbursable expenses at the job site, if any. The Cost of the Work does not include the compensation of the Architect, the costs of the land, rights-of--way, financing, contingencies for changes in the Work or other costs that are the responsibility of the Owner. § 6.2 The Owner's budget for the Cost of the Work is provided in Initial hlformation, and maybe adjusted throughout the Project as required under Sections 5.4 and 6.4. Evaluations of the Owner's budget for the Cost of the Work represent the Architect's judgment as a design professional. § 6.3 The Owner shall require the Construction Manager to include appropriate contingencies for design, bidding or negotiating, price escalation, and market conditions in estimates of the Cost of the Work. The Architect shall be entitled to rely on the accuracy and completeness of estimates of the Cost of the Work the Construction Manager prepares as the Architect progresses with its Basic Services. The Architect shall prepare, as an Additional Service, revisions to the Drawings, Specifications or other documents required due to the Construction Manager's uiaecuracies or incompleteness in preparing cost estimates. The Architect may review the Construction Manager's estunates solely for the Architect's guidance in completion of its services, however, the Architect shall report to the OGVner any material inaccuracies and inconsistencies noted durutg any such review. § 6.3.1 If the Architect is providing detailed cost estimating services as an Additional Service, and a discrepancy exists between the Construction Manager's cost estimates and the Architect's cost estimates, the Architect and the Construction Manager shall work cooperatively to conform the cost estimates to one another. § 6.4 If, prior to the conclusion of the Design Development Phase, the Conshuction Manager's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work, the Architect, ul consultation with the Constntction Manager, shall make appropriate recommendations to the Owner to adjust the Project's size, quality or budget, and the Owner shall cooperate with the Architect ul making such adjustments. § 6.5 If the estimate of the Cost of the Work at the conclusion of the Design Development Phase exceeds the Owner's budget for the Cost of the Work, the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; .2 ui consultation with the Architect and Constntction Manager, revise the Project program, scope, or quality as requu•ed to reduce the Cost of the Work; or .3 implement any other mutually acceptable alternative. § 6.6 If the Owner chooses to proceed under Sectiolt 6.5.2, the Architect, without additional compensation, shall incorporate the required modifications in the Construction Documents Phase as necessary to comply with the Owner's budget far the Cast of the Work at the conclusion of the Design Development Phase Services, or the budget as adjusted under Section 6.5. L The Architect's modification of the Constntction Documents shall be the limit of the Architect's responsibility as a Basic Service under this At•ticle 6. § 6.7 After incorporation of modifications under Section 6.6, the Architect shall, as an Additional Service, make any required revisions to the Drawings, Specifications or other documents necessitated by subsequent cost estimates that exceed the Owner's budget for the Cost of the Work, except when the excess is due to changes niitiated by the Architect ut scope, basic systems, or the knids and quality of materials, finishes or equipment. Init. AIA Document 61327"' - 2008 (formerly 8141 TM'CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. ,, o, ... 16 / This document was produced by AIA software at 10:27:06 on 01131/2013 under Order No.4696376958_1 which expires on 01/24/2014, and is not for resale. User Notes: (1450144601) ARTICLE 7 COPYRIGHTS AND LICENSES § 7.1 The Architect and the Owner wan•ant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project If the Owner and Architect intend to transmit hnstruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions. § 7.2 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instnuments of Service, including the Drawings and Specifications, and shall retain all common law, stahrtory and other reserved rights, includutg copyrights. Submission or distribution of Instniments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be constnied as publication in derogation of the reserved rights of the Architect and the Architect's consultants. § 7.3 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to use the Architect's histrurnents of Service solely and exclusively for purposes of constnicting, using, maintaining, altering and adding to the Project, provided that the Owner substantially performs its obligations, uiehtdulg prompt payment of all sums when due, under this Agreement. The Architect shall obtain sinular nonexclusive licenses from the Architect's consultants consistent with this Agreement The license granted under this section permits the Owner to authorize the Contractor, Construction Manager, Subcontractors, Sub-subcontractors, and material or equipment suppliers, as well as the Owner's consultants and separate contractors, to reproduce applicable portions of the Instruments of Service solely and exclusively for use in performing services or construction for the Project. If the Architect rightfiilly terminates this Agreement for cause as provided in Section 9.4, the license granted in this Section 7.3 shall terminate. § 7.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instrttntents of Service, the Owner releases the Architect and Architect's consultant(s) from all claims and causes of action arising from such uses. The Owner, to the extent permitted bylaw, fi~rther agrees to indenmify and hold harmless the Architect and its consultants from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise fi•om the Owner's use of the Instruments of Service under this Section 7.3.1. The tennis of this Section 7.3.1 shall not apply if the Owner rightfi~lly terminates this Agreement for cause under Section 9.4. § 7.4 Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or nnplied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the brstrumeuts of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. ARTICLE 8 CLAIMS AND DISPUTES § 8.1 General § 8.1.1 The Owner and .Architect shall commence all claims and causes of action, whether in contract, tort, or otherwise, against the other arisntg out of or related to this Agreement in accordance with the requirements of the method of binding dispute resolution selected in this Agreement within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Architect waive all claims and causes of action not conunenced in accordance with this Section 8.1.1. § 8.1.2 To the extent damages are covered by property iustu•ance, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A232-2009, General Conditions of the Contract for Construction. The Owner or the Architect, as appropriate, shall require of the Construction Manager, contractors, consultants, agents and employees of any of theta similar waivers in favor of the other parties enumerated herein. § 8.1.3 The Architect shall indenuiify and hold the Owner and the Owner's officers and employees harmless from and against damages, losses and judgments arising li•ont claims by third parties, including reasonable attorneys' fees and expenses recoverable under applicable law, but only to the extent they are caused by the negligent acts or omissions of the Architect, its employees and its consultants in the performance of professional services under this Agreement. The Init. AIA Document B132TM - 2009 (formerly 6141 T~~CMa -1882). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved, 17 / This document was produced by AIA software at 10:27:06 on 01131/2013 under Order No.4696376958_1 which e~lres on 01/2412014, and is not for resale. User Notes: (1450144601) Architect's duty to indetmtify the Owner under this provision shall be limited to the available proceeds of insurance coverage. § 8.1.4 The Architect and Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termuiation of this Agreement, except as specifically provided in Section 9.7. § 8.1.5 Architect shall not be required to sign any documents, no matter by whom requested, that would result in Architect's having to certify, guaranty, or warrant the existence of conditions that Architect cannot ascertaut. § 8.2 Mediation § 8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 8.2.2 The Owner and Architect shall endeavor to resolve clauns, disputes and other matters in question between them by mediation which, unless the parties lnuhially agree otherwise, shall be administered by the American Arbitration Association in accordance with its Consh•uction Industry Mediation Procedures ui effect on the date of the Agreement. A request for mediation shall be made ui writing, delivered to the other party to the Conh•act, and filed with the person or entity admutisterutg the mediation. The request maybe made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resohrtion proceedings, which shall be stayed penduig mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the arbih•ator(s) and agree upon a schedule for later proceedings. § 8.2.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is nmhially agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements ui any court having jurisdiction thereof. § 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding dispute resolution shall be the following: (check the appropriate box, If the Otvner and Architect do not select a rrtetDtod of binding disprde resohrtion below, or do not subsequently agree in wr•iti/tg to a binding dispute resolution method other than litigation, the dispute will be resolved in n court of contpeterlt jr/risdicfiort.) [ ] Arbitration pursuant to Section 8.3 of this Agreement [ X) Litigation ui a court of competent jurisdiction [ ] Other: (Sped, f ~) (Paragraphs deleted) ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Architect ui accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give seven days' written notice to the Owner before suspending services. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resunung services, the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the rentauting services and the tune schedules shall be equitably adjusted. Ihlt. AIA Document B132~"' - 2009 (formerly B141'^"CMa -1992), Copyright ©1992 and 2009 by The American Institute of Architects. Ali rights reserved. 18 This document was produced by AIA software at 10:27:06 on 01/3112013 under Order No.4696376958_1 which expires on 01/24/2014, and is not for resale. User Notes: (1450144601) § 9.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect, the Architect may terminate this Agreement by giving not less than seven days' written notice. § 9.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform ni accordance with the terYns of this Agreement through no fault of the party initiating the termination. § 9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. § 9.6 In the event of termutation not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 9.7. § 9.7 Ternination Expenses are in addition to compensation for the Architect's services and include expenses directly attributable to termination for which the Architect is not otherwise compensated, plus an amount for the Architect's anticipated profit on the value of the services not performed by the Architect. § 9.8 The Owner's rights to use the Architect's Instrtunents of Service in the event of a ternination of this Agreement are set forth in Article 7 and Section 11.9. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located, except that if the parties have selected arbitration as the method of bindutg dispute resolution, the Federal Arbitration Act shall govern Section 8.3. § 10.2 Ternts in this Agreement shall have the same meaning as those in AIA Document A232-2009, General Conditions of the Contract for Construction. § 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor theArchitect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement. § 10.4 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Architect for review at least 14 days prior to execution. The Architect shall not be required to execute certificates or consents that would requu•e knowledge, services or responsibilities beyond the scope of this Agreement. § 10.5 Nothuig contained in this Agreement shall create a contractual relationship with or a cause of action ul favor of a third party against either the Owner or Architect. § 10.6 Unless otherwise required in this Agreement, the Architect shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure ofpersons to, hazardous materials or toxic substances in any form at the Project site. § 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary utfornration if the Owner has previously advised the Architect in writing of the specific Init. AIA Document 6132TM - 2008 (formerly 6141 T~"CMa - 1982). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. . 19 This document was produced by AIA software at 10:27:06 on 01/31/2013 under Order No.4696376958_1 which expires on 01/24/2014, and is not for resale. User Notes: (1450144601) information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. § 10.8 If the Architect or Owner receives information specifically designated by the other party as "conf dential" or "business proprietary," the receiving patty shall keep such information strictly confidential and shall not disclose it to any other person except to (1) its employees, (2) those who need to know the content of such information ui order to perform services or construction solely and exclusively for the Project, or (3) its consultants and contractors whose contracts include similar restrictions on the use of confidential information. ARTICLE 11 COMPENSATION § 11.1 For the Architect's Basic Services described under Article 3, the Owner shall compensate the Architect as follows: (blsert amount of, or' basis for; compensation.) Architect's fee for Basic Services is a lump sum amount of $352,157, including subconsultants and reimbursibles. § 11.2 For Additional Services designated in Section 4.1, the Owner shall compensate the Architect as follows: (brsert amount of, or basis, for•, comperlsa/iort, If uecessaT7~, lis7 specifrc services to which par7icular rrretlrods of compensation apply.) Architect's fee for these additional services is a lump sum amount of $55,829, nicluduig subconsultants and reimbursibles. § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.3, the Owner shall compensate the Architect as follows: (Inser•l amount of, or basis for•, compeusatiorr.) Time and materials based on the labor rate schedule identified ni Section 11.7 and associated reimbursible expenses identified in Section 11.8, including subconsultants fee with 10% markup and expenses with I O% markup. § 11.4 Compensation for Additional Services of the Architect's consultants when not inchrded in Sections 11.2 or 11.3, shall be the amount invoiced to the Architect plus Ten percent ( 10 %), or as otherwise stated below: § 11.5 Wlrere compensation for Basic Services is based on a stipulated sum or percentage of the Cost of the Work, the compensation for each phase of services shall be as follows: Schematic Design Phase Twenty-five percent ( 25 %) Design Development Phase Fifteen percent ( 15 %) Construction Documents Phase Thirty-five percent ( 35 %) Bidding or Negotiation Phase Five percent ( 5 %) Construction Phase Twenty percent ( 20 %) Total Basic Compensation one hundred percent ( 100 %) The Owner acknowledges that witlt an accelerated Project delivery or multiple bid package process, the Architect may be providing its services in multiple Phases simultaneously. Therefore, the Architect shall be permitted to invoice monthly in proportion to services performed ut each Phase of Services, as appropriate. § 11.6 When compensation is based on a percentage of the Cost of the Work and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 11.5 based on (1) the lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent estimate of the Cost of the Work prepared by the Construction Manager for such portions of the Project. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. Init. AIA Document 6132TM - 2009 (formerly 6141 ""CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. ., 20 This document was produced by AIA software at 10:27:06 on 0113112013 under Order No.4696376958_1 which expires on 01124/2014, and is not for resale. User Notes: (1450144601) § 11.7 The hourly billing rates for services of the Architect and the Architect's consultants, if any, are set forth below. The rates shall be adjusted in accordance with the Architect's and Architect's consultants' normal review practices. (If upplicnble, attach cm exlribtt of hour•Iy billing rates or zrrser-t lhent belotn.) Exhibit A. Employee or Category Rate ($0.00) § 11.8 Compensation for Project Related Expenses § 11.8.1 Project Related Expenses are included iu compensation for Basic and Additional Services and are as follows: .1 Teleconferences; .2 AIA contract documents software; and .3 Two single seat licenses of e-Builder document management software. .4 Printing, reproductions, plots, standard form documents; .5 Postage, handling and delivery; (Paragraphs deleted) Should other project related expenses become necessary, these expenses will be authorized by Owner in writing and Architect's total compensation adjusted prior to ilcutrilg the expense. (Paragraph deleted) § 11.9 Compensation for Use of Architect's Instruments of Service If the Owner terminates the Architect for its convenience under Section 9.5, or the Architect terminates this Agreement under Section 9.3, the Owner shall pay a licensing fee as compensation for the Owner's continued use of the Architect's Instruments of Service solely for purposes of completing, using and maintaining the Project as follows: Licensing fee equal to the fee for services performed prior to to termination for convenience. § 11.10 Payments to the Architect § 11.10.1 An initial payment of Zero Dollars and Zero Cents ($ 0.00 )shall be made upon execution of this Agreement and is the miiimum payment under this Agreement. It shall be credited to the Owner's account ui the final invoice. § 11.10.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect's invoice. Amounts unpaid Thirty (30 )days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the priicipal place of business of the Architect. (Iirser! rate of monthly or a»mral irrleresf agreed upon.) Zero. % 0% § 11.10.3 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or liquidated damages on the Architect, or to offset stuns requested by or paid to contractors far the cost of changes in the Work unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding. § 11.10.4 Records of Reimbursable Expenses, expenses pertaining to Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at muhially convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: For the purposes of this Agreement, the term Engineer and the term Architect maybe used interchangeably. Init. AIA Document B132TM - 2009 (formerly 8141 TM'CMa -1992). Copyright ©1992 and 2009 by The American Instituie of Architects. All rights reserved. 21 This document was produced by AIA software at 10:27:06 on 01131/2013 under Order No.4696376958_1 which expires on 01/24/2014, and is not for resale. User Notes: (1450144601) ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement Wray be amended only by written instt•tunent signed by both Owner and Architect. § 13.2 This Agreement is comprised of the following documents listed below: .1 AIA Document B132TM-2009, Standard Form Agreement Between Owner and Architect, Consttliction Manager as Adviser Edition .2 AIA Document E201T°'-2007, Digital Data Protocol Exhibit, if completed, or the following: None. .3 AIA Document E202TM-2008, Building filformation Modeling Protocol Exhibit, if completed, or the .following: None. .4 Other documents: (List outer docznnenfs, if any, irlchlding additional scopes of sen~ice,formillg part of the Agreeulenl.) Architeehlral Interior Design (B252-2007). LEED certification (B214-2012). Furnihire, fiirnishings, and equipment design (B253-2007). See attached Exhibit B. This exhibit includes Rendering #1, Rendering #2, Rendering #3, 3 pages of floor plan, and 1 page preliminary site plan from the proposal to the City of Meridian and depicts the general concept of the wastewater treatment administration building. This scope of services includes schematic design, desib i development, constnuction documents, bid period, and construction admutistration services related to the general concept depicted in these exhibits. Init. AIA Document B132T"' - 2009 (formerly 8141 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 22 This document was produced by AIA software at 10:27:06 on 01/31/2013 under Order No.4696376958_1 which e~ires on 01124/2014, and is not for resale. User Notes; (1450144601) i This Agreement is entered into as of the day and year first written above. Init. CITY OF MERIDIAN (OWNER) .~° ,: ,~. BY: TAMMY de WEER ,MAYOR ~_, SPF WATER ENGINEERING, LLC Dated: ~" 5- j~ (Roue deleted) Approved by Council: o~ " ~ " ~ Attest: • ., ~--- JA EE L. LMAN, CITY CLERK Purchasing Approval BY: KEITH WATTS, Purchasing Manager City Project Manager G'==; BY: CATHY COOPEf~, Manager ~._~ Dated: ~ ~~~ ~~, BY: TERRY SCANLAN, Man ~~ 23 AIA Document 8132*"' - 2009 (formerly 8141'"'CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. / This document was produced by AIA software at 10:27:06 on 01/31/2013 under Order No.4696376958_1 which expires on 01/2412014, and is not for resale. User Notes: (1450144601) ~j `® ,~®® ~ _ Standard Form ofArchitect's Services: LEED° Certification for the following PROJECT: (Name a~~d location or address) Wastewater Treatment Plant Administration Building Meridian, ID THE OWNER: (Nm~1e, legal status and address) City of Meridian 33 East Broadway Avenue, Suite 106 Meridian, ID 83642 THE ARCHITECT: (Nm~1e, legnl status and address) SPF Water Engineering, LLC 300 E Mallard Drive, Suite 350 Boise, ID 83706 This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document provides the Architect's scope of services only and must be used with an owner- architect agreement. It may be used with AIA Document G802T^^-2007, Amendment to the Professional Services Agreement, to create a modification to any owner-architect agreement. THE AGREEMENT This Standard Form of Architect's Services is part of or modifies the accompanying Owner-Architect Agreement (hereinafter, the Agreement) dated the sixth day of February ni the year two thousand and thirteen. (In 1a~ords, indicate day, molltll and year.) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 LEED CERTIFICATION SERVICES 3 ADDITIONAL SERVICES 4 OWNER'S RESPONSIBILITIES 5 COMPENSATION 6 MISCELLANEOUS PROVISIONS 7 SPECIAL TERMS AND CONDITIONS Init. AIA Document B214T"' - 2012. Copyright ©2004, 2007 and 2012 by The American Institute of Architects. All rights reserved. ` "' ~ _ This 7 document was created on 01/16/2013 10:20:32 under the terms of AIA Documents on Demand's Order No. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. ARTICLE 1 INITIAL INFORMATION § 1.1 The Architect's performance of the services set forth in this document is based upon the following information. Material changes to this information may entitle the Architect to Additional Services. (List below info/mation, inchrding a list of the Orr~r~er's co/~sadtants acrd other conditio~as or asstnnptioras, flaat will affect the Alchitect's pet fol•marrce.) § 1.1.1 The Owner has established a goal for the Project to achieve Leadership in Energy and Environmental Design (LEED) Certification at the level set forth below: (List level ofLEED Cef•tificatiwr, e.g. Platir7um, Gold, Silver, Cert~ed) Silver under the following United States Green Building Council (USGBC) LEED Green Building Rating System and version: (List the LEED G~•eelr Building Ratillg System a/1d applicable versl~olr tmgeted for the Project.) LEED 2009 New Construction and Major Renovations § 1.2 Check one box below to indicate whether the Architect is responsible, under the accompanying Owner-Architect Agreement, for preparation of the Conhact Documents and submission of the necessary construction documents to the public authority having jurisdiction over the Project (the Prime Architect); or whether the Architect is not responsible for preparation of the Contract Documents under the accompanying Owner-Architect Agreement, and is providing services under this Standard Form of Architect's Services only as a LEED consultant to the Owner (LEED Consulting Architect): ^X Prime Architect ^ LEED Consulting Architect If the Architect is performing the Architect's services as the Prime Architect, the Architect shall perform the services set forth in this Standard Form of Architect's Services but shall not perforni the services described in Section 2.8. If the Architect is performing the Architect's services as the LEED Consulting Architect, the Architect shall perform the services set fot•th in this Standard Form of Architect's Services but shall not perforni the services described in Section 2.7. ARTICLE 2 LEED CERTIFICATION SERVICES § 2.1 The Architect shall review applicable criteria for achieving the targeted level of LEED Certification identified in Section 1.1.1 and shall consult with the Owner with regard to such requirements. The Architect shall attend meetings during the Design and Construction Phases, communicate with members of the Project team, and issue progress reports as appropriate to coordinate the LEED Certification process for the Project. § 2.2 The Architect shall coordinate the LEED Certification Services provided by the Architect and the Architect's consultants with those services provided by the Owner and the Owner's consultants. The Architect shall be entitled to rely on the accuracy and completeness of services and information furnished by the Owner and the Owner's consultants. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error, omission or inconsistency in such services or information related to the LEED Certification of the Project. § 2.3 LEED Certification Agreements The Architect shall provide the Owner with copies of all agreements required by the Green Building Certification Institute (GBCI) or the USGBC to register the Project and pursue the anticipated LEED Certification. The Owner and Architect will review the agreements, and confirm that the terms of those agreements are acceptable to the Owner, before the Architect perfornls the LEED Certification Services under this Article 2. The Owner agrees to execute all documents required by the GBCI or the USGBC to be executed by the Owner, including any documentation required to establish the authority of the Architect as an agent of the Owner for the limited purpose of pursuing LEED Certification. AIA Document B214T~A - 2012. Copyright ©2004, 2007 and 2012 by The American Institute of Architects. All rights reserved. Init. ~ B This 2 document was created on 01/16/2013 10:20:32 under the terms of AIA Documents on Demand"' Order No. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 2.4 LEED Workshop No later than the conclusion of the Schematic Design Phase, the Architect shall conduct a LEED Workshop with the Owner and, as requested by the Architect, with the Owner's consultants and the Architect's consultants, during which the attendees will: review the LEED Green Building Rating System; examine LEED credits to be targeted, utilizing the appropriate Green Building Rating System Project Checklist, and identify potential LEED points associated with those credits; examine strategies for implementation of the targeted LEED credits; and discuss the potential impact of the targeted LEED credits on the Project schedule and Owner's program and budget. § 2.5 LEED Certification Plan § 2.5.1 Following the LEED Workshop, the Architect shall prepare a LEED Certification Plan based on the targeted LEED credits. The LEED Certification Plan shall consist of, at a minimum, the appropriate Green Building Rating System Project Checklist indicating the targeted LEED credits; the Owner's LEED Certification goal; information describing the Owner's, the Owner's consultants', the Contractors and the Architect's responsibilities for each LEED credit; and a list of the LEED Documentation, as set forth in Section 2.6.2, required from each of them. The Architect shall submit the LEED Certification Plan to the Owner for the Owner's approval. § 2.5.1.1 Following the Owner's approval of the LEED Certification Plan, the Architect shall provide the services specifically identified as the responsibility of the Architect in the LEED Certification Plan and any approved changes to the LEED Certification Plan. If the LEED Certification Plan requires the Architect to provide services necessitated by a change in the Initial Information, previous inshuctions or approvals given by the Owner, or a material change in the Project, those services shall be provided pursuant to Section 3.3. § 2.5.2 Subject to Section 3.1 or Section 3.2, the Architect shall make adjustments to the LEED Certification Plan, as the design and construction of the Project progresses, to reflect any changes approved by the Owner. § 2.6 Project Registration and Submission of LEED Documentation to the GBCI § 2.6.1 The Architect, as agent for the Owner, shall register the Project with the GBCI. Registration fees and airy other fees charged by the GBCI, and paid by the Architect, shall be a reimbursable expense and shall be credited against any initial payment received pursuant to Section 5.4. § 2.6.2 The Architect shall collect documentation, calculations and submittals necessary to meet the LEED Certification requirements (LEED Documentation) from the Owner, the Owner's consultants and the Contractor, and organize and manage the LEED Documentation as necessary for the LEED Certification process. § 2.6.3 Subject to Section 3.1 or Section 3.2, and provided the Architect receives timely notice from the Owner or the GBCI, the Architect shall prepare and file necessary documentation with the GBCI to appeal a ruling or other interpretation denying a minimum program requirement, prerequisite, or credit or point necessary to achieve the LEED Certification. § 2.6.4 Subject to Section 3.1 or Section 3.2, the Architect shall prepare and submit the LEED Certification Application for the Project to the GBCI, including any required supporting documentation, in accordance with the LEED Certification Plan. § 2.6.5 Subject to Section 3.1 or Section 3.2, the Architect shall prepare responses to, and submit additional documentation required by, comments or questions received from the GBCI. § 2.6.6 Any certification, declaration or affirmation the Architect makes to the GBCI shall not constitute a warranty or guarantee to the Owner or the Owner's contractors or consultants. § 2.7 Services Performed Only by the Prime Architect Pursuant to Section 1.2 § 2.7.1 LEED Certification Drawings and Specifications The Architect shall prepare Construction Documents that incorporate the requirements of the LEED Certification Plan, as appropriate. § 2.7.2 In order to achieve LEED Certification, the Project may require the use of materials and equipment that have had limited testing or verification of performance. The Architect maybe unable to deterniine that the materials or equipment will perform as represented by the manufacturer or supplier. The Architect shall discuss with the Owner the proposed use of such materials or equipment and potential effects on LEED Certification of the Project that may occur if the materials or equipment fail to perform in accordance with the manufacturer's or supplier's representation. The Owner AIA Document 6214T'" - 2012. Copyright ©2004, 2007 and 2012 by The American Institute of Architects. All rights reserved. ` Init. This document was created on 01/16/2013 10:20:32 under the terms of AIA Documents on Demand' Order No. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. will render a written decision regarding the use of such materials or equipment. In the event the Owner elects to proceed with the use of such materials or equipment, the Architect shall be permitted to rely on the manufacturer's or supplier's representations and shall not be responsible for any damages arising from failure of the material or equipment to perform in accordance with the manufacturer's or supplier's representations. § 2.7.3 LEED Certification Services during Bidding or Negotiation § 2.7.3.1 The Architect shall conduct apre-bid conference to receive questions regarding Bidding Documents related to LEED Certification. § 2.7.3.2 The Architect shall prepare responses to questions from prospective bidders and provide clarifications and interpretations of the Bidding Documents, related to LEED Certification, to all prospective bidders in the forni of addenda. § 2.7.3.3 The Architect shall consider requests for substitutions, if the Bidding Documents permit substitutions, and shall prepare and distribute addenda identifying approved substitutions, related to LEED Certification, to all prospective bidders. § 2J.3.4 The Architect shall assist the Owner with evaluating information in bids or proposals and deternination of the successful bid or proposal, if any, related to LEED Certification. § 2.7.4 LEED Certification Services during Construction § 2.7.4.1 The Architect shall review properly prepared, timely requests by the Contractor for additional information about the Conriact Documents, related to LEED Certification, that include a detailed written statement indicating the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. § 2.7.4.2 The Architect shall prepare supplemental Drawings, Specifications and other information in response to requests for information by the Contractor related to LEED Certification. § 2.7.4.3 The Architect, as a representative of the Owner, shall visit the site at intervals appropriate to the stage of construction, or as otherwise required in Section 3.1.4, to become generally familiar with and to keep the Owner informed about the progress of the portions of the Work related to LEED Certification. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect shall not have control over, charge of, or be responsible for, the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work. § 2.7.4.4 Subject to Section 3.1, the Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples for the limited purpose of checking for conformance with applicable LEED credit requirements. The Architect's action shall betaken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner, Owner's consultants or Conh•actor, while allowing sufficient tune in the Architect's professional judgment to perniit adequate review. Review of such submittals is not for the purpose of determining the accuracy and completeness of other infortation such as dimensions, quantities, and installation or perforniance of equipment or systems, which are the Contractor's responsibility. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 2.7.4.5 The Architect shall review properly prepared, timely requests by the Owner, Owner's consultants or Contractor for changes in the Work related to LEED Certification. A properly prepared request for a change in the Work shall be accompanied by sufficient supporting data and infomation to pettnit the Architect to make a reasonable determination, without extensive investigation or preparation of additional drawings or specifications, whether the requested changes in the Work are materially different fiom the requirements of the LEED Certification Plan. § 2.7.4.6 If the Architect deternines that implementation of a requested change in the Work would result in a material effect on LEED Certification, the Architect shall notify the Owner, who may authorize further investigation of such change. Based upon the Architect's investigation and information furnished by the Contractor, if any, the Architect shall make recommendations to the Owner regarding the implementation of the requested changes. Init. AIA Document B214TP'' - 2012. Copyright ©2004, 2007 and 2012 by The American Institute of Architects. All rights reserved. ~ This 4 document was created on 01/16(2013 10:20:32 under the terms of AIA Documents on Demand`"' Order No. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 2.8 Services Performed Only by the LEED Consulting Architect Pursuant to Section 1.2 § 2.8.1 LEED Certification Drawings and Specifications The Architect shall review the Schematic Design Documents, Design Development Documents and Construction Documents, advise the Owner of potential impediments to the achievement of LEED Certification or targeted credits or points, and discuss remedial options with the Owner. The Architect shall not be responsible for discovering errors or omissions in the Schematic Design Documents, Design Development Documents and Construction Documents or violation of any applicable codes. § 2.8.2 LEED Certification Services during Bidding or Negotiation § 2.8.2.1 The Architect, if requested by the Owner, shall attend apre-bid conference, conducted by the Owner or the Owner's consultants, to receive questions regarding Bidding Documents related to LEED Certification. § 2.8.2.2 The Architect shall assist the Owner and the Owner's consultants with providing clarifications and interpretations of the Bidding Documents related to LEED Certification. § 2.8.2.3 The Architect shall assist the Owner and the Owner's consultants with review of substitutions related to LEED Certification, if the Bidding Documents perniit substitutions. § 2.8.2.4 The Architect shall assist the Owner and the Owner's consultants with evaluating information in bids or proposals related to LEED Certification. § 2.8.3 LEED Certification Services during Construction § 2.8.3.1 The Architect shall assist the Owner and the Owner's consultants in reviewing requests by the Contractor for additional infor-rnation about the Contract Documents related to LEED Certification. § 2.8.3.2 The Architect shall provide advice and recommendations to the Owner and the Owner's consultants regarding supplemental Drawings, Specifications and other information that may be developed by the Owner and the Owner's consultants in response to requests for information by the Contractor related to LEED Certification. § 2.8.3.3 Subject to Section 3.2, the Architect shall provide advice and recommendations to the Owner and Owner's consultants regarding the Contractor's submittals such as Shop Drawings, Product Data and Samples for the limited purpose of checking for conforniance with applicable LEED credit requirements. The Architect's action shall be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner, Owner's consultants or Contractor, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not for the purpose of deternining the accuracy and completeness of other information such as dimensions, quantities, and installation or perfornlance of equipment or systems, which are the Conhactor's responsibility. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's recommendations regarding a specific item shall not indicate approval of an assembly of which the item is a component. § 2.8.3.4 The Architect shall provide advice and recommendations to the Owner and the Owner's consultants regarding requests by the Owner, Owner's consultants or Contractor for changes in the Work related to LEED Certification. § 2.8.3.5 If the Architect deternlines that implementation of a requested change in the Work would result in a material effect on LEED Certification, the Architect shall notify the Owner, who may authorize further investigation of such change. Based upon the Architect's investigation and information furnished by the Contractor, if any, the Architect shall make recommendations to the Owner regarding the implementation of the requested changes. § 2.9 Project Completion § 2.9.1 For purposes of this Standard Form of Architect's Services, Substantial Completion shall be defined in accordance with AIA Document A201T"'-2007. Verification that the Project has achieved LEED Certification, or the actual achievement of LEED Certification, shall not be a condition precedent to the issuance of a Certificate of Substantial Completion. § 2.9.2 If the Architect's Service required under this Standard Form of Architect's Services have not been completed within six ( 6 )months after the date of Substantial Completion, through no fault of the Architect, extension of the Architect's services under this Standard Form of Architect's Services beyond that time shall be compensated as Additional Services. AIA Document B214T'" - 2012. Copyright ©2004, 2007 and 2012 by The American Institute of Architects. All rights reserved. ' "~ Init. ~ This 5 document was created on 01/16/2013 10:20:32 under the terms of AIA Documents on Demand"' Order No. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. ARTICLE 3 ADDITIONAL SERVICES § 3.1 If the Architect is perforning its services as the Prime Architect pursuant to Section 1.2, the Architect shall provide LEED Certification Services exceeding the limits set forth below as Additional Services. When the limits below are reached, the Architect shall notify the Owner: .1 One ( 1 )adjustments to the LEED Certification Plan .2 One ( 1 )meetings during the Design and Construction Phases required to define, develop and incorporate the items included in the LEED Certification Plan into the Contt•act Documents .3 One ( 1 )reviews of each Shop Drawing, Product Data item, sample and similar submittal of the Contractor related to LEED Certification .4 Four ( 4 )visits to the site by the Architect over the duration of the Project during construction, beyond those established in the Agreement, and specifically related to LEED Certification .5 One ( 1 )submittals to the USGBC/GBCI .6 One ( 1 )responses to the USGBC/GBCI's comments and questions ,7 Zero ( 0 )appeals to the GBCI pursuant to Section 2.6.3 § 3.2 If the Architect is performing its services as the LEED Consulting Architect pursuant to Section 1.2, the Architect shall provide LEED Certification Services exceeding the limits set forth below as Additional Services. When the limits below are reached, the Architect shall notify the Owner: .1 N/A ( - )adjustments to the LEED Certification Plan .2 N/A ( -)meetings during the Design and Construction Phases, required to define, develop and incorporate the items included in the LEED Certification Plan into the Contract Documents .3 N/A ( - )reviews of each Shop Drawing, Product Data item, sample and similar submittal of the Contractor related to LEED Certification .4 N/A ( - )submittals to the USGBC/GBCI .5 N/A ( - )responses to the USGBC/GBCI's comments and questions .6 N/A ( - )appeals to the GBCI pursuant to Section 2.6.3 § 3.3 Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances givuig rise to the need. The Architect shall not proceed to provide the following services until the Architect receives the Owner's written authorization: .1 Preparation of design and documentation, related to LEED Certification, for alternate bid or proposal requests proposed by the Owner; .2 LEED Certification Services necessitated by a change in the Initial Information, previous instructions or approvals given by the Owner, or a material change in the Project including, but not limited to, size, quality, complexity, the Owner's schedule or budget for Cost of the Work, or procurement or delivery method; .3 Changing or editing previously prepared Instruments of Service, including the LEED Certification Plan, necessitated by changes in the requirements to achieve the LEED Certification goals established for the Project. ARTICLE 4 OWNER'S RESPONSIBILITIES § 4.1 The Owner shall furnish a program setting forth the Owner's objectives, schedule, conshaints and criteria, including system requirements and relationships, special equipment and site requirements. § 4.2 The Owner shall provide to the Architect any information requested by the Architect that is relevant and necessary for achievement of LEED Certification, including design drawings; construction documents; record drawings; shop drawings and other submittals; operation and maintenance manuals; master plans; building operation costs; building operation budgets; pertinent records relative to historical building data, building equipment and furnishuigs; and repair records. § 4.3 The Owner shall provide access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress as necessary for the Architect to provide the LEED Certification Services. § 4.4 The Owner shall furnish the services of design consultants, testing agencies, and contractors necessary to allow the Architect to provide the LEED Certification Services. Init. AIA Document B214T"' - 2012. Copyright ©2004, 2007 and 2012 by The American Institute of Architects. All rights reserved. This 6 ~ document was created on 01/16/2013 10:20:32 under the terms of AIA Documents on Demand"' Order No. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 4.5 Based on the Owner's approval of the LEED Certification Plan and any approved changes to the LEED Certification Plan, the Owner shall perforni those items identified as the responsibility of the Owner in the LEED Certification Plan or as otherwise required by the Conhact Documents. The Owner shall require that each of its contractors and consultants perform the consultant's or contractor's services in accordance with the LEED Certification Plan. § 4.6 The Owner shall comply with the requirements of the USGBC or the GBCI as they relate to the Project both during construction and after completion of the Project. § 4.7 The Owner shall be responsible for preparing, filing, and prosecuting appeals to the GBCI, or taking any other action deterniined by the Owner to be necessary or desirable, arising from the revocation or reduction of an awarded LEED Certification. § 4.8 Unless otherwise provided in the Agreement, or in Article 7 of this Standard Form of Architect's Services, the Owner shall provide an independent commissioning agent for the Project. § 4.9 The Owner shall advise the Architect of any proposed changes to the Project which may affect the LEED Certification Plan. ARTICLE 5 COMPENSATION § 5.1 For the Architect's LEED Certification Services described under Article 2, the Owner shall compensate the Architect as follows: (Insert amoan~t of, or basis for, conTpensation.) Architect's fee for these additional services is a lump sum amount of $63,236, including subconsultants, reunbursibles, and LEED certification fees to the United States Green Building Council (Project Registration, Reference Guide, Design Review, and Construction Review). § 5.2 For Additional Services that may arise during the course of the Project, including those under Sections 3.1 or 3.2, and 3.3, the Owner shall compensate the Architect as follows: (h~sert nnroul~t of, or basis fog; compensation.) Per Section 11.3 of the Standard Form Agreement between Owner and Architect, Construction Manager as Adviser Edition (B l 32-2009). § 5.3 Compensation for Additional Services of the Architect's consultants when not included in Section 5.2, shall be the amount invoiced to the Architect plus ten percent ( 10 %), or as otherwise stated below: § 5.4 Upon incorporation of this Standard Form of Architect's Services as part of the Agreement, an initial payment to the Architect of zero ($ 0 )shall be made for registration fees and other fees payable to the GBCI and necessary to achieve the LEED Certification. The Atchitect's payments to the GBCI shall be credited to the Owner's account at the time the expense is incurred. Init. AIA Document B214TM - 2012. Copyright ©2004, 2007 and 2012 by The American Institute of Architects. All rights reserved. `' t ~ This 7 document was created on 01/16/2013 10:20:32 under the terms of AIA Documents on Demand`"' Order No. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. ARTICLE 6 MISCELLANEOUS PROVISIONS § 6.1 In the event of a conflict between the terms of this Standard Form of Architect's Services and the terms of the accompanying Owner-Architect Agreement, the terms of this Standard Fo17n of Architect's Services shall conh•ol. § 6.2 The Owner and Architect acknowledge that LEED Certification is awarded by an independent third party organization, and is dependent on factors beyond the Architect's conhol, such as the Owner's use and operation of the Project; the Work provided by the Contractor or the work or services provided by the Owner's other conh•actors or consultants; or interpretation of LEED credit requirements by the GBCI. Accordingly, the Architect does not warrant or guarantee that the Project will be granted LEED Certification. § 6.3 In addition to any other waiver of consequential damages in the accompanying Owner-Architect Agreement, the Architect and Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Standard Form of Architect's Services, including failure of the Project to achieve LEED Certification or the level of LEED Certification indicated in the LEED Certification Plan; failure to achieve one or more LEED credits or points; unachieved energy savings; unintended operational expenses; lost financial or tax incentives; or unachieved gains in worker productivity. Except as specifically provided in the Agreement, or in Article 7 of this Standard Form of Architect's Services, this mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination of the Agreement. § 6.4 Solely for the pm~ose of obtaining or maintaining LEED Certification, the Architect grants the Owner a nonexclusive license to submit the Architect's Instruments of Service, directly or through third parties, to the USGBC or the GBCI to comply with the requirements imposed by the USGBC or the GBCI and further grants the Owner a nonexclusive license to allow the USGBC or the GBCI to publish the Instruments of Service in accordance with the policies and agreements required by the USGBC or the GBCI. The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Standard Form of Architect's Services. The license granted in this Section 6.4 is valid only if the Owner substantially performs its obligations, uicluding prompt payment of all sums when due, under the Agreement and this Standard Form of Architect's Services. If the Architect rightfully te1•rninates the Agreement for cause, the license granted in this Section 6.4 shall terminate. ARTICLE 7 SPECIAL TERMS AND CONDITIONS Special teams and conditions that modify this Standard Form of Architect's Services: LEED" Certification, if any, are as follows: For the purposes of this Agreement, the term Engineer and the term Architect may be used interchangeably. AIA Document B214T'A - 2012. Copyright ©2004, 2007 and 2012 by The American Institute of Architects. All rights reserved. Init. ~ This $ document was created on 01 /16/2013 10:20:32 under the terms of AIA Documents on Demand'' Order No. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. ~ - ~_ ~~ ~1 TM ,_'~~ _~ ~ 1`~_ Standard Form of Architect's .Services: Architectural Interior Design for the following PROJECT: (Name and location or~ add~•ess) Wastewater Treahnent Plant Adminisri•ation Building THE OWNER: (Name, legal status mrd address) City of Meridian 33 East Broadway Avenue, Suite 106 Meridian, ID 83642 THE ARCHITECT: (Nmne, legal status and address) SPF Water Engineering, LLC 300 E Mallard Drive, Suite 350 Boise, ID 83706 This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document provides the Architect's scope of services only and must be used with an owner- architect agreement. It may be used with AIA Document G802T"'-2007, Amendment to the Professional Services Agreement, to create a modification to any owner-architect agreement. THE AGREEMENT This Standard Form of Architect's Services is part of or modifies the accompanying Owner-Architect Agreement (hereinafter, the Agreement) dated the sixth day of February uT the year two thousand and thirteen. (bllvords, indicate day, month and year.) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECTURAL INTERIOR DESIGN SERVICES 3 ADDITIONAL SERVICES 4 OWNER'S RESPONSIBILITIES 5 COST OF THE WORK 6 COMPENSATION 7 SPECIAL TERMS AND CONDITIONS AIA Document 8252T"'' - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. Init. This 1 t document was created on 01/16/2013 10:20:33 under the terms of AIA Documents-on-DemandT'~' order no. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. „n,oncoaa ARTICLE 1 INITIAL INFORMATION The Architect's performance of the services set forth in this document is based upon the following infornation. Material changes to this information may entitle the Architect to Additional Services. (List belotir~ i/lfornaatiw~ that 11~i11 affect tlae Architect's pe/fornta/ace, i/cluding /he Of1~ne/•'s Bi/dget for the Cost of the lfrork, a~ad t7ae 01f~ner's anticipated dates for conmaence/r/ent of consb•uction and Substa/1tia1 Comp/etion) ARTICLE 2 ARCHITECTURAL INTERIOR DESIGN SERVICES § 2.1 The Architect shall manage and administer the Architectural Interior Design Services. The Architect shall consult with the Owner, research applicable criteria, attend Project meetings, communicate with members of the Project team and issue progress reports. The Architect shall coordinate the services provided by the Architect and the Architect's consultants with those services provided by the Owner and the Owner's consultants. § 2.2 The Architect shall prepare, and periodically update, a schedule of Architectural Interior Design Services that identifies milestone dates for decisions required by the Owner, services furnished by the Architect and completion of documentation to be provided by the Architect. The Architect shall coordinate the Architectural Interior Design Services schedule with the Owner's Project schedule. § 2.3 The Architect shall submit documents to the Owner at intervals appropriate to the process for purposes of evaluation and approval by the Owner. The Architect shall be entitled to rely upon approvals received fiom the Owner to complete the Architectural Interior Design Services. § 2.4 Except with the Owner's knowledge and consent, the Architect shall not (1) accept bade discounts; (2) have a significant financial interest; or (3) undertake any activity or employment or accept any contribution if it would reasonably appear that such activity, employment, interest or contribution could compromise the Architect's professional judgment. § 2.5 Programming Phase Services § 2.5.1 The Architect shall consult with representatives of the Owner to review the applicable requirements of the Project in order to understand the goals and objectives of the Owner with respect to thew impact on the Owner's space requirements. § 2.5.2 The Architect shall review the requirements necessary for the various Project functions, relationships or operations, such as those for existing and projected personnel, space, furniture, furnishings and equipment, operating procedures and communications. § 2.5.3 The Architect shall assist the Owner in the preparation of a budget for the Work and a Project schedule. § 2.5.4 The Architect shall gather iiiforYnation to be furnished by the Owner's representatives to aid the Architect in understanding the Owner's present, short-term and long-term personnel and space requirements, including special equipment needs, organizational shucture, adjacencies and workflow. § 2.5.5 The Architect shall conduct interviews with the Owner's representatives and shall observe existing conditions at the Owner's facilities. § 2.5.6 The Architect shall develop personnel space standards based upon an evaluation of the functional requirements and standards of the Owner. Personnel space standards shall take into consideration the design and layout of furniture system workstation environments, if applicable. The proposed space standards shall be submitted for the Owner's review and approval. Init. AIA Document B252T'" - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. This 2 / document was created on 01/16/2013 10:20:33 under the terms of AIA Documents-on-DemandT'•' order no. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 2.5.7 The Architect shall develop a general understanding of the Owner's equipment requirements, including data and teleconmlunications equipment, reproduction equipment and the corresponding environmental conditions required to maintain such equipment. § 2.5.8 The Architect shall prepare a written summary of observations and make recommendations with respect to the planning of the facility. The Architect shall prepare a written space program for the Owner's review and approval. § 2.6 Pre-Lease Analysis and Feasibility Phase Services § 2.6.1 At the request of the Owner, the Architect shall evaluate alternative buildings with respect to the Owner's programmatic requirements. The number of alternative buildings shall be specified in Article 7. § 2.6.2 The Architect shall review the alternative buildings with respect to gross, usable or rentable area, building configuration and architectural features. § 2.6.3 The Architect shall prepare one (1) test floor plan in each alternate building. § 2.6.4 The Architect shall review the quality and quantity of the building standards being offered in the landlord's workletter. § 2.6.5 The Architect shall report to the Owner observations and reconmiendations based on the evaluation of the alternative buildings. § 2.7 Schematic Design Phase Services § 2.7.1 Based on the approved written program, the Architect shall prepare for the Owner's approval adjacency diagrams showing the general functional relationships for both personnel and operations: § 2.7.2 The Architect shall review with the Owner alternative designs and methods for procurement of the furniture, furnishings and equipment, and shall notify the Owner of anticipated impacts that such designs and methods may have on the Owner's program, financial and time requirements, and the scope of the Project. § 2.7.3 Upon approval of the adjacency diagrams, the Architect shall prepare a space plan that delineates the location of walls, doors, windows, rooms, offices, workstation areas and special use areas to conforni to program requirements. The Architect shall submit the space plan for the Owner's review and approval. § 2.7.4 The Architect shall prepare the design concept for the Project, indicating the types and quality of finishes and materials and furniture, furnishings and equipment. § 2.7.5 The Architect shall assist the Owner in the preparation of a preliminary Project schedule and when the Project requirements have been sufficiently identified, the Architect shall prepare a preliminary estimate of the Cost of the Work. § 2.8 Design Development Phase Services § 2.8.1 Based on the approved Schematic Design, the Architect shall prepare and present, for approval by the Owner, Design Development Documents, which shall consist of drawings and other documents describing the size and character of the interior conshuction of the Project. § 2.8.2 The Architect shall obtain product data and prepare illustrations for furniture, furnishings and equipment as maybe appropriate for the Project, including specially designed items or elements, to indicate finished appearance and functional operation. § 2.8.3 The Architect shall illustrate the architectural and decorative character of the Project. Such illustrations may include drawings, plans, elevations, sections, renderings, photographs, and samples of actual materials, colors and finishes. § 2.8.4 The Architect shall assist the Owner in the preparation of adjushnents to the preliminary schedule and estimate of the Cost of the Worlc. AIA Document B252T"' - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. Init. This 3 / document was created on 01/16/2013 10:20:33 under the terms of AIA Documents-on-DemandT"" order no. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 2.9 Contract Documents Phase Services § 2.9.1 Based on the approved Design Development Documents and other documents including schedule and estimate of the Cost of the Worlc, the Architect shall prepare Consh•uction Documents for the Owner's approval. The Construction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings, Specifications and other documents required to describe the interior construction necessary for the Project. § 2.9.2 The Contract Documents shall include plans, elevations, sections, schedules, details and specifications required to describe the interior conshuction work. § 2.9.3 The Architect shall prepare, for the Owner's approval, documents describing the requirements for the procurement, fabrication, shipment, delivery and installation of furniture, furnishings and equipment for the Project. § 2.9.4 The Architect shall assist the Owner in the preparation of the necessary Quotation and Bidding Documents. § 2.9.5 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. § 2.10 Bidding and Quotation Phase Services § 2.10.1 Following the Owner's approval of the Contract Documents, the Architect shall assist the Owner in establishing a list ofprospective contractors for construction and vendors for furniture, furnishings and equipment. § 2.10.2 The Architect shall assist the Owner in obtaining competitive bids or negotiated proposals for conshuction and quotations for furniture, furnishings and equipment. § 2.10.3 Bidding Documents shall consist of bidding requirements and the proposed Contract Documents. § 2.10,4 Quotation Documents shall consist of quotation requirements and the proposed Contract Documents. § 2.10.5 The Architect shall prepare written responses to questions from prospective contractors and vendors and provide written clarifications and interpretations of the Bidding and Quotation Documents in the form of addenda. § 2.10.6 The Architect shall assist the Owner in reviewing bids and quotations. The Architect shall assist the Owner in awarding and preparing agreements for the Project. § 2.10.7 If the Owner and Architect agree that the Architect will purchase furniture, furnishings and equipment on behalf of the Owner with funds provided by the Owner, the duties and compensation related to such additional services shall be set forth in a separate agreement. § 2.11 Construction Phase Services § 2.11.1 General § 2.11.1.1 The Architect shall provide administration of the Contract between the Owner and Contractor as set forth below and in the AIA Docmnent A201 2007, General Conditions of the Contract for Construction. If the Owner and the Contractor modify AIA Document A2012007, those modifications shall not affect the Architect's services under the Agreement unless the Owner and the Architect amend the Agreement. § 2.11.1.2 The Architect shall advise and consult with the Owner during the Construction Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in the Agreement unless otherwise modified by written amendment. The Architect shall not have conriol over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, fabrication, procurement, shipment, delivery or installation, or for safety precautions and programs in comiection with the Work, nor shall the Architect be responsible for the Conh•actor's failure to perform the Work in accordance with the requirements of the Contract Documents, The Architect shall be responsible for the Architect's negligent acts or omissions but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. AIA Document B252T''' - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. Init. This 4 / document was created on 01 /16/2013 10:20:33 under the terms of AIA Documents-on-DemandT'~" order no. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 2.11.1.3 Subject to Section 3.3, the Architect's responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terninates on the date the Architect issues the final Certificate for Payment. § 2.11.1.4 The Architect shall interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Conh•actor. The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 2.11.1.5 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable fiom the Conh•act Documents and shall be in writing or in the form of drawings. When making such interpretations and decisions, the Architect shall endeavor to secure faithful performance by both the Owner and Conhactor, shall not show partiality to either, and shall not be liable for the results of interpretations or decisions rendered in good faith. The Architect's decisions on matters relating to aesthetic effect shall be fmal if consistent with the intent expressed in the Contract Documents. § 2.11.1.6 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker, as that term is defined in A201-2007, the Architect shall render initial decisions on Claims between the Owner and Contractor as provided in the Contract Documents. § 2.11.2 Evaluations of the Work § 2.11.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required in Section 3.3.3, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine, in general, if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of the site visits the Architect shall keep the Owner reasonably infornied about the progress and quality of the portion of the Work completed, and report to the Owner (1) known deviations fiom the Contract Documents and fiom the most recent construction schedule submitted by the Conhactor, and (2) defects and deficiencies observed in the Work. § 2.11.2.2 The Architect has the authority to reject Work that does not conforn to the Conhact Documents. Whenever the Architect considers it necessary or advisable, the Architect shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the Work. § 2.11.3 Certificates for Payment to Contractor § 2.11.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such amounts. The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's evaluation of the Work as provided in Section 2.11.2 and on the data comprising the Conh•actor's Application for Payment, that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to (1) an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion; (2) the results of subsequent tests and inspections; (3) the correction of minor deviations from the Contract Documents prior to final completion; and (4) specific qualifications expressed by the Architect. § 2.11.3.2 The issuance of a Certificate for Payment shall 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 of construction, fabrication, procurement, shipment, delivery or installation; (3) reviewed copies of requisitions received from subcontractors and material suppliers and other data requested by the Owner to substantiate the Conh•actor's right to payment; or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 2.11.3.3 The Architect shall maintain a record of the Applications and Certificates for Payment AIA Document 6252T"' - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. Init. 5 . This / document was created on 01/16/2013 10:20:33 under the terms of AIA Documents-on-DemandT'" order no. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 2.11.4 Submittals § 2.11.4.1 The Architect shall. review and approve the Contractor's submittal schedule and shall not unreasonably delay or withhold approval. The Architect's action in reviewing submittals shall be taken in accordance with the approved submittal schedule or, in the absence of an approved submittal schedule, with reasonable promptness, while allowing sufficient time in the Architect's professional judgment to perniit adequate review. § 2.11.4.2 In accordance with the Architect-approved submittal schedule, the Architect shall review and approve or take other appropriate action upon the Conh•actor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with inforniation given and the design concept expressed in the Contract Documents. Review of such submittals is not for the purpose of determining the accuracy and completeness of other inforniation such as dimensions, quantities, and installation or perforniance of equipment or systems, which are the Conri•actor's responsibility. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedm•es of construction, fabrication, h•ansportation or installation. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 2.11.4.3 If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems, materials or equipment, the Architect shall specify the appropriate performance and design criteria that such services must satisfy. The Architect shall review Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor that bear such professional's seal and signature when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals. § 2.11.4.4 Subject to Section 3.3, the Architect shall review and respond to requests for information about the Contract Documents. The Architect shall set forth in the Conhact Documents the requirements for requests for information. Requests for information shall include, at a minimum, a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. The Architect's response to such requests shall be made in writing within any time limits agreed upon, or otherwise with reasonable promptness. If appropriate, the Architect shall prepare and issue supplemental Drawnigs and Specifications in response to requests for information. § 2.11.4.5 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. § 2.11.5 Changes in the Work § 2.11.5.1 The Architect may authorize minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in Contract Sum or an extension of the Contract Time. Subject to Section 3.3, the Architect shall prepare Change Orders and Consh•uction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. § 2.11.5.2 The Architect shall maintain records relative to Changes in the Work. § 2.11.6 Construction Completion § 2.11.6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion; receive from the Conh•actor and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Conhact Documents and assembled by the Contractor; and issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. § 2.11.6.2 The Architect's inspection shall be conducted with the Owner to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. AIA Document B252T'" - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. Init. i This document was created on 01 /16/2013 10:20:33 under the terms of AIA Documents-on-DemandT'•^ order no. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 2,11.6.3 When the Work is found to be substantially complete, the Architect shall inforn the Owner about the balance of the Contract Sum remaining to be paid the Contractor, including the amount to be retained from the Conh•act Sum, if any, for final completion or correction of the Work. § 2.11.6.4 The Architect shall forward to the Owner the following information received from the Conhactor: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (2) affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner against liens; and (3) any other documentation required of the Contractor under the Contract Documents. § 2.12 Furniture, Furnishings and Equipment Contract Administration Phase Services § 2.12.1 The Architect shall provide administration of the contracts for furniture, furnishings and equipment only as set forth below and in AIA Document A251 T"~-2007, General Conditions of the Contract for Furniture, Furnishings and Equipment. § 2.12.2 The Architect shall assist the Owner in coordinating schedules for fabrication, delivery and installation of the Work, but shall not be responsible for any failure of a vendor to meet schedules for completion or to perform its respective duties and responsibilities in conformance with such schedules. § 2.12.3 The Architect shall review and approve or take other appropriate action upon the Vendor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with infotniation given and the design concept expressed in the Conhact Documents. § 2.12.4 As the buyer of goods, the Owner shall receive, inspect and accept or reject furniture, furnishings and equipment at the time of their delivery to the premises and installation unless otherwise provided. The Architect is not authorized to act as the Owner's agent in contractual matters. § 2.12.5 The Architect shall review final placement and inspect for damage, quality, assembly and function in order to detertnine that furniture, furnishings and equipment are in accordance with the requirements of the Contract Documents. The Architect may recommend to the Owner acceptance or rejection of furniture, furnishings and equipment. § 2.12.6 The Architect shall visit the Project premises at intervals appropriate to the stage of the Vendor's installation to become generally familiar with, and to keep the Owner informed about, the progress and quality of the portion of the Work completed and to detetnline, in general, if the Work observed is being perfortued in a mamier indicating that the Work, when fully completed, will be in accordance with the Contract Documents. The Architect shall not have conriol over, charge of, or responsibility for the means, methods, techniques, sequences or procedures, fabrication, shipment, delivery or installation, or for the safety precautions and programs in connection with the Work. ARTICLE 3 ADDITIONAL SERVICES § 3.1 In addition to the Architectural Interior Design Services described above, the Architect shall provide Additional Services only if specifically designated below as the Architect's responsibility. The Architect shall perform such Additional Services in accordance with a service description provided in Section 3.2 or attached as an exhibit to this services document. (Designate the Additional Se~7~ices the Architect shall provide in the second colu»v7 of the table below. ha die third column indicate whether the service description is located in Sectio~r 3.2 or in m7 ea:hibit attached to this se~7~ices docmr~ent. If in an exhibit, ident~~ the exhibit) Services Responsibility (Architect, O>7>>7er or Not Provided Location of Service Description (Sectio~7 3.2 beloly or m1 exhibit attached to this document a~zd identi aed below § 3.1.1 Measured Drawin s Not Provided § 3.1.2 Existin FF&E Inventor Not Provided § 3.1.3 Valuations/A raisals of Existin FF&E Not Provided § 3.1.4 S ecial Studies and Surve s Not Provided § 3.1.5 Gra hics & Si na e Desi n Not Provided Init. AIA Document B252T'^ - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. ~r .This / document was created on 01/16/2013 10:20:33 under the terms of AIA Documents-on-DemandT'" order no. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. Services Responsibility (Architect, Owner or Not Provided Location of Service Description (Section 3.2 below w• an ea:hibit attached to t1/is docul~lerlt and ideTltifred belolt~ § 3.1.6 Art Selection and/or Procurement Not Provided § 3.1.7 S ecial Consultants Architect Inter retive Center and interiors § 3.1.8 Studies Related to Future FF&E Not Provided § 3.1.9 Detailed Cost Estimates Owner CM § 3.1.10 Detailed Quotation Review Not Provided § 3.1.11 Receive/Ins ect/Acce t/Reject Furniture Owner CM § 3.1.12 Post-Occu anc Evaluations Not Provided § 3.1.13 O eratin Cost Anal sis Not Provided § 3.1,14 Extendin Services after Project Com letion Not Provided § 3.1.15 Reviewin Extensive Number of Claims Owner CM § 3.1.16 Vendor Default Services Not Provided § 3.1,17 Dama e Re lacement Consultin Owner (CM) § 3.1.18 Public or Le al Proceedin s Activities Owner (CM) § 3.1.19 On-Site Project Re resentation B207T"'-2008 Owner § 3,1.20 E ui ment Testin and Trainin Not Provided § 3.2 Insert a description of each designated Additional Service the Architect shall provide if not further described in an exhibit attached to this document. Special Consultants will be retained by Architect to prepare a plan for the hrterpretive Center and design interiors for the Wastewater Administration Building. § 3.3 Additional Services may be provided after execution of the Agreement, without invalidating the Agreement. Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this Section 3.3 shall entitle the Architect to compensation pursuant to Section 6.3, and an appropriate adjustment in the Architect's schedule. § 3.3.1 Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to provide the following services until the Architect receives the Owner's written authorization: .1 Services necessitated by a change in the Initial Information, previous instructions or approvals given by the Owner, or a material change in the Project including, but not limited to, size, quality, complexity, the Owner's schedule or budget for Cost of the Work, or procurement or delivery method; .2 Changing or editing previously prepared Instruments of Service necessitated by the enachnent or revision of codes, laws or regulations or official interpretations; .3 Services necessitated by decisions of the Owner not rendered in a timely mamier or any other failure of performance on the part of the Owner or the Owner's consultants or contractors; .4 Preparing digital data for transmission to the Owner's consultants and conh•actors, or to other Owner authorized recipients; AIA Document B252T"' - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. Init. as ~ This document was created on 01/16/2013 10:20:33 under the terms of AIA Documents-on-DemandT"^ order no. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. .5 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; .6 Preparation for, and attendance at, a public presentation, meeting or hearing; .7 Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto; .8 Evaluation of the qualifications of bidders or persons providing proposals; .9 Consultation concerning replacement of Work resulting from fire or other cause during conshuction, or .10 Assistance to the Initial Decision Maker, if other than the Architect. § 3.3.2 To avoid delay in the Conshuction Phase, the Architect shall provide the following Additional Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If the Owner subsequently determines that all or parts of those services are not required, the Owner shall give prompt written notice to the Architect, and the Owner shall have no further obligation to compensate the Architect for those services: .1 Reviewnig a Conhactor's submittal out of sequence fiom the submittal schedule agreed to by the Architect; .2 Responding to the Contractor's requests for inforniation that are not prepared in accordance with the Contract Documents or where such inforniation is available to the Contractor from a careful study and comparison of the Contract Documents, field conditions, other Owner-provided inforniation, Contractor-prepared coordination drawings, or prior Project corespondence or documentation; .3 Preparing Change Orders, and Construction Change Directives that require evaluation of Contractor's proposals and supporting data, or the preparation or revision of Instruments of Service; .4 Evaluating an extensive number of Claims; .5 Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to Inshuments of Service resulting therefiom; or .6 To the extent the Architect's services are affected, providing Construction Phase Services 60 days after (1) the date of Substantial Completion of the Work or (2) the anticipated date of Substantial Completion, identified in Initial Inforniation, whichever is earlier. § 3.3.3 The Architect shall provide Conshuction Phase Services exceeding the limits set forth below as Additional Services. When the limits below are reached, the Architect shall notify the Owner: .1 One ( 1 )reviews of each Shop Drawing, Product Data item, sample and similar submittal of the Contractor .2 One ( 1 )visits to the site by the Architect over the duration of the Project during construction .3 One ( 1 )inspections for any portion of the Work to deterniine whether such portion of the Work is substantial ly complete in accordance with the requirements of the Contract Documents .4 One ( 1 )inspections for any portion of the Work to deterniine final completion § 3.3.4 If the services covered by the Agreement have not been completed within six ( 6 )months of the date of the Agreement, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as Additional Services. ARTICLE 4 OWNER'S RESPONSIBILITIES § 4,1 The Owner shall be responsible for negotiations and obligations of the lease, if any, and shall serve as the contact with the landlord. The Owner shall provide inforniation contained in the lease or landlord cotTespondence relevant to the Project, § 4.2 The Owner shall be responsible for the relocation or removal of existing furniture, furnishings and equipment, and the contents fiom the facility, unless specifically designated otherwise in Article 7. § 4.3 The Owner shall provide the Architect access to the Project site prior to conmiencement of the Work and shall obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress. § 4.4 Except as otherwise provided in the Agreement, or when direct conmiunications have been specially authorized, the Owner shall endeavor to communicate with the Conhactor and the Architect's consultants through the Architect about matters arising out of or relating to the Contract Documents. The Owner shall promptly notify the Architect of any direct communications that may affect the Architect's services. § 4.5 Unless otherwise provided for under the Agreement, the Owner shall provide information in a timely mamier regarduig requirements for and limitations on the Project, including a written program which shall set forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. Within 15 days after receipt of a written request fiom AIA Document B252T"' - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. ' Init. This 9 / document was created on 01 /16/2013 10:20:33 under the terms of AIA Documents-on-DemandT"' order no. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights. § 4.6 The Owner shall establish and periodically update the Owner's budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 5.1; (2) the Owner's other costs; and (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Architect. The Owner and the Architect shall thereafter agree to a corresponding change in the Project's scope and quality. § 4.7 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 4.8 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. § 4.9 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect's request, the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants. The Owner shall furnish the services of consultants other than those designated in the Agreement, or authorize the Architect to furnish them as an Additional Service, when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants maintain professional liability insurance appropriate to the services provided. § 4.10 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 4.11 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that maybe reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 4.12 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect's Inshuments of Service. § 4.13 Before executing the Conhact for Construction, the Owner shall coordinate the Architect's duties and responsibilities set forth in the Contract for Construction with the Architect's services set forth herein. The Owner shall provide the Architect a copy of the executed agreement between the Owner and Conh•actor, including the General Conditions of the Contract for Conshuction. ARTICLE 5 COST OF THE WORK § 5.1 For purposes of the Agreement, the Cost of the Work shall be the total cost to the Owner to construct, purchase and nistall all elements of the Project designed or specified by the Arclitect and shall include conh•actors' and vendors' general conditions costs, overhead and profit. The Cost of the Work does not include the compensation of the Architect, the costs of the land, rights-of--way, financing, contingencies for changes in the Work or other costs that are the responsibility of the Owner. § 5.2 The Owner's budget for the Cost of the Work shall be provided in Article 1, Initial Iuforrnation. Evaluations of the Owner's budget for the Cost of the Work, the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work prepared by the Architect represent the Architect's judgment as a design professional. It is recognized, however, that neither the Architect uor Owner has conh•ol over the cost of labor, materials, fur~riture, furnishings or equipment; over the Contractors' methods of determining bid prices; or over market conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or quotations will not vary fiom the Owner's budget for the Cost of the Work or fi•om any estimate of the Cost of the Work or evaluation prepared or agreed to by the Architect. § 5.3 In preparing estimates of the Cost of the Work, the Architect shall be permitted to include contingencies for design, bidding and price escalation; to determine what materials, furniture, furnishings and equipment, finishes, component systems and types of conshuction are to be included in the Contract Documents; to make reasonable adjustments in the program and scope of the Project; and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget for the Cost of the Work. The Inst. AIA Document B252TM - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. This 1 ~ / document was created on 01/16/2013 10:20:33 under the terms of AIA Documents-on-DemandT'•' order no. 2008569611 ,and is not for resale, This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. Architect's estimate of the Cost of the Work may be based on cut•rent area, volmne or similar conceptual estimating tecluiiques. If an increase in the Conhact Sum occurring after execution of the Contract between the Owner and the Contractor causes the budget for the Cost of the Work to be exceeded, that budget shall be increased accordingly. § 5.4 If bidding or requests for quotations have not conunenced within 90 days after the A1chitect submits the Contract Documents to the Owner, tluough no fault of the Architect, the Owner's budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the applicable market. § 5.5 As the design process progresses through the end of the preparation of the Contract Documents, the Architect shall update and refine the preliminary estimate of the Cost of the Work. The Architect shall advise the Owner of any adjustments to previous estimates of the Cost of the Work indicated by changes in Project requirements or general market conditions. If at any time the Architect's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work, the Architect shall make appropriate reconmiendations to the Owner to adjust the Project's size, quality or budget, and the Owner shall cooperate with the Architect in making such adjustments. § 5.6 If the Owner's budget for the Cost of the Work at the conclusion of the Contract Documents Phase Services is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 terminate in accordance with the accompanying Owner-Architect Agreement; .4 in consultation with the Architect, revise the Project's program, scope or quality as required to reduce the Cost of the Work; or .5 implement another mutually acceptable alternative. § 5.7 If the Owner chooses to proceed under Section 5.6.4, the Architect, without additional compensation, shall modify the Contract Documents as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Conhact Documents Phase Services, or the budget as adjusted under Section 5.6.1. The Architect's modification of the Contract Documents shall be the limit of the Architect's responsibility under this At•ticle 5. ARTICLE 6 COMPENSATION § 6.1 For the Architect's Services described under Article 2, the Owner shall compensate the Architect as follows: (h7sert amount of, or basis fot; compensation.) Architect's fee for Architectural Interior Design Services is included in Section 11.2 of the Standard Form Agreement between Owner and Architect, Construction Manager as Adviser Edition (B 132-2009). § 6.2 For Additional Services designated in Section 3.1, the Owner shall compensate the Architect as follows: (Insert amount of, or basis for, compensation7. If t7ecessat3~, list specifrc set7~ices to which particular methods of compensation apply.) Architect's fee for Architectural Interior Design Services is included in Section 11.2 of the Standard Fot7n Agreement between Owner and Architect, Construction Manager as Adviser Edition (B 132-2009). § 6.3 For Additional Services that may arise during the course of the Project, including those under Section 3.3, the Owner shall compensate the Architect as follows: (b7sert mnount of, or basis fot; compensation.) Per Section 11.3 of the Standard Form Agreement between Owner and Architect, Consriuction Manager as Adviser Edition (B 132-2009). AIA Document B252T''' - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. Init. Thistt 11 / document was created on 01 /16/2013 10:20:33 under the terms of AIA Documents-on-DemandT'~^ order no. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 6.4 Compensation for Additional Services of the Architect's consultants when not included in Section 6.2 or 6.3, shall be the amount invoiced to the Architect plus ten percent ( 10 %), or as otherwise stated below: § 6.5 Where compensation for the Architect's Services is based on a stipulated sum or percentage of the Cost of the Work, the compensation for each phase of services shall be as follows: (Ir7sert additiwaal phases as apps•opriate.) Programming Phase: Pre-lease Analysis and Feasibility Services Phase: Schematic Design Phase: Design Development Phase: Contract Documents Phase: Bidding and Quotation Phase: Conshuction Contract Administration Phase: Furniture, Furnishings and Equipment Contract Administration Phase: percent ( %) Total Compensation: percent ( %) percent ( %) percent ( %) percent ( %) percent ( %) percent ( %) percent ( %) One hundred percent (100%) § 6.6 When compensation is based on a percentage of the Cost of the Work and any portions of the Project are deleted or otherwise not conshucted, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 6.5 based on (1) the lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent estimate of the Cost of the Work for such portions of the Project. The Architect shall be entitled to compensation in accordance with the Agreement for all services performed whether or not the Conshuction Phase is conunenced. § 6.7 The hourly billing rates for services of the Architect and the Architect's consultants, if any, are set forth below. The rates shall be adjusted in accordance with the Architect's and Architect's consultants' normal review practices. (If applicable, attach an e~atibit of Itotml~~ billing rates or insert tlfenf belotiv.) Employee or Category Rate ARTICLE 7 SPECIAL TERMS AND CONDITIONS Special ternis and conditions that modify this Standard Form of Architect's Services: Architectural Interior Design, if any, are as follows: For the purposes of this Agreement, the term Engineer and the term Architect may be used interchangeably. Init. AIA Document B252T^' - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. This ~ 2 document was created on 01/16/2013 10:20:33 under the terms of AIA Documents-on-DemandT'~' order no. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. !~' TM e,`-~- Star~dard F0~'m Of,4rChiteCt's ~erVilces: Furniture, Furnishings and Equipment Design for the following PROJECT: (Name and location or address) Wastewater Treahnent Plant Administl•ation Building THE OWNER: (Name, legal states a/~d address) City of Meridian 33 East Broadway Avenue, Suite 106 Meridian, ID 83642 THE ARCHITECT: (Nmne, legal stators cmd address) SPF Water Engineering, LLC 300 E Mallard Drive, Suite 350 Boise, ID 83706 This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document provides the Architect's scope of services only and must be used with an owner- architect agreement. It may be used with AIA Document G802T"^-2007, Amendment to the Professional Services Agreement, to create a modification to any owner-architect agreement. THE AGREEMENT This Standard Form of Architect's Services is part of or modifies the accompanying Owner-Architect Agreement (hereinafter, the Agreement) dated the sixth day of February in the year two thousand and thirteen. (b1 1f~ords, indicate day, month cmd year.) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 FURNITURE, FURNISHINGS AND EQUIPMENT SERVICES 3 ADDITIONAL SERVICES 4 OWNER'S RESPONSIBILITIES 5 COMPENSATION 6 SPECIAL TERMS AND CONDITIONS Init. AIA Document B253T"' - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. ~ This document was ~ / created on 01/16/2013 10:20:34 under the terms ofAlA Documents-on-DemandT"~° order no. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. „n,oncoaa ARTICLE 1 INITIAL INFORMATION The Architect's performance of the services set forth in this document is based upon the following information. Material changes to this information may entitle the Architect to Additional Services. (List belo>7~ information, including conditions o~• assrrnrptions, that 11~i11 affect the Architect's peiforn/ance.) ARTICLE 2 FURNITURE, FURNISHINGS AND EQUIPMENT SERVICES § 2.1 The Architect shall consult with the Owner, research applicable criteria, attend Project meetings, communicate with members of the Project team and issue progress reports. The Architect shall coordinate the services provided by the Architect and the Architect's consultants with those services provided by the Owner and the Owner's consultants. § 2.2 The Architect shall prepare, and periodically update, a schedule that identifies milestone dates for decisions required by the Owner, services furnished by the Architect and completion of documentation to be provided by the Architect. The Architect shall coordinate the Furniture, Furnishings and Equipment Design Services schedule with the Owner's Project schedule. § 2.3 The Architect shall submit documents to the Owner at intervals appropriate to the process for purposes of evaluation and approval by the Owner. The Architect shall be entitled to rely upon approvals received from the Owner to coulplete the Furniture, Furnishings and Equipment Design Services. § 2.4 Except with the Owner's knowledge and consent, the Architect shall not (1) accept trade discounts, (2) have a significant financial interest, or (3) undertake any activity or employment or accept any contribution if it would reasonably appear that such activity, employment, interest or contribution could compromise the Architect's professional judgment. § 2.5 Programming Phase Services § 2.5.1 The Architect shall consult with representatives of the Owner to review the applicable requirements of the Project in order to understand the goals and objectives of the Owner with respect to their impact on the Owner's furniture, furnishings and equipment requirements. § 2.5.2 The Architect shall assist the Owner in the preparation of a budget for the Work. § 2.5.3 The Architect shall gather information furnished by the Owner's designated representatives to aid the Architect in understanding the Owner's furniture, furnishings and equipment requirements. § 2.5.4 The Architect shall develop personnel space standards based upon an evaluation of the existing conditions at the Owner's facilities, and the functional requirements and standards of the Owner. Personnel space standards shall take into consideration the design and layout of furniture system workstation environments, if applicable. The proposed space standards shall be submitted for the Owner's review and approval. § 2.5.5 The Architect shall develop a general understanding of the Owner's equipment requirements, including data, telecormnunications, and reproduction equipment related to furniture, furnishings and equipment. § 2.5.6 The Architect shall prepare a written summary of observations and make reconmrendations with respect to the planning of the facility for the Owner's review and approval. § 2.6 Schematic Design Phase Services § 2.6.1 Based on the approved written program, the Architect shall prepare the design concept for the furniture, furnishings and equipment of the Project, indicating the types and quality. Init. AIA Document 8253T"' - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. i= 2 This document was ~ created on 01/16/2013 10:20:34 under the terms of AIA Documents-on-DemandT'A order no. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 2,6.2 The Architect shall review with the Owner alternative designs and methods for procurement of the furniture, furnishings and equipment. § 2.6.3 The Architect shall assist the Owner in the preparation of a preliminary Project schedule and estimate of the Cost of the Work, § 2.7 Design Development Phase Services § 2.7.1 Based on the approved Schematic Design, the Architect shall obtain product data and prepare illustrations for furniture, furnishings and equipment as maybe appropriate for the Project, including specially designed items or elements, to indicate finished appearance and functional operation. § 2.7.2 The Architect shall illustrate the design character of the Project. Such illustrations may include drawings, plans, elevations, renderings, photographs, and samples of actual materials, colors and finishes. § 2,7.3 The Architect shall assist the Owner in the preparation of adjustments to the preliminary schedule and estimate of the Cost of the Work. § 2.8 Contract Documents Phase Services § 2.8.1 Based on the approved Design Development drawnigs and other documents, including schedule and estimate of the Cost of the Work, the Architect shall prepare Drawings, Specifications and other documents required to describe the requirements for the fabrication, procurement, shipment, delivery and installation of furniture, furnishings and equipment for the Project. § 2.8.2 The Architect shall assist the Owner in the preparation of the necessary Quotation Documents. § 2.9 Quotation Phase Services § 2.9.1 The Architect shall assist the Owner in establishing a list of proposed vendors for furniture, furnishings and equipment. § 2.9.2 The Architect shall assist the Owner in obtaining quotations for furniture, furnishings and equipment. § 2.9.3 The Architect shall prepare written responses to questions from vendors preparing quotations and provide written clarifications and interpretations of the Quotation Documents in the form of addenda. § 2.9.4 The Architect shall assist the Owner in the review of quotations including conformance with the design concept expressed in the Contract Documents. § 2.9.5 Quotation Documents include the Quotation Requirements and the proposed Conhact Documents. § 2.9.6 The Architect shall assist the Owner in awarding and preparing agreements with vendors. § 2.9.7 If the Owner and Architect agree that the Architect will purchase furniture, furnishings and equipment on behalf of the Owner with funds provided by the Owner, the duties and compensation related to such additional services shall be set forth in a separate agreement. § 2.10 Furniture, Furnishings and Equipment Contract Administration Phase Services § 2.10.1 The Architect shall provide administration of the contracts for furniture, furnishings and equipment only as set forth below and in AIA Document A251T"' 2007, General Conditions of the Conh•act for Fw•niture, Furnishings and Equipment. § 2.10.2 The Architect will assist the Owner hi coordinating schedules for fabrication, delivery and installation of the Work, but will not be responsible for any failure of a Vendor to meet schedules for completion or to perform its respective duties and responsibilities in conformance with such schedules. § 2.10.3 The Architect shall review and approve or take other appropriate action upon a Vendor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with inforYnation given and the design concept expressed in the Contract Documents. AIA Document 6253T''' - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. Init. fc; m~ .This document was 3 / created on 01/16!2013 10:20:34 under the terms of AIA Documents-on-DemandT'~ order no. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 2.10.4 As the buyer of goods, the Owner shall receive, inspect, and accept or reject furniture, furnishings and equipment at the time of their delivery to the premises and installation unless otherwise agreed. The Architect is not authorized to act as the Owner's agent i17 conhactual matters. § 2.10.5 The Architect shall review final placement and inspect for damage, quality, assembly and function in order to detettnine that furniture, furnishings and equipment are in accordance with the requirements of the Conhact Documents. The Architect may recommend to the Owner acceptance or rejection of furniture, furnishings and equipment. § 2.10.6 The Architect shall visit the Pt•oject premises at intervals appropriate to the stage of the Vendor's installation to become generally familiar with the progress and quality of the portion of the Work completed, and to deterniine, in general, if the Work observed is being perfot7ned in a manner indicating that the Work, when fully completed, will be in accordance with the Conhact Documents. The Architect shall not have control over, charge of, or be responsible for the means, methods, techniques, sequences or procedures of fabrication, shipment, delivery or installation, or for the safety precautions and programs in connection with the Work, as these are solely the Vendor's rights and responsibilities under the Contract Documents. ARTICLE 3 ADDITIONAL SERVICES § 3,1 In addition to the Furniture, Furnishings and Equipment Design Services described above, the Architect shall provide the following Additional Services only if specifically designated below as the Architect's responsibility. The Architect shall perfottn such Additional Services in accordance with a service description provided in Section 3.2 or attached as an exhibit to this services document. (Designate the Additional Sen~ices the Architect shall provide itt the second coltmut of the table belotit~. In the third column indicate ~t~hether the service description is located in Section 3.2 or in an exhibit attached to this ser>ices document. If in an exhibit, idettt~~ the exhibit.) Services Responsibility (Architect, Owner or Not Provided Location of Service Description (Section 3.2 belolt~ or an exhibit attached to this document attd identifred belolt~ § 3.1.1 Measured Drawin s Not Provided § 3.1.2 Existin FF&E Inventor Not Provided § 3.1.3 Valuations/A raisals of Existin FF&E Not Provided § 3.1.4 S ecial Studies and Surve s Not Provided § 3.1.5 Gra hics and Si na e Desi n Not Provided § 3.1.6 Art Selection and/or Procurement Not Provided § 3.1.7 S ecial Consultants Not Provided § 3.1.8 Studies Related to Future FF&E Not Provided § 3.1.9 Detailed Cost Estimates Owner CM § 3.1.10 Detailed Quotation Review Not Provided § 3.1.11 Receive/Ins ect/Acce t/Re•ect Furniture Owner CM § 3.1.12 Post-Occu anc Evaluations Not Provided § 3,1.13 O eratin Cost Anal sis Not Provided § 3.1.14 Extendin Services after Project Com letion Not Provided § 3.1.15 Reviewin Extensive Number of Claims Owner CM § 3.1.16 Vendor Default Services Not Provided § 3.1.17 Dama e Re lacement Consultin Owner CM § 3.1.18 Public or Le al Proceedin s Activities Owner CM § 3.1.19 On-Site Project Re resentation B207T"'-2008 Owner CM AIA Document B253T'~ - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. Init. This document was 4 t created on 01!16/2013 10:20:34 under the terms of AIA Documents-on-DemandT'n order no. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 3.2 Descriptions of Additional Services (blsert a descf•iptio~l of each service i~t Section 31 the Architect shallp/•ovide if notfurther described in a/1 exhibit attached to this docimaent.) N/A. ARTICLE 4 OWNER'S RESPONSIBILITIES § 4.1 The Owner shall be responsible for negotiations and obligations of the lease, if any, and shall serve as the contact with the landlord. The Owner shall provide information contained in the lease or landlord correspondence relevant to the Project. § 4.2 The Owner shall be responsible for the relocation or removal of existing furniture, furnishings and equipment, and the contents from the facility, unless specifically designated otherwise hi Article 6. § 4.3 The Owner shall establish and update an overall budget for the Project, including the Cost of the Work, the Owner's other costs and reasonable contingencies related to all of these costs. The Cost of the Work shall be the total cost including applicable taxes or, to the extent the Project is not completed, the estimated cost to the Owner of all elements of the Project designed or specified by the Architect. A reasonable allowance for contingencies shall be included for market conditions at the time of quotations and for changes in the Work. The Cost of the Work does not include the compensation of the Architect and Architect's consultants, the costs of financing or other costs that are the responsibility of the Owner. ARTICLE 5 COMPENSATION § 5.1 For the Architect's Furniture, Furnishings and Equipment Services described under Article 2, the Owner shall compensate the Architect as follows: (b7sert a»rotmt of, or basis for, compensation.) Architect's fee for Architectural Inter7or Design Services is included hl Section 11.2 of the Standard Form Agreement between Owner and Architect, Construction Manager as Adviser Edition (B 132-2009). § 5.2 For Additional Services provided under Section 3.1, the Owner shall compensate the Architect as follows: (basert cnnomlt of, or basis• for, compensatio~7. If i7ecessmy, list specifrc services to 1r~hich particulm• methods of compensation apply.) N/A. § 5.3 Compensation for Additional Services of the Architect's consultants when not included in Section 5.2, shall be the amount invoiced to the Architect plus ten percent ( 10 %), or as otherwise stated below: AIA Document B253T''' - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. Init. This document was created on 01/16/2013 10:20:34 under the terms of AIA Documents-on-DemandT"' order no. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 5.4 Where compensation for the Architect's services is based on a stipulated sum or percentage of the Cost of the Work, the compensation for each phase of services shall be as follows: (b~sert cr~lditioi/al phases as appropriate.) Programming Phase: percent ( %) Schematic Design Phase: percent ( %) Design Development Phase: percent ( %) Contract Documents Phase: percent ( %) Quotation Phase: percent ( %) Furniture, Furnishings and Equipment Contract Administration Phase: percent ( %) Total Compensation: One hundred percent ( 100%) § 5.5 When compensation is based on a percentage of the Cost of the Work and any portions of the Project are deleted or otherwise not provided or installed, compensation for those portions of the Project shall be payable to the extent services are perforn7ed on those portions, in accordance with the schedule set forth in Section 5.4 based on (1) the lowest bona fide quotation, or (2) if no such quotation is received, the most recent estimate of the Cost of the Work for such portions of the Project. The Architect shall be entitled to compensation in accordance with this Agreement for all services perfortned. ARTICLE 6 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Standard Form of Architect's Services: Fm•iture, Furnishings and Equipment Design, if any, are as follows: For the purposes of this Agreement, the term Engineer and the term Architect may be used interchangeably. Init. AIA Document 8253T'" - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. k5 This document was created on 01/16/2013 10:20:34 under the terms of AIA Documents-on-DemandT'~' order no. 2008569611 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. Exhibit A - SF~F Vt/ATER ENGINEERING, LLC SCHEDULE OF HOURLY BILLING RATES F'e~•sonnel Title 2013 Billing Rate Terry Scanlan, P.E., P.G. Principal Engineer/Hydrogeologist $150 Christian Petrich, Ph.D., P.E., P.G. Principal Engineer/Hydrologist $145 Cathy Cooper, P.E. Principal Engineer $138 Bob Hardgrove, P.E. Principal Engineer $138 David Keil, P.E. Principal Engineer $138 Cyndy Bratz, P.E. Principal Engineer $138 Scott King, P.E. Supervising Engineer $135 Eric Landsberg, P.E. Project Manager $135 Brian Wilkinson, P.E. Project Manager $125 Kent Gingrich, P.E. Senior Project Engineer $116 Jason Thompson, P.E. Senior Project Engineer $108 Roxanne Brown Senior Water Right Specialist $100 Jesse Herndon, P.E. Project Engineer $98 Tofor Snider, P.E. Project Engineer $98 Marci Pape, P.E. Project Engineer $88 Kurt Norrell, P.E. Project Engineer $88 Lori Graves Water Right Specialist $88 Steve Bennett Designer I $85 Erik Boe, EIT Associate Engineer $77 Julie Romano Bookkeeping $65 Crystal Jensen Business Development Coordinator $65 Megan Tverdy Administrative $60 Note: Hourly billing rates will be adjusted on January 1S` each year. N O 0 i C 1 O to ]~ C U C ~ ~ ~ N > '~ «° Y G W N ~ °O l6 O) ~ in E a o ~ 'O v v C O a ~° l9 ~ N m U ® m E j~ C O 3 m ~ C -- -- f >, ~ ~ w N C ° -o N E c ._ " . . N ' o U~ m __ r I _ _- ~_ ' O N C °- ~ y t ... O O N U V N ~. ~ o ~ ~ ° N -- -J ~ i f ~ ~_ 3 ~ ~ o ~ o m N , ; . s,r i ~ «°~, .~ m ~ ~ d ~ ~ o ~~~.. ~ ~ ~- ° m ~a v ; _ ~ ~ ~ . ~~ ~ ~ ~ i- ~ I "i N ~ 2 O O 'O C O ~ ~ C N _ ~ 1_ +r `~ i~ ~ y E ~ a ~ R~ 3 m ~ v a -{ Sfi 1 ~ ~ r i ~ ~~I it ' ~ a ~ ~~~1, ~- r! I ~ _ V Q. ~ ~ N 7i 'O 'O ~ O t~I1 G R N C y O E~ ~ ~N ~ m ~ O 2 y J ~~~: ~ 7 a m w 3 ~' o~ ~ - ~ I3w ~ 1 I ~~l nI y ~ ' ~ ~ f0 O O. C E .+p' O7 y ~ C. N ~ --... ~ t ~ ~M '~aL' ~ f ! ~ t ~ N O N n ~ N O O) Q. O ~ N O C O ~ tir t~ 7 ~ ~ ~ I I I y • f ~ ~ ~ ~ 0 ~ . O `~ U V O pp ~ N U U N '"' ~° _ N 3 ` p~ N ~q ~ V a ' r --~ q r! i ~a ~ i ~'l i ~" Z. c a p m m o o a° o c ° E c o '= m o m m E~ ~ o> ~ . ,.. :c tr! 4 / ~ ~ -~-~ E m ~° ~ C ~ °rn R° E c~ N N N ' ' a~ o G Z a~ N Q j O_ V p ~. 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' N ~~ ~F ~ .,, H, i _ t - -r- ~ _ a~ ~ v ~ - ~`' ,~ ,, ~ - ~ ~ ;, I ~ ~ i = a ~ I ~~ :; ~ ~ ;, F q. ~ i ~ ~ I _- _ r ~ ~'' e ~ ~} ~ ~ ~~ ; o 1' ' , . _ ~ - ~' _ 3 ~~. ~- ~ -_ ~I ~ ( u' a ~ Y - _~~ I ~- N `ti '~ I I - I 1 j I I ~ j ~ r4~ .~-~ L ! 1 1- L _ _ b` - Q i _.._. ; t ~ _ ~-- .~ -~. 1- ~~~ l y t .~ 7 _ - j `. ~~ ~~~ ~ /~ _: ~~ I-_ _ _... __ ~~ ~I Y ' _ i ` ~ ~ { '~~'1 i _ I v ~''_t - 1 ~ - I ~I ~.. ~ i ~-- i _ i Y ~ _ S , t ~ ~ ! 1 - rt ,J ~ r ~ 1 ~ I ~ '. ~ f/~ _. ~ _ fy. W '~ y.+ ~ ~ ~ ~ j, 1 I' r '' .~ ,~ - ~ ~ ~ ~ -I 1 - ` -I -- (~6 Q ~~~ ~ - - - I- ~ C , _ sl ~: ~ ~ ~ '' ~ ~ L t. ~ - I (U ~ ~ ~ ~ -- - , f - ~ U ~ jI I , ~ ~ ~~ - ~' ` >~ N ~ ` ~ - ~. _ ~ ~ , ~ r{. ~ .. , .,. , ~_~ ~_ ~ , ;, T_ y -~ ~ ~ :- - ---- _ ~ .. i I ~: G f ~ r., ~: ~'. -. C ~ f _. ~f O N __ _ - O) I ~ ~ ~ ~ ~ - ~ a ~ ~ N ~! a~ 1y ~ ~~o N ~ o ' ~_ ~~ . ., a i - i - ~ _ ~ 9. . -' i ~ - _ - ! ~ ~, ~ x ~ t" ~ . ~ ~ ~ _~ ~ -- - cn at O~ l~ i I -- ~ ~~ ~ ~ ! p T ~ . -. ~ ~ ~ _._~_ fQ ~' D d~1 .. 7 N N n _ _... 1 ' L C ~ ' I ', !~ -'~ `J __ 1 i ". _ _ - _ - -- : 1 ~\ '; '" t~ _ 11 " ~' ! ~ ~ !' _ ~1 1 -S _ , _ _{ f ~ ~ ~ 1 ~~ ~~ ~! y`^1 ~ s ~ _ ~ `~ ma - s ~ _ r ' __~ - j m ~ e + ~ ~ c _ E - o E - ~-~ ~ ~~ ny •V L i Y E , g eg ~ O -I~ E _ c ~ C ~ ° E ° l ~ _ •~ _ e? c ~ _ c° i ~ -- -- -- - ~ - _ - ~,--~ O -- ~ C :~ ~ U i ~ ~ ~ ~ ~ O _ -_ U L '1-' T~ ~ ~ OY C E o, ~ ~ m ~ '~ _ - ~ ~ ~ ~. ,\ ~( o ~ V i O p U ~ Y N U ~ O 7 'ueipuaW lo} amen 6uilanpap - aouauadxa ~eoo)- ddS'8s)oa7iyayuosuyop saoin.)ag uoi}aa}siuiwpy uoi}ona}suo~ pue u6isap .:- ~ .:: ~, 6uip~in8 uoi}a~}siuiwpy}ueld }uaw}ea~l~a}~nna}se/~ "~~.~~~ ~ -/+'!'s OOt'S :(un~n4S n+) earl pasodord .OG ,5 ,5'Z 0 ~ana~ punoa~ O s)o~~uoo s}eas E8 wnuo~)pne ~`- - -- ~as)~ X9901 C •~san i ~a~uao anga~dlla;u) as;uao an);a~d~a;u( ~aluao an);a~d~alu( ~ua(puaW doh amen 6uuanpap-aouaiiadxa ~eoo)- ddS 8 s(oa)iyo~y uosuyop -/+')'s 000'S ,(w~.o4S stl) eary pasndoid ,OL ,5 ,S'Z 0 Cana, puooag O saoinaag uoi}aa}siuiwpy uoi;ona;suo~ pue u6isaa 6uip~ine uoge~}siuiwpt/3ueld }uaw}ea~l~a}enna;seM ~: _=~~'ICII<~~ •ue~puaw ~o}amen 6upani~ap - aouai~adxa ~eoo~ - ddS ds;oa;iyayuosuyop sa~in}ag uoi}e~~siuiwpy uopon}asuo~ pue u6isaa - 6uip~ing uoge~~siuiwpyau~~d;uaw}~a}l~a~entia}seM "` ~I~a'IC~I ~ '/+ y's 008' l :(uh+WS stl) eay pasodo~d At ,5 ,5'z 0 ~ana~ pai41 O rtificafi®n ®f ®cutnr-t'~ tathenficify AIA® Document D401 TM - 2003 I, David Keil, 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 Phis certification at 10:27:06 on 01/31/2013 under Order No. 4696376958_1 from AIA Contract Documents software and that in prepariig the attached fmal document I made no changes to the origiial text of AIA'' Document B 132TM - 2009, Standard Form of Agreement Between Owner and Architect, Consttltction Manager as Adviser Edition, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. t:~ a a ~ a ~ i (Signed) (Title) (Dated) AIA Document D401 TEA - 2003. Copyright ©1992 and 2003 by The American Institute of Architects. All rights reserved. This document was produced by AIA software at 10:27;06 on 01/31/2013 under Order No.4696376958_1 which expires on 01!24/2014, and is not for resale. User Notes: (1450144601) dditi®n and eleti®n p®~f f®r AIA®Document B132T"° - 2009 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 10:27:06 on 01131!2013. PAGE1 AGREEMENT made as of the Sixth day of February in the year Two Thousand Thirteen City of Meridian 33 East Broadway Avenue Meridian, ID 83642 Telephone Number: 208-898-5500 (Name, legal status, address and other irformatiorr) SPF Water En ineerin~ LLC 300 East Mallard Ihive Suite 350 Boise, ID 83706 Telephone Number: 208-383-4140 Wastewater Treatment Plant Adminish•ation Building 3401 North Ten Mile Road Meridian, ID 83642 A new administration building at the City's wastewater treatment plant. Proiect includes a ~12 000 square foot building at the wastewater treatment plant. The building will inchide up to three story structure with exterior observation platform, urterpretive center auditoriun>/trainingmom offices conference/meeting rooms reception break room, mechanical/electrical, and restrooms. Beniton Construction, Inc. 366 SW 5th Avenue Suite 104 Meridian, ID 83642 Telephone Number: 208-884-0027 PAGE 2 The Citv of Meridian has completed a Concephtal Evaluation of a New Laboratory and Admuiistration Building foi. the Meridian WWTP (bv CH2M Hill, dated April 23 20121. The City also distributed other basis of In annuig Additions and Deletions Report for AIA Document B132T'" - 2009 (formerly 8141 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. This document was produced byAlA sofhvare a110:27:06 on 01/31!2013 under Order No.4696376958_1 which e~ires on 01124/2014, and is not for resale. User Notes: (1450144601) materials with the City's Request for Qttalifrcations for consultant selection These documents establish the initial estimation of laboratorypace requirements and testiu areas. The existing admnlish•ation building is approxitnateiy 3 600 square feet and will be used as an operations control center. The new adminishation buildutg will be approximately 12 000 square feet and will include an interpretive center. The entire buildui~ will be located withal the boundary of the City's wastewater treatment plant The City will provide utfonnation on treatment plant yard piping and other underground utilities. An undated geotechnical evaluation for the location of the laboratory buildin~pansion will be prepared by Owner's Consultant $3 million PAGE 3 Final design complete: May 31, 2013. Approximately August 1 2013 (or Inter dependin on the progress of the RV dump relocation and the construction schedule being managed by the Consh•ttction Manag e September 30, 2014. Notice to proceed for design: Febniarv 6, 2013. [ X ] Multiple Prime Contractors Construction Manager will issue nnilti lp e bid packages. The Constnuction Manager is responsible for breakin ottt bid packages from a single set of Construction Documents. LEED silver certification is being~~ David Allison 33 East Broadway Avenue Meridian, ID 83642 Telephone Number: 208-898-5500 Email Address: dallisonnnteridiancity.orp Additions and Deletions Report for AIA Document 6132T~' - 2009 (formerly B141 TMCMa - 1992). Copyright ©1992 and 2009 by The American Institute of Archiiects. All rights reserved. This document was produced byAlA software at 10:27:06 on 01/31/2013 under Order No.4696376958_1 which expires on 01/24/2014, and is not for resale. User Notes: (1450144601) N/A. PAGE 4 (See cover.) Constriction Manager is anticipated to be retained on February 6, 2013. N/A. Civil Survey 1400 East Watertower Street Meridian. ID 83642 Strata, Inc. Dan Gado 8653 West Hackantore Drive Boise. ID 83709 N/A. Owner will retain Consultant(s) for desi nand systems integration for Security and Su erp visory Conhol and Data Aquisition (SCADA) s stems. David Keil 300 East Mallard Drive Suite 350 Boise, ID 83706 Telephone Number: 208-383-4140 Mobile Number: 208-830-0842 Email Address: dkeil(a~spfwater.com PAGE 5 Lochsa Engineering Riley Mahaffey 201 North Maple Grove Road Boise, ID 83704 Telephone Number: 208-342-7168 Musgrove Engineering --- Additions and Deletions Report for AIA Document 8132T'" - 2009 (formerly 8141 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. ~. This document was produced byAlA software at 10:27:06 on 01/31/2013 under Order No.4696376958_1 which expires on 01/24/2014, and is not for resale. User Notes: (1450144601) Charles Paulin 234 South Whisperwood WaX Boise. ID 83709 Telephone Number: 208-384-0585 Musgrove Enguieering Kurt Lechtenberg 234 South Whisperwood Way Boise. ID 83709 Telephone Number: 208-384-0585 The Land Group, 462 East Shore Drive, Suite 100, Eagle, ID 83616. 208-939-4041. Johnson Architects PC 36 E Pine Ave Meridian ID 83642. 208-846-9033. Sprague Sohttious, 615 West Hays Street, Boise, ID 83702. 208-331-7737. SPF Water Eneineering, LLC (SPF) is the prune consultant for this Agreement with the City of Meridian.. For the purposes of this Agxeement only, the use of the term Architect shall refer to 5PF as the firni will bear all riQ rts and responsibilities to perform the services provided herein per the terms and conditions of this Agreement. A firm licensed to perform architechire is the Architect of Record for the proiect upon execution of Consultant Agreement with SPF. Owner agrees and acknowledges SPF can subcontract services set forth u~ this agreement. PAGE 6 § 2.6.1 Comprehensive General Liability with policy limits of not less than One Million Dollars and Zero Cents ($ 1.,000,000.00 )for each occu;7•ence and in the aggregate for bodily injury and property damage. § 2.6.2 Automobile Liability covering owned and rented vehicles operated by the Architect with policy limits of not less than One Million Dollars and Zero Cents ($ _1,000,000.00 )combined single limit and aggregate for bodily injury and property damage. § 2.6.4 Workers' Compensation at stahitory limits and Employers Liability with a policy limit of not less than N/A ($ )• § 2.6.5 Professional Liability covering the Architect's negligent acts, errors and omissions in its performance of professional services with policy limits of not less than One Million Dollars and Zero Cents ($ _1,000,000.00 )per claim and in the aggregate. PAGE 12 4.1.1 Pro rammin Not Provided 4.1.2 Multi le reliminary desi is Not Provided 4.1.3 Measured drawin s Not Provided 4.1.4 Existin facilities curves Owner 4.1.5 Site evaluation and lannni (B203TM-2007) Not Provided 4.1.6 Buildup information modelin Not Provided 4.1.7 Civil en ineerin Architect 4.1.8 Landsca e desi n Architect 4.1.9 Architechtral interior desi n (B252TM-2007 Architect 4.1.10 Value anal cis (B204TM-2007 Owner (CM) Additions and Deletions Report for AIA Document 8132Th9 - 2009 (formerly 8141 TMCMa -19921. Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. ' ` This document was produced byAlA software at 10:27:06 on 01/31/2013 under Order No.469637695a_1 which expires on 01!24/2014, and is not for resale. User Notes: (1450144601) 4.1.11 Detailed cost estunatin Owner (CM) 4.1.12 On-site rojeet re resentation {B207TM-2008 Owner (CM) § 4.1.13 Conformed construction documents Not Provided § 4.1.14 As-designed record drawings Not Provided § 4.1.15 As-constructed record drawin s Not Provided § 4.1.16 Post occu anc evaluation Not Provided 4.1.17 Facilit stt ort services (B210TM-2007 Not Provided 4.1.18 Tenant-related services Owner 4.1.19 Coordination of Owner's consultants Architect 4.1.20 Telecommunications/data desi n Architect § 4.1.21 Securit evaluation and tannin (B206TM-2007) Owner 4.1.22 Commissionin (B211TM-2007) Not Provided 4.1.23 Extensive enviromnentall res onsibte desi n Not Provided 4.1.24 LEED certification (B214TM-2007) Architect 4.1.25 Historic reservation (B205TM-2007) Not Provided § 4.1.26 Futnihire, fiunishutgs, and equipment design (B253TM_2007) Architect PAGE 13 Civil engineering includes design of i;radutg, drainage, and paving. Landscape design includes irrigation and landscapingplantittg_ Coordination of Owner's consultants includes communication with geotechnical engineer and land surveyor under contract with Owner. PAGE 14 .1 One (1) reviews of each Shop Drawing, Product Data item, sample and similar submittals of the Contractor .2 Thirty-two (3~ visits to the site by the Architect over the duration of the Project durutg constniction .3 Four (4 J inspections for any portion of the Work to determnie whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 Two (~ inspections for any portion of the Work to determine final completion § 4.3.4 If the services covered by this Agreement have not been completed within Nuieteen (19 } months of the date of this Agreement, through no fault of the .Architect, extension of the Architect's services beyond that tune shall be compensated as Additional Services. PAGE 18 § 8.1.5 Architect shall not be required to si tg t any documents, no matter by whom remtested that would result in Architect's having to certify uaranty, or warrant the existence of conditions that Architect cannot ascertaui. [ X~ Litigation in a court of competent jurisdiction Additions and Deletions Report for AIA Document 6132TM' - 2009 (formerly 8141 T"'CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. ` ` ' ' ' ° ' This document was produced byAlA software at 10:27:06 on 0113112013 under Order No.4696376958_1 which expires on 01/2412014, and is not for resale. User Notes: (1450144601) A.. „4 ., ,1 +:l,,,i ..:+1, A,~ r't ,1 4 ri t,'4 4' . > a ..1:,,.,1.1„ 1.,,,, :., ., ,«4 1,.,,,:., ,' :, :..,1: ,,+: ,, +i, F YY a. a a PAGE 20 Architect's fee for Basic Services is a lump sum amount of $352,157, including subconsultants and reimbursibles Architect's fee for these additional services is a lump sum amount of $55 829 nicludu1~ subconsultants and reimbursibles. Time and materials based on the labor rate schedule identified in Section 11.7 and associated reimbursible expenses identified in Section 11.8, including subconsultants fee with 10% marku and expenses with 10% marlcu~ § 11.4 Compensation for Additional Services of the Architect's consultants when not included in Sections 11.2 or 11.3, shall be the amount invoiced to the Architect plus Ten percent ( 10 %), or as otherwise stated below: Schematic Design Phase Twenty f ve percent ( 25 %) Design Development Phase Fifteen percent ( 15 %) Construction Documents Phase Thirtyfive percent ( 35 %) Bidding or Negotiation Phase Five percent ( 5 %) Additions and Deletions Report for AIA Document 6132TM' - 2008 (formerly 8141 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. This document was produced byAlA software ai 10:27:06 on 01/31/2013 under Order No.4696376958_1 which expires on 0112412014, and is not for resale. User Notes: (1450144601) Conshuction Phase Twenty percent ( 20 %) PAGE 21 Exhibit A. § 11.8 ompensation for Project Related Expenses § 11.8.1 D~~•-~Project Related Expenses are included in aieti-te-compensation for Basic and Additional Services and ' ' are as follows: - .1 Tia=;JP~r+„+:,.., ..~a ...,+i,,...:.,,.a ,...+ ,.r+,.,,,., +..,..,,.~ ,..,a ..,.>,.,:..+,,.,,.,.; Teleconferences; .2 , °:+,,.. °~a ,.°~-,.~..+..;AIA contract documents software; and .3 r a rr „+t,,,,•:+:,... h,.,.:.,s~.. :..,7:,,+:,,., ., .. +t,,. D.. ~ +•T\y0 Slll le Seat licenses of e-Builder document manaeement software. .11 8ther3iixxil"ca-zivfeei-r'ciaTeo e~e~~;,sShould other n~roiect related expenses become necessary, these expenses will be authorized by Owner in writing and Architect's total compensation adtusted prior to incurring the expense. Arehiteet's ee~sttlta~ts~ltts~ereent~ oi. „v+1,,....,~„~..,,..:~,.,,..~,.a Lieensin fg ee equal to the fee for services performed prior to to termination for convenience. § 11.10.1 An initial payment of Zero Dollars and Zero Cents ($ 0.00 ) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account in the final invoice. § 11.10.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect's invoice. Amounts unpaid Thirty (30 )days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. Zero. % 0% Additions and Deletions Report for AIA Document B132'"' - 2009 (formerly 8141 T"'CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. This document was produced byAlA software ai 10:27:06 on 01/31/2013 under Order No.4696376958_1 which e~ires on 01/24/2014, and is not for resale. User Notes: (1450144601) For the purposes of this Aereement, the term Engineer and the term Architect maybe used interchangeably_ PAGE 22 None. None. Architectural Interior Desist 8252-2007). LEED certification 8214-2012). Funlihu•e, fitrnishings, and equipment design (B253-2007). See attached Exhibit B. This exhibit includes Rendering? #1, Rendering #2, Renderin #~ 3 3 ~a es of floor plan and 1 page prelinunary site elan from the proposal to the City of Meridian and de ieg is the general concept of the wastewater treatment adnunistration building. This scope of services includes schematic desi , design development, constnuction documents, bid period and construction admniistration services related to the general concept depicted in these exhibits. Additions and Deletions Report for AIA Document 6132TA9 - 2009 (formerly 8141 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. This document was produced by AIA software at 10:27:06 on 01/31/2013 under Order No.4696376a58_1 which e~ires on 01/24/2014, and is not for resale. User Notes: (1450144601) PAGE 23 CITY OF MERIDIAN (OWNERI BY: TAMMY de WEERD. MAYOR SPF WATER ENGINEERING. LLC BY: CATHY COOP~R, Manager Dated: Approved by Council: Attest: JAYCEE L. HOLMAN, CITY CLERK t Purchasing Approval BY: KEITH WATTS. Purchasing Manager Dated: 4 BY: TERRY SCANL'fiN. Manager ~.{ r ~° ,~~ated: Department Approval Citv Project Manager ~~t ~.~ ,--- Additions and Deletions Report for AIA Document 8132'"" - 2009 (formerly 8141 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. This document was produced byAlA software at 10:27:06 on 0113 1 /2 01 3 under Order No.4696376958_1 which expires on 01/24/2014, and is not for resale. User Notes: (1450144601) +1 ~ ` Standard ®rm ®f Agreement etween caner and Architect, Consfruction Manager as Adviser Edifion AGREEMENT made as of the sixth day of February in the year two thousand and thirteen (ba words, indicate dory, month and year.) ADDITIONS AND DELETIONS: The author of this document has BETWEEN the Architect's client identified as the Owner: added information needed for its (Name, legal stales, address and other irtforncalioac) completion. The author may also have revised the text of the original City of Meridian AIA standard form. An Additions and 33 East Broadway Avenue Deletions Report that notes added Meridian, ID 83642 information as well as revisions to the Telephone Number: 208-898-5500 standard form text is available from the author and should be reviewed. A vertical line in the left margin of this and the Architect: document indicates where the author (Marne, legal slalus, address and outer is forartalioaa) has added necessary information and where the author has added Fo or SPF Water Engineering, LLC deleted from the original AIA text. 300 East Mallard Drive This document has important legal Suite 350 consequences. Consultation with an Boise, ID 83706 attorney is encouraged with respect Telephone Number: 208-383-4140 to its completion or modification. This document is intended to be used for the following Project: in conjunction with AIA Documents T' ' (Name, location and detailed description) A132 ' -2009, Standard Form of Agreement Between owner and Wastewater Treatment Plant Laboratory Contractor, Construction Manager as Adviser Edifion; A232TM'-2009, 3401 North Ten Mile Road General Conditions of the Contract Meridian, ID 83642 for Construction, Construction Anew laboratory building at the City's wastewater treatment plant. Project includes a Manager as Adviser Edition; and 6,000 square foot expansion of the existnig 2,000 square foot wastewater treatment plant C132T~A-2009, standard Form of laboratory. This expansion might include ttp to two story struchtre with ulterior Agreement Between Owner and observation platform, and testing space for physicals, dennand/nutrients, microbiology, Construction Manager as Adviser. metals (fiihire), saunple receiving, acid cleaning, chemical storage, laboratory storage, record storage, laboratory supervisor, break room, mechanical/electrical and restrooms. AIA Document A232""-2009 is , The fiihtre metals testing space is planned to be added in the existing building after the adopted in this document by reference. Do not use with other expansion is constructed and occupied. general conditions unless this The Construction Manager: document is modified. (Nance, leg~d stahas, nddress acad ollaer informafioaa) Beniton Constriction, Inc. 366 SW 5th Avenue Suite 104 Meridian, ID 83642 Telephone Number: 208-884-0027 The Owner and Architect agree as follows. Init. AIA Document B132TM - 2008 (formerly 8141 TM'CMa -1982). Copyright ©1992 and 2009 by The American Institute of Architects. Alt rights reserved. / This document was produced by AIA software at 10:28:03 on 01/31/2013 under Order No.4696376958_1 which e~ires on 01/2412014, and is not for resale. User Notes: (1131753559) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Section L 1. (Note the disposition for the following items by inser7irrg the rerlrrested information or' a stalernent such as "not applicable, " "unkrrolam at tune of execution" or "to be determined later by ntntual agreement. ') § 1.1.1 The Owner's program for the Project: (Identify doctrrnerrtation or state the manner in which the program will be developed.) The City of Meridian has completed a Laboratory Space Evahiation Technical Memorandum (by HDR Engineering, Inc., dated October 19, 2010) and a Concephtal Evaluation of a New Laboratory and Administration Builduig for flee Meridian WWTP (by CH2M HiII, dated April 23, 2012). The City also distributed other basis of planning materials with Addendum #1 to the City's Request for Qualifications for consultant selection. These documents establish the initial estimation of laboratory space requirements and testing areas. § 1.1.2 The Project's physical characteristics: (Identify or describe, if appropr7ate, size, location, dirnensiorrs, or• other pertinent it for~natiorr, such as geotechnical reports; site, boundary and Topographic surveys; franc and trtiJity strtdies; rrvailabilily of public and private utilities curd services; legal description of the site; etc.) The existing laboratory is approximately 2,000 square feet and will be used for fiiture metals testing and other miscellaneous uses. The Iaboratory expansion will be approximately 6,000 square feet and will include all other spaces. The entire building will be located within the boundary of the City's wastewater treatment plant. The City will provide information on treatment plant yard piping and other underground utilities. An updated geotechnical evaluation for the location of the Iaboratory building expansion will be prepared by Owner's Consultant. § 1.1.3 The Owner's budget for the Cost of the Work, as defined in Section 6.1: (Provide total ~rnd, if krroianr, a line item breakdotv~r.) $1.9 million. Init. AIA Document 8132*"" - 2009 (formerly B141'MCMa - 1882). Copyright ©1992 and 2009 by The American Instituie of Architects. All rights reserved. This document was produced by AIA software at 10:28:03 on 01/31!2013 under Order No.4696376958_1 which e~ires on 01124/2014, and is not for resale. User Notes: (1131753559) § 1.1.4 The Owner's anticipated design and constntction schedule: .1 Design phase milestone dates, if any: Final design complete: May 31, 2013. .2 Conunencement of construction: Approximately August 1, 2013 (or later, depending on the progress of the RV dump relocation and the constntction schedule being managed by the Construction Manager). .3 Substantial Completion date or milestone dates: September 30, 2014. .4 Other: Notice to Proceed for design: February 6, 2013. § 1.1.5 The Owner intends to retain a Construction Manager adviser and: (Note that, if Mtltiple Prri~re Contractors are used, the lean "Corrtractot•" as referred to throughout !Iris Agr•eerueul 1an11 be as afplural au mmber•.) [ ] One Contractor [ X ] Multiple Prime Contractors [ ] Unknown at time of execution § 1.1.6 The Owner's requirements for accelerated or fast-track scheduling, multiple bid packages, or phased constntction are set forth below: (Last number and t)~pe of bid/pr•octrrernenipickages.) Construction Manager will issue multiple bid packages. The Construction Manager is responsible for breakuig out bid packages from a single set of constntction Documents. § 1.1.7 Other Project information: (Identify special characteristics or needs of the Project trot provided elsewhere, such as envirotrmetrtully responsible design or historic preset•t~afion regtirements.) LEED Silver Certificaiton is being sought. § 1.1.8 The Owner identifies the following representative in accordance with Section 5.4: (Last Warne, address artd other ar formation.) David Allison 33 East Broadway Avenue Meridian, ID 83642 Telephone Number: 208-898-5500 Email Address: dallison@meridiancity.org § 1.1.9 The persons or entities, ui addition to the Owner's representative, who are required to review the Architect's submittals to the Owner are as follows: (List frame, address and other ar formation.) (rllt. AIA Document 6132*M - 2009 (formerly 6141 TMCMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. Alf rights reserved. 3 This document was produced by AIA software at iD:28:03 on 01/31/2013 under Order No.4696376958_1 which expires on 01/24/2014, and is not for resale. User Notes: (1131753559) David Allison 33 E Broadway Ave Meridian, ID 83642 208-898-5500 § 1.1.10 The Owner will retain the following consultants: (List /tame, legal status, address and outer inforrrtatiart.) .1 Construction Manager: The Construction Manager is identified on the cover page. If a Construction Manager has not been retained as of the date of this Agreement, state the anticipated date of retention: ,2 Cost Consultant (fin addition to the Constntction Manager): (If u Cost Corrsultaut is retained, appropriate references to the Cost Cousttltaut should be inserted in Sectiorts3.2.6,3.2.7,3.3.2,3.3.3,3.4.5,3.4.6,5.4,6.3,6.3.1,6.4aud11.6.) N/A .3 Land Surveyor: Civil Survey 1400 East Watertower Street Meridian, ID 83642 .4 Geotechnical Engineer: Strata, Inc. Dan Gada 8653 West Haekamore Drive Boise, ID 83709 5 Civil Engineer: N/A 6 Other consultants: (List ar?y other consttltmrts retained by fhe Otanter, such as a Project or Program Manager, or schedtrlirtg cousultaut.) Owner will retain Consultant(s) for design and systems integration for Security and Supervisory Control and Data Aquisition (SCADA) systems. § 1.1.11 The Architect identifies the following representative in accordance with Section 2.3: (List rrarrte, address and outer irrforrrurtiou.) Init. AIA Document 6132*~^ - 2009 (formerly B141'"'CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects, AIt rights reserved. 4 This document was produced byAlA software at 10:28:03 on 01/3112013 under Order No.4696376958_1 which expires on 01/2412014, and is not for resale. User Notes: (1131753559) David Keil 300 East Mallard Drive Suite 350 Boise, ID 83706 Telephone Number: 208-3$3-4140 Mobile Number: 208-830-0842 Email Address: dkeil@,spfwater.com § 1.1.12 The Architect will retain the consultants identified in Sections 1.1.12.1 and 1.1.12.2: (List name, legal status, address and other nafoa7saatioaa.) § 1.1.12.1 Consultants retanted under Basic Services: .1 Structural Engineer: Lochsa Engineering Riley Mahaffey 201 North Maple Grove Road Boise, ID 83704 Telephone Number: 208-342-7I68 2 Mechanical Engineer: Musgrove Engineering Charles Paulin 234 South Whisperwood Way Boise, ID 83709 Telephone Number: 208-384-0585 3 Electrical Engineer: Musgrove Engineering Kurt Lechtenberg 234 South Whisperwood Way Boise, ID 83709 Telephone Number: 208-384-0585 § 1.1.12.2 Consultants retauted under Additional Services Carole Leong, 17 Iris Avenue, San Francisco, CA 94118. 415-379-6097. The Land Group, 462 East Shore Drive, Suite 100, Eagle, ID 83616. 208-939-4041. Johnson Architects, PC, 36 E Puie Ave, Meridian, ID 83642. 208-846-9033. Sprague Solutions, 615 West Hays Street, Boise, ID 83702. 208-331-7737. § 1.1.13 Other Initial Information on which the Agreement is based: SPF Water Engineering, LLC (SPF) is the prune consultant for this Agreement with the City of Meridian. For the purposes of this Agreement only, the use of the term Architect shall refer to SPF as the fnan will bear all rights and responsibilities to perform the services provided herein per the terms and conditions of this Agreement. A firm licensed to perform architecture is the Architect of Record for the project upon execution of Consultant Agreement with SPF. Owner agrees and acknowledges SPF can subcontract services set forth ni this agreement. Init. AIA Document 6132TM - 2009 (formerly 6141'"'CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. This document was produced by AIA software at 10:28:03 on 01/31/2013 under Order No.4696376958_1 which expires on 01/24!2014, and is not for resale. User Notes: (1131753559) 5 § 1.2 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that such information may materially change and, ih that event, the Owner and the Architect shall appropriately adjust the schedule, the Architect's services and the Architect's compensation. ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2.1 The Architect shall provide the professional services as set forth in this Agreement. § 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. § 2.3 The Architect shall provide its services in conjunction with the services of a Consttttction Manager as described in AIA Document C 132TT`~-2009, Standard Form of Agreement Between Owner and Construction Manager. The Architect shall not be responsible for actions taken by the Construction Manager. § 2.4 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. § 2.5 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. § 2.6 The Architect shall maintain the following insurance for the duration of this Agreement. If any of the requirements set forth below exceed the types and knits the Architect normally maintains, the Owther shall reimburse tine Architect for any additional cost. I § 2.6.1 Comprehensive General Liability with policy limits of not less than One Million Dollars and Zero Cents ($ 1,000,000.00) for each occurrence and in the aggregate for bodily injury and property damage. § 2.6.2 Automobile Liability covering owned and rented vehicles operated by the Architect with policy limits of not less than One Million Dollars and Zero Cents ($ 1,000,000.00) combined single linhit and aggregate for bodily injury and property damage. § 2.6.3 The Architect may use umbrella or excess liability insurance to achieve the required coverage for Comprehensive General Liability and Automobile Liability, provided that such umbrella or excess insurance results in the same type of coverage as required for the individual policies. § 2.6.4 Workers' Compensation at stahttory linnits and Employers Liability with a policy limit of not less than ($ ). § 2.6.5 Professional Liability covering the Architect's negligent acts, errors and omissions ih its performance of professional services with policy knits of not less than One Million Dollars and Zero Cents ($ 1,000,000.00) per claim and in the aggregate. § 2.6.6 The Architect shall provide to the Owner certificates of insurance evidencing compliance with the requirements in this Section 2.6. The certificates will show the Owner as an additional iisured on the Comprehensive General Liability, Automobile Liability, umbrella or excess policies. ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES § 3.1 The Architect's Basic Services consist of those described ii Article 3 and include usual and customary stntctural, mechanical, and electrical engineering services. Services not set forth in this Article 3 are Additional Services. § 3.1.1 The Architect shall manage the Architect's services, consult with the Owner and the Construction Manager, research applicable design criteria, attend Project meetings, communicate with members of the Project team and report progress to the Owner. Init. AIA Document B132*R" - 2009 (formerly 8141'MCMa - 1992). Copyright ©1992 and 2009 by The American Instituie of Architects. Alt rights reserved. ~ This document was produced by AIA software at 10:28:03 on 01/31/2013 under Order No.4696376958_1 which expires on 01/2412014, and is not for resale. User Notes: (1131753559) 6 § 3.1.2 The Architect shall coordinate its services with those services provided by the Owner, the Construction Manager and the Owner's other consultants. The Architect shall be entitled to rely on the accuracy and completeness of services and information fitntished by the Owner, the Construction Manager, and the Owner's other consultants. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error, omission or inconsistency in such services or information. § 3.1.3 As soon as practicable after the date of this Agreement, the Architect shall submit to the Owner and the Construction Manager a schedule of the Architect's services for inclusion iu the Project schedule prepared by the Construction Manager. The schedule ofthe Architect's services shall include design nulestone dates, anticipated dates when cost estimates or design reviews may occur, and allowances for periods of time required (I) for the Owner's review, (2) for the Constntction Manager's review, (3) for the performance of the Owner's consultants, and (4) for approval of submissions by authorities having •jurisdiction over the Project. § 3.1.4 The Architect shall submit ntformation to the Construction Manager and participate in developing and revisumg the Project schedule as it relates to the Architect's services. § 3.1.5 Once the Owner and the Architect agree to the time limits established by the Project schedule, the Owner and the At•ehitect shall not exceed them, except for reasonable cause. § 3.1.6 The Architect shall not be responsible for an Owner's directive or substitution, or for the Owner's acceptance ofnon-conforming Work, made without the Architect's approval. § 3.1.7 The Architect shall, at appropriate times, in coordination with the Constntction Manager, contact the governmental authorities required to approve the Constntction Documents and the entities providing utility services to the Project. In designing the Project, the Architect shall respond to applicable design requirements imposed by such governmental authorities and by such entities providutg utility services. § 3.1.8 The Architect shall assist the Owner and Constntction Manager in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. § 3.2 Schematic Design Phase Services § 3.2.1 The Architect shall review the program and other information fiunished by the Owner and Constntction Manager, and shall review laws, codes, and regulations applicable to the Architect's services. § 3,2.2 The Architect shall prepare a preliminary evaluation of the Owner's program, schedule, budget for the Cost of the Work, Project site, and the proposed procurement or delivery method and other Initial Information, each in terms of the other, to ascertain the requirements of the Project. The Architect shall notify the Owner of (I) any inconsistencies discovered in the information, and (2) other infornation or consulting services that may be reasonably needed for the Project. § 3.2.3 The Architect shall present its preliminary evaluation to the Owner and Constntction Manager and shall discuss with the Owner and Constntction Manager alternative approaches to design and construction of the Project, including the feasibility of incorporating environmentally responsible design approaches. The Architect shall reach an understanding with the Owner regarding the requirements of the Project. § 3.2.4 Based on the Project requirements agreed upon with the Owner, the Architect shall prepare and present to the Owner and Construction Manager, for the Owner's approval, a preliminary design illustrating the scale and relationship of the Project components. § 3.2.5 Based on the Owner's approval of the preliminary design, the Architect shall prepare Schematic Design Documents for the Owner's approval and the Construction Manager's review. The Schematic Design Documents shall consist of drawings and other documents including a site plan, if appropriate, and prelimuiary building plans, sections and elevations; and may include some combination of study models, perspective sketches, or digital modeling. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. Inst. AIA Document B132TM~ - 2008 (formerly 8141""CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 7 ~ This document was produced byAlA software at 10:28:03 on 01/31/2013 under Order No.4696376958_1 which e~ires on 01/2412014, and is not for resale. User Notes: (1131753559) § 3.2.5.1 The Architect shall consider environmentally responsible design alternatives, such as material choices and builduig orientation, together with other considerations based on program and aesthetics, in developing a design that is consistent with the Owner's program, schedule and budget for the Cost of the Work. The Owner may obtain other environmentally responsible design services tinder Article 4. § 3.2.5.2 The Architect shall consider with the Owner and the Construction Manager the value of alternative materials, building systems and equipment, together with other considerations based on program and aesthetics in developing a design for the Project that is consistent with the Owner's schedule and budget for the Cost of the Wark. § 3.2.6 The Architect shall submit the Schematic Design Documents to the Ovarer and the Construction Manager. The Architect shall meet with the Construction Manager to review the Schematic Design Documents. § 3.2.7 Upon receipt of the Construction Manager's review continents and cost estimate at the conclusion of the Schematic Design Phase, the Architect shall take action as required under Section 6.4, identify agreed upon adjustments to the Project's size, quality or budget, and request the Owner's approval of the Schematic Design Documents. If revisions to the Schematic Design Documents are required to comply with the Owner's budget for the Cost of the Work at the conclusion of the Schematic Design Phase, the Architect shall incorporate the required revisions in the Design Development Phase. § 3.2.8 In the fiu•ther development of the Drawings and Specifications during this and subsequent phases of design, the Architect shall be entitled to rely on the accuracy of the estimates of the Cost of the Work, which are to be provided by the Construction Manager under the Constntction Manager's agreement with the O~~nier. § 3.3 Design Development Phase Services § 3.3.1 Based on the Owner's approval of the Schematic Design Documents, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work pursuant to Section 5.4, the Architect shall prepare Design Development Documents for the Owner's approval and the Construction Manager's review. The Design Development Documents shall be based upon utformation provided, and estunates prepared by, the Construction Manager and shall illushate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans, sections, elevations, typical construction details, and diagrarmnatic layouts of building systems to fix and describe the size and character of the Project as to architectural, struch~ral, mechanical and electrical systems, and such other elements as maybe appropriate. The Design Development Documents shall also include outline specifications that identify major materials and systems and establish in general thew quality levels. § 3.3.2 Prior to the conclusion of the Design Development Phase, the Architect shall submit the Design Development Documents to the Owner and the Construction Manager. The Architect shall meet with the Constntction Manager to review the Design Development Documents. § 3.3.3 Upon receipt of the Construction Manager's information and estimate at the conclusion of the Design Development Phase, the Architect shall take action as required under Sections 6.5 and 6.6 and request the Owner's approval of the Design Development Documents. § 3.4 Construction Documents Phase Services § 3.4.1 Based on the Owner's approval of the Design Development Documents, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Construction Documents for the Owner's approval and the Constntction Manager's review. The Construction Documents shall illustrate and describe the fiu-ther development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels of materials and systems and other requirements for the construction of the Work. The Owner and Architect acknowledge that in order to constrltct the Work the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect shall review in accordance with Section 3.6.4. § 3.4.2 The Architect shall incorporate into the Construction Documents the design requirements of governmental authorities havnlg jurisdiction over the Project. Ihit. AIA Document 6132T"~ - 2009 (formerly B141 TMCMa -1992). Copyright ©1992 and 2009 by The American Instiluie of Architects. All rights reserved. 8 / This document was produced by AIA software at 10:28:03 on 01/31/2013 under Order No.4696376958_1 which expires on 01/24!2014, and is not for resale. User Notes: (1131753559) § 3.4.3 During the development of the Construction Documents, if requested by the Owner, the Architect shall assist the Owner and the Constnrction Manager in the development and preparation of (1) bidding and procurement information that describes the time, place and conditions of bidding, inchtding bidding or proposal forms; (2) the form of agreement between the Owner and Contractor; and (3) the Conditions of the Contract for Construction (General, Supplementary and other Conditions); and (4) compile a project manual that includes the Conditions of the Contract for Construction and may include bidding requirements and sample forms. § 3.4.4 Prior to the conclusion of the Construction Documents Phase, the Architect shall submit the Construction Documents to the Owner and the Construction Manager. The Architect shall meet with the Construction Manager to review the Construction Documents. § 3.4.5 Upon receipt of the Construction Manager's information and estimate at the conclusion of the Construction Documents Phase, the Architect shall take action as required tinder Section 6.7 and request the Owner's approval of the Construction Documents. § 3.5 Bidding or Negotiation Phase Services § 3.5.1 General The Architect shall assist the Owner and Construction Manager in establishing a list of prospective contractors. Following the Owner's approval of the Construction Documents, the Architect shall assist the Owner and Construction Manager in (1) obtaining either competitive bids or negotiated proposals; (2) confirming responsiveness of bids or proposals; (3) determining the successhil bid or proposal, if any; and (4) awarding and preparing contracts for construction. § 3.5.2 Competitive Bidding § 3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contract Documents. § 3.5.2.2 The Architect shall assist the Owner and Constntction Manager in bidding the Project by .1 facilitating the reproduction of Bidding Documents for distribution to prospective bidders, .2 participating in a pre-bid conference for prospective bidders, and .3 preparing responses to questions fi•om prospective bidders and providing clarifications and uiterpretations of the Bidding Documents in the form of addenda. § 3.5.2.3 The Architect shall consider requests for substitutions, if the Bidding Documents permit substitutions, and shall consult with the Construction Manager and prepare and distribute addenda identifying approved substitrttions to all prospective bidders. § 3.5.3 Negotiated Proposals § 3.5.3.1 Proposal Documents shall consist of proposal requirements, and proposed Contract Documents. § 3.5.3.2 The Architect shall assist the Owner and Constntction Manager in obtaining proposals by .1 facilitating the reproduction of Proposal Documents for distribution to prospective contractors, and requesting their return upon completion of the negotiation process; .2 participating ui selection interviews with prospective contractors; and .3 participating in negotiations with prospective contractors. § 3.5.3.3 The Architect shall consider requests for substitutions, if the Proposal Documents permit substihitions, and shall consult with the Constntction Manager and prepare and distribute addenda identifying approved substitrrtions to all prospective contractors. § 3.6 Construction Phase Services § 3.6.1 General § 3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in AIA Document A232TM-2009, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition. If the Owner and Contractor modify AIA Document A232-2009, those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement. Init. AIA Document 8132*M - 2008 (formerly 8141 T"CMa -1882). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. ~ This document was produced by AIA software at 10:28:03 on 0113112013 under Order No.4696376958_1 which expires on 01/2412014, and is not for resale. User Notes: (1131753559) § 3.6.1.2 The Architect shall advise and consult with the Owner and Construction Manager during the Construction Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, charge of, or responsibility far the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Consh•uction Manager, or the Conh•actor or of any other persons or entities performing portions of the Work. § 3.6.1.3 Subject to Section 4.3, the Architect's responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates on the date the Architect issues the fmal Certificate for Payment. § 3.6.2 Evaluations of the Work § 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required in Section 4.3.3, to become generally familiar with the progress and quality of the partion of the Work completed, and to detennine, in general, if the Work observed is being performed in a mamler iidicating that the Work, when fully completed, will be in accordance with the Coufr•act Documents. However, the Architect shall not be requi•ed to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of the site visits, the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner and the Construction Manager (1) known deviations fi•om the Contract Documents and from the most recent construction schedule, and (2) defects and deficiencies observed in the Work. § 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents and shall notify the Construction Manager about the rejection. Whenever the Architect considers it necessary or advisable, the Architect, upon written authorization from the Owner and notification to the Consh•uction Manager, shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, iistalled or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performiig portions of the Work. § 3.6.2.3 The Architect shall interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of the Constniction Manager, Owner, or Contractor through the Construction Manager. The Architect's response to such requests shall be tuade in writing within any time limits agreed upon or otherwise with reasonable promptness. § 3.6.2.4 hiterpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or iu the form of drawiigs. When making such interpretations and decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either, and shall not be Iiable for results of interpretations or decisions rendered in good faith. The Architect's decisions on matters relatiig to aesthetic ellect shall be final if consistent with the intent expressed ii the Contract Documents. § 3.6.2.5 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker, as that term is defined in AIA Document A232-2009, the Architect shall render initial decisions on Clains between the Owner and Contractor as provided in the Contract Documents. § 3.6.3 Certificates for Payment to Contractor § 3.6.3.1 The Architect shall review and certify art application for payment not more frequently than monthly. Within seven days after the Architect receives an application for payment forwarded from the Construction Manager, the Architect shall review and certify the application as follows: .1 Where there is only one Contractor responsible for performing the Work, the Architect shall review the Contractor's Application and Certificate for Payment that the Conshllction Manager has previously reviewed and certified. The Architect shall certify the amount due the Contractor and shall issue a Certificate for Payment ii such amount. Init. AIA Document 6132T'a - 2008 (formerly B1417M11CMa -1892). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 10 ~ This document was produced by AIA software at 10:28:03 on 01/31/2013 under Order No.4696376958_1 which e~ires on 01/2412014, and is not for resale. User Notes: (1131753559) .2 Where there are Multiple Prime Contractors responsible for performing different portions of the Project, the Architect shall review a Project Application and Project Certificate for Payment, with a Summary of Contractors' Applications for Payment, that the Construction Manager has previously prepared, reviewed and certified. The Architect shall certify the amounts due the Contractors and shall issue a Project Certificate for Payment in the total of such amounts. § 3.6.3.2 The Architect's certification for payment shall constihrte a representation to the Owner, based on (I) the Architect's evaluation of the Work as provided in Section 3.6.2, (2) the data comprising the Contractors Application for Payment or the data comprising the Project Application for Pa}nnent, and (3) the reconumendatian of the Construction Manager, that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject (1) to an evautation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) to results of subsequent tests and inspections, (3) to correction of minor deviations from the Contract Documents prior to completion, and (4) to specific qualifications expressed by the Architect. § 3.6.3.3 The issuance of a Certificate for Payment or a Project Certificate for Pa}nnent shall not be a representation that the Architect has (1) made exhaustive or contuiuous on-site inspections to check the quality or quantity of the Work, (2) reviewed constnrction 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) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 3.6.3.4 The Architect shall maintaur a record of the applications and certificates for payment. § 3.6.4 Submittals § 3.6.4.1 The Architect shall review the Construction Manager's Project submittal schedule and shah not unreasonably delay or withhold approval. The Architect's action in reviewing submittals transmitted by the Construction Manager shall be taken ni accordance with the approved submittal schedule or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. § 3.6.4.2 Iu accordance with the Architect-approved Project submittal schedule, and after the Construction Manager reviews, approves and transmits the submittals, the Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawutgs, 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. Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions, quantities, and installation or performance of equipment or systems, which are the Gorltractor's responsibility. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any constnrction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 3.6.4.3 If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems, materials or equipment, the Architect shall specify the appropriate performance and design criteria that such services must satisfy. The Architect shall review shop drawings and other submittals related to the Work designed or certified by the design professional retauied by the Contractor that bear such professional's seal and signahrre when submitted to the Architect. The Architect shalt be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals. § 3.6.4.4 After receipt of the constnrction Manager's reconunendations, and subject to the provisions of Section 4.3, the Architect shall review and respond to requests for information about the Contract Documents. The Architect, in consultation with the Construction Manager, shall set forth in the Contract Documents the requirements for requests for unformation. Requests for information shall include, at a minimum, a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nahrre of the clarification requested. The Architect's response to such requests shall be made in writing within any time linuts agreed upon, or otherwise with reasonable promptness. If appropriate, the Architect shall prepare and issue supplemental Drawings and Specifications in response to requests for infornation. Init. AIA Document 6132TM' - 2009 (formerly 8141 T'ACMa -1982). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 11 ~ This document was produced by AIA software at 10:28:03 on 01/31/2013 under Order No.4696376958_1 which e~ires on 01/24/2014, and is not for resale. User Notes: (1131753559) § 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals h•ansmitted by the Conshuetion Manager in accordance with the requirements of the Contract Documents. Init. § 3.6.5 Changes in the Work § 3.6.5.1 The Architect shall review and sign, or take other appropriate action, on Change Orders and Cornstnfetion Change Directives prepared by the Construction Manager for the Owner's approval and execution in accordance with the Contract Documents. § 3.6.5.2 The Architect may authorize minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Tirne. Such changes shall be effected by written order issued by the Architect through the Construction Manager. § 3.6.5.3 The Architect shall maintain records relative to changes in the Work. § 3.6.6 Project Completion § 3.6.6.1 The Architect, assisted by the Construction Manager, shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion prepared by the Constriction Manager; receive from the Construction Manager and review written warranties and related documents required by the Contract Documents and assembled by the Contractor; and, after receipt of a final Contractor's Application and Certificate for Paynnent or a fuial Project Application and Project Certificate for Payment from the Constriction Manager, issue a fmal Certificate for Payment based upon a final inspection indicatiig the Work complies with the requirements of the Contract Documents. § 3.6.6.2 The Architect's inspections shall be conducted with the Owner and Construction Manager to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Construction Manager and Contractor of Work to be completed or corrected. § 3.6.6.3 When the Work is found to be substantially complete by the Constriction Manager and Architect, and after certification by the Construction Manager and the Architect, the Architect shall inform the Owner about the balance of the Contract Sum remainiig to be paid the Contractor, including the amount to be retained fi•om the Contract Stun, if any, for final completion or correction of the Work. § 3.6.6.4 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shall, without additional compensation, conduct a meeting with the Owner to review the facility operations and perfornnance. ARTICLE 4 ADDITIONAL SERVICES § 4.1 Additional Services listed below are not included in Basic Services but maybe requi•ed for the Project. The Architect shall provide the listed Additional Services only if specifically designated in the table below as the Architect's responsibility, and the Owner shall compensate the Architect as provided in Section 11.2. (Designate the Additional Services the Architect shall provide in the second cohrrnn of the table beloty. Irr the 1lrird coltnnn indicate whether the service description is located in SecNorr 4.2 or in an attached exhibit. If ir? art exhibit, identify the exhibit.) Services Responsibility (Architect, Otinrer or' Not Provided) Location of Service Description (Section 4.2 below or irz an ea~hibit attached to this document and idertti~ed beloti) 4.1.1 Pro ranunun Architect 4.1.2 Multi le t•eliminar desi ns Not Provided 4.1.3 Measured drawin s Not Provided 4.1.4 Existin facilities surve s Ownner 4.1.5 Site evaluation and tannin (B203Tnr-2007 Not Provided 4.1,6 Buildin information nnodelin Not Provided 4.1.7 Civil en ineerin Architect 4.1.8 Landsca e desi n Architect AIA Document B132T"' - 2009 (formerly 6141 T~^CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. AIE rights reserved. 12 This document was produced by AIA software at 10:28:03 on 01/31/2013 wider Order No.4696376958_1 which e~ires on 01/2412014, and is not for resale. User Notes: (1131753559) 4.1.9 Architeehtral interior desi n (B252TM-2007 Architect 4.1.10 Value anal sis (B204TM-2007 Owner (CM) § 4.1.11 Detailed cost estunatu~ Owner (CM) § 4.1.12 On-site roject re resentation (B207TM-2008 Owner (CM) § 4.1.13 Conformed constn~ction documents Not Provided § 4.1.14 As-desi ned record drawntgs Not Provided 4.1.15 As-constntcted record drawin s Not Provided 4.1.16 Post occu atie evaluation Not Provided 4.1.17 Faclit su ort services (B21 OTA'-2007 Not Provided 4.1.18 Tenant-related services Owner 4.1.19 Coordination of Owner's consultants Architect 4.1.20 Telecommunications/data desi tt Architect 4.1.21 Secttrit evaluation and lamlin (B206TM-2007 Owner 4.1.22 Comntissionin (B211TM-2007 Not Provided 4.1.23 Extensive environmental) res onsible desi t Not Provided 4.1.24 LEED'S' certification (B214TM-2007) Architect 4.1.25 Historic reservation (B205TM-2007 Not Provided § 4.1.26 Futnihtre, fiirttishings, and equipment design (B253TM 2007} Architect § 4.2 Insert a description of each Additional Service designated in Section 4.1 as the Architect's responsibility, if not fiirther described ut an exhibit attached to this document. Civil engineering includes desgtl of grading, drainage, and paving. Landscape design includes irrigation and landscaping planting. Coordination of Owner's consultants includes communication with geotechnical enguieer and land surveyor under contract with Owner. § 4.3 Additional Services may be provided after execution of this Agreement, without invalidating the Agreement. Except for services required dtte to the fault of the Architect, any Additional Services provided in accordance with this Section 4.3 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect's schedule. § 4.3.1 Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to provide the following services until the Architect receives the Owner's written authorization: .1 Services tleeessitated by a change in the Initial Information, previous instntctions or reeonunendations given by the Construction Manager or the Owner, or approvals given by the Owner, or a material change in the Project including, but not )united to, size, quality, complexity, building systems, the Owner's schedule or budget for Cost of the Work, constnictability considerations, procurement or delivery method, or bid packages iu addition to those listed in Section I.1.6; .2 Making revisions ui Drawings, Specifications, or other documents (as required pursuant to Section 6.7), when such revisions are required because the Construction Manager's estimate of the Cost of the Work exceeds the Owner's budget, except where such excess is due to changes initiated by the Architect in scope, capacities of basic systems, or the kinds and quality of materials, finishes or equiptent; .3 Services necessitated by the Owner's request for extensive environmentally responsible design alternatives, such as unique system designs, in-depth material research, energy modeling, or LEED® certif cation; .4 Changing or editing previously prepared htstruments of Service necessitated by the enachnent or revision of codes, laws or regulations or official interpretations; .5 Services necessitated by decisions of the Owner or Construction Manager not rendered in a timely manner or any other failure of performance on the part of the Owner, Construction Manager or the Owner's other consultants or contractors; Init. AIA Document 6132T~' - 2009 (formerly 8141 ""CMa - 1882). Copyright ©1992 and 2009 by The American Institute of Architects. Alf rights reserved. 13 This document was produced by AIA software at 10:28:03 on 01/31/2013 under Order No.4696376958_1 which e~ires on 01/24/2014, and is not for resale. User Notes: (1131753559) .6 Preparing digital data for transmission to the Owner's consultants and contractors, or to other Owner authorized recipients; .7 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner or Constnnetion Manager; .8 Preparation for, and attendance at, a public presentation, meeting or hearing; .9 Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto; .10 Evaluation of the qualifications of bidders or persons providing proposals; .11 Consultation concerning replacement of Work resulting fr orn fire or other cause during construction; or .12 Assistance to the Initial Decision Maker, if other than the Architect. § 4.3.2 To avoid delay in the Construction Phase, the Architect shall provide the following Additional Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If the Owner subsequently determines that all or parts of those services are not required, the Owner shall give prompt written notice to the Architect, and the Owner shall have no fiuther obligation to compensate the Architect for those services: .1 Reviewing a Contractor's submittal out of sequence from the initial Project submittal schedule agreed to by the Architect; .2 Responding to the Contractor's requests for information that are not prepared ii accordance with the Contract Documents or where such information is available to the Contractor from a carefirl study and comparison of the Contract Documents, field conditions, other Owner-provided information, Contractor-prepared coordination drawings, or prior Frojeet correspondence or documentation; .3 Preparing Change Orders, and Construction Change Directives that requi•e evaluation of Contractor's proposals and supporting data, or the preparation or revision of Instruments of Service; .4 Evaluating an extensive number of Claims as the Initial Decision Maker; .5 Evahtatiug substitutions proposed by the Owner, Construction Manager or Contractor and making subsequent revisions to Instnunents of Service resulting therefrom; or .6 To the extent the Architect's Basic Services are affected, providing Construction Phase Services 60 days after (1) the date of Substantial Completion of the Work or (2) the anticipated date of Substantial Completion, identified in Initial Information, whichever is earlier. § 4.3.3 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional Services. When tine limits below are reached, the Architect shall notify the Owner: .1 One (1) reviews of each Shop Drawing, Product Data item, sample and similar subnuttals of the Contractor .2 Thi•ty-two (32) visits to the site by the Architect over the duration of the Project duriig constnrction .3 Four (4) inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 Two (2) inspections for any portion of the Work to determine final completion § 4.3.4 If the services covered by this Agreement have not been completed within Nineteen (19) months of the date of this Agreement, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as Additional Services. ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely nnamier regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. Within 15 days after receipt of a written request from the Architect, the Owner shall fiirnish the requested iifornnation as necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights. § 5.2 The Owner shall retain a Construction Manager to provide services, duties and responsibilities as described in AIA Document C132 2009, Standard Form of Agreement Between Owner and Constriction Manager. The Owner shall provide the Architect a copy of the executed agreement between the Owner and the Construction Manager, and any fiuther modifications to the agreement. Init. AIA Document B132TM' - 2009 (formerly B141 T"'CMa -1982). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 14 This document was produced by AIA software at 10:28:03 on 01/31/2013 under Order No.4696376958_1 which e~ires on 01/24/2014, and is not for resale. User Notes: (1131753559) § 5.3 The Owner shall fiunish the services of a Construction Manager that shall be respansible for creating the overall Project schedule. The Owner shall adjust the Project schedule, if necessary, as the Project proceeds. § 5.4 The Owner shall establish and periodically update the Owner's budget for the Project, including (1) the budget for the Cost of the Work as defined in Section G I, (2) the Owner's other casts, and (3) reasonable contingencies related to all of these costs. The Owner shall furnish the services of a Canstniction Manager that shall be responsible for prepariig all estimates of the Cost of the Work. If the Owner significantly increases ar decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Architect and the Constntetion Manager. The Owner and the Architect, ii consultation with the Consri•uction Manager, shall thereafter agree to a corresponding change in the budget for the Cost of the Work or in the Project's scope and quality. § 5.4.1 The Owner acknowledges that accelerated, phased or fast-track schedulitg provides a benefit, but also can•ies with it associated risks. Such risks include the Owner incurring costs for the Architect to coordinate and redesign portions of the Project affected by procuring or itstalling elements of the Project prior to the completion of all relevant. Construction Documents, and costs for the Contractor to remove and replace previously installed Work. If the Ot ner selects accelerated, phased or fast-track scheduling, the Owner agrees to include in the budget for the Project sufficient contingencies to cover such costs. § 5.5 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 5.6 The Owner shall fi~rnish surveys to describe physical characteristics, legal linutations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and stntchires; designated wetlands; adjacent drainage; rights-ol=way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing builditgs, other improvements and trees; and iiformation concerning available utility services and lines, both public and private, above and below grade, iicludutg inverts and depths. All the iifonnation on the survey shall be referenced to a Project benchmark. § 5.7 The Owner shall fitrnish services of geotechnical engineers, which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground con•osiort tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recormuendations. § 5.8 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect's request, the Owner shall furnish copies of the scope of services in the contracts behveen the Owner and the Owner's consultants. The Owner shall fitrnish the services of consultants other than those designated in this Agreement, or authorize the Architect to fitrnish them as an Additional Service, when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants maintain professional liability insurance and other liability insurance as appropriate to the services provided. § 5.9 The Owner shall fiuYiish tests, inspections and reports required by law or the Contract Documents, such as stntetural, mechanical, and chemical tests, tests for air and water pollutian, and tests for hazardous materials. § 5.10 The Owner shall fitrnish all legal, insurance and accounting services, including auditing services, that tnay be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 5.11 The Owner shall provide prompt written notice to the Architect and Construction Manager if the Owner becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect's Instruments of Service. § 5.12 Except as otherwise provided in the Contract Documents or when direct comrmtnicationshavc been specially authorized, the Owner shall endeavor to communicate with the Contractor through the Construction Manager, and shall contemporaneously provide the same cormnuuications to the Architect about matters arising out of or relating to the Contract Documents. Conununications by and with the Architect's consultants shall be through dte Architect. Init. AIA Document B132T"" - 2009 (formerly 6141 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. ~ This document was produced by AIA software at 10:28:03 on 01/31/2013 under Order No.469637(i958_1 which e~ires on 01!24/2014, and is not for resale. User Notes: (1131753559) 15 § 5.13 Before executing the Contract for Constntction, the Owner shall coordniate the Architect's duties and responsibilities set forth in the Contract far Conshuction with the Architect's services set forth in this Agreement. The Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor, including the General Conditions of the Contract for Construction. § 5.14 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Construction Manager and Contractor to provide the Architect access to the Work wherever it is in preparation or progress. ARTICLE 6 COST OF THE WORK § 6.1 Far purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include the contractors' general conditions costs, overhead and profit. Tl~e Cost of the Work includes the compensation of the Construction Manager and Construction Manager's consultants during the Conshuction Phase only, including compensation for reimbursable expenses at the job site, if any. The Cost of the Work does not include the compensation of the Architect, the costs of the land, rights-of--way, financing, contnigencies for changes in the Work or other costs that are the responsibility of the Owner. § 6.2 The Owner's budget for the Cost of the Work is provided in fititial Information, and may be adjusted throughout the Project as required under Sections 5.4 and 6.4. Evaluations of the Owner's budget for the Cost of the Work represent the Architect's judgment as a design professional. § 6.3 The Owner shall require the Construction Manager to include appropriate contulgeneies for design, bidding or negotiating, price escalation, and market conditions in estimates of the Cost of the Work. The Architect shall be entitled to rely on the accuracy and completeness of estimates of the Cost of the Work the Canstruction Manager prepares as the Architect progresses with its Basic Services. The Architect shall prepare, as an Additional Service, revisions to the Drawings, Specifications or other documents required due to the Construction Manager's n~accuracies or incompleteness in preparing cost estimates. The Architect may review the Constntction Manager's estimates solely for the Architect's guidance in completion of its services, however, the Architect shall report to the Owner any material inaccuracies and inconsistencies noted during any such review. § 6.3.1 If the Architect is providing detailed cost estimating services as an Additional Service, and a discrepancy exists between the Constntction Manager's cost estimates and the Architect's cost estimates, the Architect and the Construction Manager shall work cooperatively to conform the cost estimates to one another. § 6.4 If, prior to the conclusion of the Design Development Phase, the Construction Manager's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work, the Architect, in consultation with the Constntction Manager, shall make appropriate recommendations tothe Owner to adjust the Project's size, quality or budget, and the Owner shall cooperate with the Architect ui making such adjushnents. § 6.5 If the estimate of the Cost of the Work at the conclusion of the Design Development Phase exceeds the Owner's budget far the Cost of the Work, the Owner shall .1 give written approval of an increase ui the budget for the Cost of the Work; .2 in consultation with the Architect and Construction Manager, revise the Project program, scope, or quality as required to reduce the Cost of the Work; or .3 implement any other mutually acceptable alternative. § 6.6 If the Owner chooses to proceed under Section 6.5.2, the Architect, without additional compensation, shall incorporate the required modifications in the Construction Documents Phase as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Design Development Phase Services, or the budget as adjusted under Section 6.5.1. The Architect's modification of the Construction Documents shall be the limit of the Architect's responsibility as a Basic Service under this Article 6. § 6.7 After incorporation of modifications under Section G6, the Architect shall, as an Additional Service, make any required revisions to the Drawings, Specifications or other documents necessitated by subsequent cost estimates that Inlt. AIA Document 6132T"~ - 2009 (formeriy 8141 ""CMa - 1982). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 16 / This document was produced by AIA software at 10:28:03 on 01/31/2013 under Order No.4696376958_1 which e~ires on 01/24/2014, and is not for resale. User Notes: (1131753559) exceed the Owner's budget for the Cost of the Work, except when the excess is due to changes uiitiated by the Architect in scope, basic systems, or the kinds and quality of materials, finishes or equipment. ARTICLE 7 COPYRIGHTS AND LICENSES § 7.1 The Architect and the Owner warant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. If the Owner and Architect intend to transmit Instnunents of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions. § 7.2 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instnunents of Service, including the Drawings and Specifications, and shall retain all common law, statutory and other reserved rights, includutg copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect's consultants. § 7.3 Upon execution of this Agreement, the ?,rchitect grants to the Owner a nonexclusive license to use the Architect's fiish•uments of Service solely and exclusively for purposes of constnicting, using, maintaining, altering and adding to the Project, provided that the Owner substantially performs its obligations, uicluding prompt payment of all sums when due, under this Agreement. The Architect shall obtain similar nonexclusive licenses fi•om the Architect's consultants consistent with this Agreement. The license granted under this section permits the Owner to authorize the Contractor, Construction Manager, Subcontractors, Sub-subcontractors, and material or egttipmeut suppliers, as well as the Owner's consultants and separate contractors, to reproduce applicable portions of the Instruments of Service solely and exclusively for use in performing services or construction for the Project. If the Architect rightfitlly terninates this Agreement for cause as provided in Section 9.4, the license granted in this Section 7.3 shall terminate. § 7.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Architect and Architect's consultant(s) from all claims and causes of action arising from such uses. The Owner, to the extent permitted bylaw, fiirther agrees to utdetnnify and hold harmless the Architect and its consultants from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's use of the Instruments of Service under this Section 7.3.1. The terms of this Section 7.3.1 shall not apply if the Owner rightfully terminates this Agreement for cause under Section 9.4. § 7.4 Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or nnplied tender this Agreement The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. ARTICLE 8 CLAIMS AND DISPUTES § 8.1 General § 8.1.1 The Owner and Architect shall commence all claims and causes of action, whether in contract, tort, or otherwise, against the other arisuig out of or related to this Agreement in accordance with the requirenteuts of the method of binding dispute resolution selected in this Agreement within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 8.1.1. § 8.1.2 To the extent damages are covered by property insurance, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A232-2009, General Conditions of the Contract for Construction. The Owner or the Architect, as appropriate, shall require of the Construction Manager, contractors, consultants, agents and employees of any of them similar waivers u~ favor of the other parties enumerated herein. Init. AIA Document 6132TM - 2008 (formerly 8141 T"'CMa -1992). Copyright ©1992 and 20D9 by The American Institute of Architects. All rights reserved. 17 / This document was produced by AIA software at 10:28:03 on 0113112013 under Order No.4696376956_1 which e~ires on 01/24!2014, and is not for resale. User Notes: (1131753559) § 8.1.3 The Architect shall indemnify and hold the Owner and the Owner's officers and employees harmless fi•aru and against damages, losses and judgments arising from claims by third parties, uicluding reasonable attorneys' fees and expenses recoverable under applicable law, but only to the extent they are caused by the negligent acts or omissions of the Architect, its employees and its consultants ui the performance of professional services under this Agreement. The Architect's duty to indemnify the Owner under this provision shall be limited to the available proceeds of insurance coverage. § 8.1.4 The Architect and Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This muh~al waiver is applicable, without limitation, to all consequential damages due to either party's termination of this Agreement, except as specifically provided in Section 9.7. § 8.1.5 Architect shall not be required to sign any documents, no matter by wwhom requested, that would result in Architect's having to certify, guaranty, or warrant the existence of conditions that Architect cannot ascertain. § 8.2 Mediation § 8.2.1 Arty claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arisuig out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binduig dispute resolution. § 8.2.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation which, unless the parties muhtally agree otherwise, shall be administered by the Arnericau Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made ni writing, delivered to the other party to the Contract, and filed with the person or entity administering the mediation. The request maybe made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binduig dispute resolution 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 of the parties or court order. If an arbitration proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 8.2.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is nnrtually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof: § 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding dispute resolution shall be the following: (Check fhe appropz7ale bor. If the Owrzer and ~ireTzilec/ do zzot' select a rrzetTzod o f binding dispute resoltrliorz below, or do »ot srrbsequezrlly agree in writing to n binding dispute resolu/iort znetbod o/her /ban li/iga/iozz, the dispute will be resolved in a co:a? of competent jur•isdicliorz.) [ ] Arbitration pursuant to Section 8.3 of this Agreement [ X ] Litigation nr a court of competent jurisdiction [ ] Other: (Specify) (Paragraphs deleted) ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Architect ut accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give seven days' written notice to the Owner before suspending services. hr the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses Init. AIA Document B132T"' - 2009 (formerly 8141 T'"CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. / This document was produced by AIA software at 10:28:03 on 01/3112013 under Order No.4696376958_1 which expires on 01/24/2014, and is not for resale. User Notes: (1131753559) 18 incurred in the interruption and resumption of the Architect's services. The At•chiteet's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remainng services and the time schedules shall be equitably adjusted. § 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect, the Architect may terminate this Agreement by giving not less than seven days' written notice. § 9.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the tettns of this Agreement through no fault of the party initiating the termination. § 9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. § 9.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to ternuiation, together with Reimbursable Expenses then due and all Termuiation Expenses as defined u~ Section 9.7. § 9.7 Termination Expenses are in addition to compensation for the Architect's services and inchtde expenses directly attributable to terntination for which the Architect is not otherwise compensated, plus an amount for the P,rchitect's anticipated profit on the value of the services not performed by the Architect. § S.8 The Owner's rights to use the Architect's Instnuments of Service in the event of a termination of this Agreement are set forth in Article 7 and Section 11.9. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located, except that if the parties have selected arbitration as the method of binduig dispute resolution, the Federal Arbitration Act shall govern Section 8.3. § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A232-2009, General Conditions of the Contract for Construction. § 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement. § 10.4 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Architect for review at least 14 days prior to execution. The Architect shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of this Agreement. § 10.5 Nothing contained in this Agreement shall create a conh•actual relationship with or a cause of action ui favor of a thud party against either the Owner or Architect. § 10.6 Unless otherwise required in this Agreement, the Architect shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure ofpersons to, hazardous materials or toxic substances in any form at the Project site. Init. AIA Document 6132T"' - 2009 (formerly 6141 T'"CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 19 ~ This document was produced byAlA software at 10:28:03 on 01/31/2013 under Order No.4696376958_1 which e~ires on 01/2412014, and is not for resale. User Notes: (1131753559) § 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Froject. § 10.8 If the Architect or Owner receives information specifically designated by the other party as "confidential" or "business proprietary," the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except to (1) its employees, (2) those who need to know the content of such information in order to perform services or construction solely and exclusively for the Project, or (3) its consultants and conh•aetors whose contracts include similar resh•ictions on the use of confidential information. ARTICLE 11 COMPENSATION § 11.1 For the Architect's Basic Services described under Article 3, the Owner shall compensate the Architect as follows: (brser! amor/rr! of, or basis for; corttpensalion.) Architect's fee for Basic Services is a lump sum amount of $276,819, including subconsultants and reimbursibles. § 11.2 For Additional Services designated in Section 4.1, the Owner shall compensate the Architect as follows: (Inset! cnnorrlr! of, or basis for•, cornperlsaliorr. If necessary, list specific ser~~ices !o which parliculm~ methods of conrpensafial apply.) Architect's fee for these additional services is a lump sum amount of $101,777, including subconsultants and reimbursibles. § 11.3 For Additional Services that may arise duruig the course of the Project, including those tinder Section 4.3, the Owner shall compensate the Architect as follows: (I»ser•l cnnoirn! of, or~ basis for, eorrlperrscrtiorr.) Time and materials based on the labor rate schedule identified in Section 11.7 and associated reunbursible expenses identified in Section 11.8, uichtdutg subconsultants fee with 10% markup and expenses with 10% markup. § 11.4 Compensation for Additional Services of the Architect's consultants when not included in Sections 11.2 or 11.3, shall be the amount invoiced to the Architect plus Ten percent (10.00 %), or as otherwise stated below: § 11.5 Wlrere compensation for Basic Services is based on a stipulated sum or percentage of the Cost of the Work, the compensation for each phase of services shall be as follows: Schematic Design Phase Twenty-five percent ( 25 %) Design Development Phase Fifteen percent ( 15 %) Construction Documents Phase Thirty-five percent ( 35 %) Bidding or Negotiation Phase Five percent ( 5 %) Construction Phase Twenty percent ( 20 %) Total Basic Compensation one hundred percent ( 100 %) The Owner acknowledges that with an accelerated Project delivery or multiple bid package process, the Architect may be providing its services in multiple Phases sinnrltaneously. Therefore, the Architect shall be permitted to invoice monthly in proportion to services performed in each Phase of Services, as appropriate. § 11.6 When compensation is based on a percentage of the Cost of the Work and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 11.5 based on (1) the lowest bona Init. AIA Document 6132TM - 2008 (formerly 8141 ""CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 20 This document was produced by AIA software at 10:28:03 on 01/31/2013 under Order No.4696376958_1 which expires on 01/2412014, and is not for resale. User Notes: (1131753559) fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent estimate of the Cost of the Work prepared by the Construction Manager for such portions of the Project. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Consh•uction Phase is commenced. § 11.7 The hourly billing rates for services of the Architect and the Architect's consultants, if any, are set forth below. The rates shall be adjusted in accordance with the Architect's and Architect's consultants' normal review practices. (If applicable, attach mr ~rhibit of horn•ly billing rates or i/rser•t therm below.) Exhibit A. Employee or Category Rate ($0.00} I § 11.8 Compensation for Project Related Expenses § 11.8.1 Project Related Expenses are included in compensation for Basic and Additional Services and areas follows: .1 (Paragraphs deleted) Printing, reproductions, plots, standard form documents; .2 Postage, handling and delivery; .3 Teleconferences; (Paragraphs deleted) .4 AIA contract documents software; and .5 Two single seat licenses of e-Builder document management software. Should other project related expenses become necessary, these expenses will be authorized by Owner in writing and Architect's total compensation adjusted prior to uncurrnig the expense. (Pmcrgraplts deleted) § 11.9 Compensation for Use of Architect's Instruments of Service If the Owner terminates the Architect for its convenience under Section 9.5, or the Architect terminates this Agreement under Section 9.3, the Owner shall pay a licensing fee as compensation for the Owner's continued use of the Architect's Instruments of Service solely for purposes ofcompleting, using and maintaining the Project as follows: Licensing fee equal to the fee for services performed prior to termination for convenience. § 11.10 Payments to the Architect § 11.10.1 An initial payment of Zero Dollars and Zero Cents ($ 0.00) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account ui the final invoice. § 11.10.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Paynents are due and payable upon presentation of the Architect's nnvoice. Amounts unpaid Thirty (30) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the pruicipal place of business of the Architect. (Insert tale of monthly or• arrnval interest agreed upon.) Zero. % 0% § 11.10.3 The Owner shall not withhold amounts from the Architect's compensation to innpose a penalty or liquidated damages on the Architect, or to offset sums requested by or paid to contractors for the cost of changes in the Work unless the Architect agrees or has been found liable for the amounts in a bunduig dispute resolution proceeding. § 11.10.4 Records of Reimbursable Expenses, expenses pertaining to Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special teens and conditions that modify this Agreement are as follows: Init. AIA Document B132TM' - 2009 (formerly 8141 TMCMa -1892). Copyright ©1992 and 2009 by The American Institute of Architects. Alf rights reserved. 21 / This document was produced by AIA software at 10:28:03 on 01/31/2013 under Order No.4696376958_1 which expires on 01/24!2014, and is not for resale. User Notes: (1131753559) For the purposes of this Agreement, the term Engineer and the term Architect may be used interchangeably. ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement maybe amended only by written instrument signed by both Owner and Architect. § 13.2 This Agreement is comprised of the following documents listed below: .1 AIA Document B 132TM-2009, Standard Form Agreement Between Owner and Architect, Constriction Manager as Adviser Edition .2 AIA Document E201TM-2007, Digital Data Protocol Exhibit, if completed, or the following: None. .3 AIA Document E202TM-2008, Building Information Modeling Protocol Exhibit, if completed, or the following: None. .4 Other documents: (List other docrnnerrts, if arty, including additional scopes of service, forrrrirzg part of the Agr•eemertf.) Programming (B202-2009). Architechiral Interior Design (B252-2007). LEED certification (B214-2012). Furniture, fiunishiigs, and equipment design (B253-2007). See attached Exhibit B. This exhibit includes Rendering #I, Rendering #2, Rendering #3, 2 pages of floor plan, and 1 page section from the proposal to the City of Meridian and depicts the general concept of the wastewater treatment plant laboratory expansion. This scope of services includes prograrrrrning, schematic design, design development, construction documents, bid period, and construction admilistration services related to the general concept depicted in these exhibits. Init. AIA Document 6132TM' - 2009 (formerly 6141 ""CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 22 This document was produced by AIA software at 10:28:03 on 01/31/2013 under Order No.4696376958_1 which e>q~ires on 01/24/2014, and is not for resale. User Notes: (1131753559) This Agreement is entered into as of the day and year first written above. CITY OF MERIDIAN (OWNER) SPF WATER ENGINEERING, LLC Init. a ~ ~ ~_. BY: - ~. ~_ ys TAMMY de WE~Rp, MAYOR Dated: o~ ~ ~ ~ l~ BY: CATHY COOPEd~, Manager Dated: (Ro1v deleted) BY: TERRY SCANLAN, Manager ~„ ,r'X -" Dated: ~~ Approved by Council ~ "~~ ~ ~ ,. ",2ATaDnUw, sT l,9 o~, ~' ? ~ City of Atte t: ~ ! E'R®II~II~ I~I%~ EDFSn 9~~ JA CE . HOLMAN, CITY CLERK "`. ~~A~, ,,", ~t~ ~' ,,ap raeA$`~~`~ Purchasing Approval BY.~ _~' '.. r KEITH,,kI~/ATTS, I~urchasng Manager pity Project Manager `~ r ~` ~ ~~f°_" F 23 AIA Document 8132*"" - 2008 (formerly B141T"'CMa -1982), Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. / This document was produced by AIA software at 10:28:03 on 01/31/2013 under Order No.4696376958_1 which expires on 0112412014, and is not for resale. User Notes: (1131753559) Exhibit A ~ SPF MATER ENGINEERING, LLC SCHEDULE OF HOURLY DILLING RATES Personnel Title 2013 billing Rate Terry Scanlan, P.E., P.G. Principal Engineer/Hydrogeologist $150 Christian Petrich, Ph.D., P.E., P.G. Principal Engineer/Hydrologist $145 Cathy Cooper, P.E. Principal Engineer $138 Bob Hardgrove, P.E. Principal Engineer $138 David Keil, P.E. Principal Engineer $138 Cyndy Bratz, P.E. Principal Engineer $138 Scott King, P.E. Supervising Engineer $135 Eric Landsberg, P.E. Project Manager $135 Brian Wilkinson, P.E. Project Manager $125 Kent Gingrich, P.E. Senior Project Engineer $116 Jason Thompson, P.E. Senior Project Engineer $108 Roxanne Brown Senior Water Right Specialist $100 Jesse Herndon, P.E. Project Engineer $98 Tofor Snider, P.E. Project Engineer $98 Marci Pape, P.E. Project Engineer $88 Kurt Norrell, P.E. Project Engineer $88 Lori Graves Water Right Specialist $88 Steve Bennett Designer I $85 Erik Boe, EIT Associate Engineer $77 Julie Romano Bookkeeping $65 Crystal Jensen Business Development Coordinator $65 Megan Tverdy Administrative $60 Note: Hourly billing rates will be adjusted on January 1St each year. diti®n~ ar~d eitins rt fir AIA®Document 8132r"~ - 2009 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 10:28:03 on 01/31/2013. PAGE1 AGREEMENT made as of the sixth day of Febnlary in the year two thousand and thirteen City of Meridian 33 East Broadway Avenue Meridian, ID 83642 Telephone Number: 208-898-5500 SPF Water Eu int; eerin~ LLC 300 East Mallard Drive Suite 350 Boise, ID 83706 Telephone Number: 208-383-4140 Wastewater Treatment Plant Laboratory 3401 North Ten Mile Road Meridian, ID 83642 Anew laboratory building at the City's wastewater treatment plant. Protect includes a 6,000 square foot expansion of the existng 2,000 sctuare foot wastewater h•eatment plant laboratory. This expansion might uichide up to two story stntchlre with interior observation platform, and testing space for physicals, demand/nutrients, microbiology, metals (firture), sample receiving, acid cleaning, chemical stora>?e, laboratory storage, record storage, laboratory supervisor, break room, mechanical/electrical, and restrooms. The fithue metals testin>; space is planned to be added in the existing building after the expansion is constntcted and oceu ied. Beniton Constniction, Inc. 366 SW 5th Avenue Suite 104 Meridian, ID 83642 Telephone Number: 208-884-0027 PAGE 2 The City of Meridian has completed a Laboratory Space Evaluation Technical Memorandum (bv HDR En uit? eeruig, Inc.., dated October 19, 20I01 and a Concephtal Evaluation of a New Laboratory and Administration Buildin fog_ r the Meridian WWTP (by CH2M Hill, dated April 23, 2012). The City also distributed other basis of planning materials Additions and Deletions Report for AIA. Document B132T"" - 2009 (formerly 8141 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. This document was produced byAlA software at 10:28:03 on 01131 /2 0 1 3 under Order No.4696376958_1 which expires on 01/24/2014, and is not for resale. User Notes: (1131753559) with Addendum #1 to the City's Request for Qualifications for consultant selection. These documents establish the initial estimation of laboratory space requirements and testut a~? reas• The existing laboratory is approximately 2,000 square feet and will be used for future metals testing and other miscellaneous uses. The laboratory expansion will be approximately 6,000 square feet and will include all other spaces. The entu•e building will be located withui the boundary of the City's wastewater h•eatrnent plant. The City will provide utformation on treatment plant yard piping and other underground utilities. An updated geoteehnical evaluation for the location of the laboratory building expansion will be prepared by Owner's Consultant. $1.9 million. PAGE 3 Final design complete: May 31, 2013. Approximately Auk ust 1, 2013 (or later dependut otg i the progress of the RV dump relocation and the constntetion schedule bein i~nana~e, d by the Construction Mana~,et~). September 30, 2014. Notice to Proceed for design: February 6, 2013. [ X ] Multiple Prime Contractors Construction Manager will issue nultiple bid packages. The Constntction Mana er is responsible for breakul otg t packages from a single set of Construction Documents LEED Silver Certificaiton is beinl? sought. David Allison 33 East Broadway Avenue Meridian, ID 83642 Telephone Number: 208-898-5500 Email Address: dallisonnmeridiancity.org Additions and Deletions Report for AIA Document 6132T'" - 2008 (formerly 6141 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. ~~ This document was produced byAlA software at 10:28:03 on 01/31/2013 under Order No.4696376958_1 which e~ires on 01/24/2014, and is not for resale. User Notes: (1131753559) (Liss name, address and other it fornralion.) David Allison 33 E Broadwa, Ave Meridian, ID 83642 208-898-5500 PAGE4 N/A Civil Survey 1400 East Watertower Street Meridian, ID 83642 Strata, Inc. Dan Gado 8653 West Hackamore Drive Boise, ID 83709 N/A Owner will retain Consultant(s) for desi nand svstems integration for Security and SupervsorX Control and Data Aquisition (SCADA) svstems. (List rranre, address and other irformatiorz) David Keil 300 East Mallard Drive Suite 350 Boise, ID 83706 Telephone Number: 208-383-4140 PAGE5 Mobile Number: 208-830-0842 Email Address: dkeilnspfwater.com Lochsa En uig Bering Riley Mahaffey 201 North Maple Grove Road Additions and Deletions Report for AIA Document B132Tx' - 2009 (formerly 8141 T'"CWIa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 3 u>=, t tc tta~ This document was produced byAlA software at 10:28:03 on 01 /3112 0 1 3 under Order No.4696376958_1 which expires on 01124/2014, and is not for resale. User Notes: (1131753559) Boise. ID 83704 Telephone Number: 208-342-7168 Musgrove En uieering Charles Paulin 234 South Whisperwood Way Boise, ID 83709 Telephone Number: 208-384-0585 Musgrove En ing Bering Kurt Lechtenbere 234 South Whisperwood Way Boise, ID 83709 Telephone Number: 208-384-0585 Carole Leong, 17 Iris Avenue, San Francisco. CA 94118. 415-379-6097. The Land Group, 462 East Shore Drive, Suite 100, Ea>~le, ID 83616. 208-939-4041. Johnson Architects PC 36 E Pine Ave Meridian ID 83642 208-846-9033 Prague Solutions, 615 West Hays Street, Boise, ID 83702. 208-331-7737. SPF Water Enaineernlg, LLC (SPF) is the prune consultant for this A~u-eement with the City of Meridian. For the purposes of this A~eement only the use of the terns Architect shall refer to SPF as the firni will bear all ri its and responsibilities to perform the services provided hereui per the terms and conditions of this Agreement A fum licensed to perform architecture is the Architect of Record for the project upon execution of Consultant Agreement with SPF. Owner a>?rees and acknowleds;es SPF can subcontract services set forth ui this agreement. PAGE 6 § 2.6.1 Comprehensive General Liability with policy limits of not less than One Million Dollars and Zero Cents ($ 1.,000,000.00) for each occurrence and in the aggregate for bodily uijury and property damage. § 2.6.2 Automobile Liability covering owned and rented vehicles operated by the Architect with policy limits of not less than One Million Dollars and Zero Cents ($ 1,000,000.00) combined single linut and aggregate for bodily injury and property damage. § 2.6.5 Professional Liability covering the Architect's negligent acts, errors and omissions in its performance of professional services with policy limits of not less than One Million Dollars and Zero Cents ($ _1,000,000.00) per claim and in the aggregate. PAGE 12 4.1.1 Pro rammin Architect 4.1.2 Multi le relimuiar desi ~s Not Provided 4.1.3 Measured drawin s Not Provided 4.1.4 Existin facilities serves Owner § 4.1.5 Site evaluation and lannui (B203TM-2007) Not Provided 4.1.6 Buildin information lnodelin Not Provided Additions and Deletions Report for AIA Document B132T"' - 2009 (formerly 8141 TMCMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. ~~. °'~ This document was produced byAlA software ai 10:28:03 on 01 /3112 01 3 under Order No.4696376958_1 which expires on 01/24/2014, and is not for resale. User Notes: (1131753559) 4.1.7 Civil en iueerin Architect 4.1.8 Landsca e desi n Architect § 4.1.9 Architechiral interior desi n (B252TM-2007 Architect § 4.1.10 Value analysis (B204TM-2007) Owner (CM) § 4.1.11 Detailed cost estimatntg Owner (CM) § 4.1.12 On-site roject re resentation (B207TM-2008) Owner (CM) 4.1.13 Conformed construction documents Not Provided 4.1.14 As-desi ned record drawin s Not Provided 4.1.15 As-constructed record drawin s Not Provided 4.1.18 Post occu anc evaluation Not Provided § 4.1.17 Facilit su ort services (B210Tn~2007) Not Provided 4.1.18 Tenant-related services Owner 4.1.19 Coordination of Owner's consultants Architect 4.1.20 Telecommunications/data desi n Architect 4.1.21 Securit evaluation and lannui (B206TM-2007 Owner 4.1.22 Commissionin (B211TM-2007 Not Frovided 4.1.23 Extensive environmental) res onsible desi i Not Provided 4.1.24 LEED certification (B214TM-2007 Architect 4.1.25 Historic reservation (B205TM-2007 Not Provided § 4.1.28 Furnihue, fiirnishings, and equipment design (B253TM-2007) Architect PAGE 13 Civil en ineering includes design of rg aduig, draina~*e, and paving, Landscape desi;~ai includes in•i~ation and landscaping~lanting; Coordination of Owner's consultants includes communication with geotechnical engineer and land surveyor under contract with Owner. PAGE 14 .1 One (~ reviews of each Shop Drawing, Product Data item, sample and similar submittals of the Couh•actor .2 Thirty-two (3~ visits to the site by the Architect over the duration of the Project during construction .3 Four (4) inspections for auy portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 Two (2) inspections for any portion of the Work to determine final completion § 4.3.4 If the services covered by this Agreement have not been completed within Nineteen (1~ months of the date of this Agreement, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as Additional Services. PAGE 18 G 8.1.5 Architect shall not be required to si~xt any documents, no matter by whom requested, that would result in Architect's having to certify, guaranty or warrant the existence of conditions that Architect camiot ascertani X ] Litigation in a court of competent jtu•isdiction Additions and Deletions Report for AIA Document B132"" - 2009 (formerly 8141 T~CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. ~fi~~ This document was produced byAlA software at 10:28:03 on 01/31/2013 under Order No.4696376958_1 which e~ires on 01/24/2014, and is not for resale. User Notes: (1131753559) ... , a ,a,. x:1,,,,7 :., +t, ,,. «:~t,,., ,. .~+ ~ PAGE 20 Architect's fee for Basic Services is a lump sum amount of $276,819, including subconsultants and reimbursibles. Architect's fee for these additional services is a lump sum amount of $101,777, including subconsultants and reimbursibles. Time and materials based on the labor rate schedule identified in Section 11.7 and associated reunbursible ex eases identified in Section 11.8, inchtduig subcousultants fee with 10% markup and expenses with 10% markup § 11.4 Compensation for Additional Services of the Architect's consultants when not included in Sections 11.2 or 11.3, shall be the amount invoiced to the Architect plus Ten percent (10.00 %), or as otherwise stated below: Additions and Deletions Report for AIA Document B132T"' - 2009 (formerly B141 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved, This document was produced byAlA software at 10:28:03 on 01/31/2013 under Order No.4696376958_1 which expires on 01/24/2014, and is not for resale. User Notes: (1131753559) Schematic Design Phase Design Development Phase Construction Documents Phase Bidding or Negotiation Phase Conshuction Phase PAGE 21 Exhibit A. Twent -five percent ( 25 %) Fifteen percent ( IS %) Thirty-five percent ( 35 %) Five percent ( 5 %) Twen percent ( 20 %) § 11.8 ompensatiort for Project Related Expenses § 11.8.1 T'~~~~Project Related Expenses are included in ~x-ta-compensation for Basic and Additional Services and ' . > are as follows: • > >~ :4-Printing, reproductions, plots, standard form documents; ~- 2 Postage, handling and delivery; .3 Teleconferences; • > 9wrlei „F•t,.,+.,,,,..,,,..tt„,..,..-.-:.,,t t,,. ft,o A,-„r,:c,,,,f>.. „ ..it,..,e....4 AIA COlltract dOCUll1e11tS software; and .5 Two single seat licenses of e-Builder document management software. Should other protect related expenses become necessary, these expenses will be authorized by Owner in writing and Architect's total compensation adiusted prior to incur irt~ the expense. .~ All tf~3Ee9-le't~3e~-6H-~3r9fe3s}6iiiii-aei~icesnrm-6ir'r6iix'xvcii~".miite-ciil~cirocs Atehiteet's eet3sultal~ts-pl~rs~,eteerlt-~°~e}-e#~e-e~erlses-rt~eur~•ed. Licensin fg ee equal to the fee for services perfarlned prior to termination for convenience. § 11.10.1 All uiitial payment of Zero Dollars and Zero Cents ($ 0.00) shall be made upon execution of this Agreement and is the minimum payment tuider this Agreement. It shall be credited to the Owner's account in the final invoice. § 11.10.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect's invoice. Amounts unpaid Thirty (30) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. Additions and Deletions Report for AfA Document 8132T'" - 2009 (formerly B141'"'CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. ,._; tc the This document was produced byAlA software ai 10:28:03 on 01/31/2013 under Order No.4696376958_1 which expires on 01/24/2014, and is not for resale. User Notes: (1131753559) Zero. % 0% PAGE 22 For the purposes of this Agreement, the teen Enguieer and the teiYn Architect may be used interchan eg ably- None. None. (Lisi otlter~ documents, if any, including additional scopes of service, forming pm~f of tdre 14greerrrerrt. f Programmnig 8202-2009). Architechual Interior Design (B252-2007). LEED certification 8214-2012). Furnihtre, hirnishuigs, and equipment design (B253-2007). See attached Exhibit B. This exhibit includes Rendering #1, Rendering #2, Rendering #3 Z pages of floor plan, and 1 page section from the proposal to the City of Meridian and depicts the general corlee~t of the wastewater h•eatment plant laboratory expansion. This scope of services includes progranunu7g, schematic design, design development, constntction documents, bid period and construction admuiistratirni services related to the general concept depicted in these exhibits. Additions and Deletions Report for AIA Document B132TM' - 2009 (formerly 8141 TMCMa - 1892j. Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. This document was produced byAlA software at 10:28:03 on 01/31/2013 under Order No.4696376958_1 which expires on 01/24/2014, and is not for resale. User Notes: (1131753559) PAGE 23 CITY OF MERIDIAN (OWNERI BY: TAMMY de WEERD. MAYOR SPF WATER ENGINEERING. LLC BY: ` CATHY COOPER, Manager Dated: Approved by Council: Attest: JAYCEE L. HOLMAN, CITY CLERK Purchasing Approval Dated: BY: TERRY SCANLAN, Manager Domed: m..:.,.,,a .. ..a ~:.,... Department Approval BY: KEITH WATTS, Purchasing Manager Citv Project Manager BY: WARREN STEWART, Engineering Manager Dated: Additions and Deletions Report for AIA Document B132TM' - 2009 (formerly 8141 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. This document was produced byAlA software at 10:28:03 on 01/31/2013 under Order No.4696376958_1 which e~ires on 01/2412014, and is not for resale. User Notes: (1131753559) ertificti®n ®f ®cument' uthntici AIA® Document D40?TM - 2003 I, David Keil, 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 10:28:03 on 01/31/2013 under Order No. 4696376958_1 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the origiial text of AIA' Document B 132TM - 2009, Standard Fonn of Agreement Between Owner and Architect, Construction Manager as Adviser Edition, as published by the AIA in its so$ware, other than those additions and deletions shown in the associated Additions and Deletions Report. (`: (Signed) (Title) (Dated) AIA Document D401 TM - 2003. Copyright ©1992 and 2003 by The American Institute of Architects, All rights reserved. This document was produced byAlA software at 10:28:03 on 01/31/2013 under Order No.469637ti958_1 which expires on 0 1 /2412 0 1 4, and is not for resale. User Notes: (1131753559) ~'` ~' `,~'~ ® T'n11 \~_ ~ ~`,- Standard Form ofArchitect's Services: Programming for the following PROJECT: (Name at~d location or address) Meridian Wastewater Treatment Plant Laboratory THE OWNER: (Name, legal status and address) City of Meridian 33 East Broadway Avenue, Suite 106 Meridian, ID 83642 THE ARCHITECT: (Name, legal status mtd address) SPF Water Engineering, LLC 300 E Mallard Drive, Suite 350 Boise, ID 83706 This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document provides the Architect's scope of services only and must be used with an owner- architect agreement. It may be used with AIA Document G802T'''-2007, Amendment to the Professional Services Agreement, to create a modification to any owner-architect agreement. THE AGREEMENT This Standard Form of Architect's Services is part of or modifies the accompanying Owner-Architect Agreement (hereinafter, the Agreement) dated the si~ah day of February in the year two thousand and thirteen. TABLE OF ARTICLES 1 INITIAL INFORMATION 2 PROGRAMMING SERVICES 3 ADDITIONAL SERVICES 4 OWNER'S RESPONSIBILITIES 5 COMPENSATION 6 SPECIAL TERMS AND CONDITIONS Init. AIA Document B202T"" - 2009. Copyright ©2009 by The American Institute of Architects. All rights reserved. TM, .t, 1 This document was created t on 12/20/2012 09:05:10 under the terms of AIA Documents-on-DemandT'" order no. 2008563213, and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. ,ov,onooaa ARTICLE 1 INITIAL INFORMATION The Architect's performance of the services set forth in this document is based upon the following information. Material changes to this information may entitle the Architect to Additional Services. (List beloll~ info/•mation, incl~/~ding co/lditions or ass~tunptioias, that Neill affect the A/•chitect's pe/fo/•n/ance,) The meetings, interviews, presentations, and visits listed in Section 3.3 may be performed by the Architect in one day or up to three sequential days. ARTICLE 2 PROGRAMMING SERVICES § 2.1 Administration of Programming Services § 2.1.1 The Architect shall manage and administer the Progranuning Services. The Architect shall consult with the Owner, research applicable programming criteria, attend Project meetings, communicate with members of the Project team and issue progress reports and a final program document. The Architect shall coordinate the services provided by the Architect and the Architect's consultants with those services provided by the Owner and the Owner's consultants. § 2.1.2 The Architect shall confirm the scope and intent of the anticipated Project in consultation with the Owner. § 2.1.3 The Architect shall prepare, and periodically update, a schedule for Programming Services that identifies milestone dates for decisions required of the Owner, Programming Services furnished by the Architect, and completion of documentation to be provided by the Architect. The Architect shall coordinate the progranuning schedule with the Owner's Project schedule, if a Project schedule exists. § 2.1.4 Upon request by the Owner, the Architect shall make a presentation to representatives of the Owner to explain the Programming Services to be utilized in developing the Project. § 2.1.5 The Architect shall submit programming documents to the Owner for evaluation and approval at intervals appropriate to the process. The Architect shall be entitled to rely on approvals received from the Owner to complete the Programming Services and in the fiirther development of the Project. § 2.1.6 Unless otherwise set forth in the Agreement, any service not identified as a Programming Service in this Article 2 shall be an Additional Service. § 2.2 Identification of Programming Participants Based on the scale of the Project, the type of facilities, and the level of specialized functions that will be required, the Architect, in conjunction with the Owner, shall identify the persons to participate in the programming process, including the Architect, the Architect's consultants, the Owner, the Owner's consultants, and users of the Project, as well as other stakeholders, if any. § 2.3 Identification and Prioritization of Owner and User Values, Goals and Objectives § 2.3.1 The Architect shall facilitate a visioning session with the programming participants to identify, discuss, and prioritize values and goals that will impact the Project, including institutional purposes, growth objectives, and cultural, technological, temporal, aesthetic, symbolic, economic, environmental, safety, sustainability, and other relevant criteria. § 2.3.2 The Architect shall prepare and provide to the Owner a written evaluation of the identified Project values and goals, addressing functional efficiency, user comfort, building economics, safety, environmental sustainability, and visual quality. § 2.3.3 After the Architect provides the evaluation, the Architect shall meet with the Owner to confirm and finalize the Owner's and user's priorities, values, and goals that will impact the Project. Init. AIA Document B202T"" - 2009. Copyright ©2009 by The American Institute of Architects. All rights reserved. This document was created 2 / on 12/20/2012 09:05:10 under the terms of AIA Documents-on-DemandT61 order no. 2008563213, and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 2.3.4 Following the determination of the Owner's and user's priorities, values and goals, the Architect, in conjunction with the Owner, shall identify and confirm the Owner's objectives for the Project, including such elements as image, efficiencies, functionality, cost and schedule. § 2.3.5 The Architect shall confirm the intended use of the program documents and services with the Owner and the intended results of information gathering. § 2.3.6 The Architect shall identify and evaluate the constraints and opportunities that will have an impact on the existing or proposed facility, such as govermmental requirements, financial resources, location, access, visibility and building services. § 2.4 Information Gathering § 2.4.1 The Architect shall carnpile and review existing Project-related documentation, including the following: .1 Available reports on existing facilities, site surveys, construction documents, and other Owner documents, including existing program material, if any .2 Relevant govermnent documents such as applicable codes and ordinances .3 Applicable non-governmental building and planning standards .4 Relevant historical documents and archival materials § 2.4.2 The .Architect shall prepare for and conduct interviews of Owner-designated individuals by .1 identifying key individuals to be interviewed, .2 establishing a work plan and schedule for the interviews, .3 determining the types of data that could impact the design of the facility, and .4 determining how interviewing will relate to other information-gathering techniques, such as observation and surveys. § 2.4.3 The Architect shall conduct a walktlu•ough of the Owner's existing facilities with the appropriate personnel, such as the Owner, property manager, or facility manager, and .1 prepare, if appropriate, a space inventory of existing spaces, equipment and furnishings, .2 identify traffic and circulation patterns, use levels and general adequacy of spaces to accommodate the users, and .3 prepare a written description or graphic illustration of the existing space utilization, identifying space requirements and relationships for, furniture, equipment, operating procedures, security requirements and communications. § 2.4.4 The Architect shall identify, in consultation with the Owner, facilities and operations of a similar nature to be visited and observed by designated progranuning participants for purposes of evaluation and comparison. § 2.4.5 In consultation with the Owner, the Architect shall identify the individuals to be surveyed. The Architect shall prepare a work plan and schedule for questionnaires and surveys and shall develop, prepare and distribute questionnaires and surveys and collate the results. The Architect shall prepare survey questions based on a systematic process for gathering specific program infornation such as furniture and equipment needs and special space criteria. § 2.4.6 The Architect shall conduct group sessions with the Owner's Project team for the purpose of reviewing information obtained from literature reviews, interviews, observations and surveys; considering and discussing design and planning issues, including future growth and expansion projections; and endeavoring to achieve consensus as to which values, goals, facts, needs and ideas should influence the design of the facility. The Architect shall determine the group session goals and identify participants for the group sessions. § 2.5 Data Analysis § 2.5.1 Based on the information gathered, the Architect shall develop performance and design criteria for the proposed facility. § 2.5.2 The Architect shall make a preliminary determination of space requirements, space relationships and circulation, including consideration of special requirements, such as ambient environment, safety and security, furnishings, flexibility and site information, where appropriate. § 2.5.3 The Architect shall identify any major unresolved progranuning issues and discuss preliminary options for their resolution with the Owner. Init. AIA Document B202T"' - 2009. Copyright ©2009 by The American Institute of Architects. All rights reserved. ~x "~, 3 This document was created / on 12/20/2012 09:05:10 under the terms of AIA Documents-on-Demands"' order no. 2008563213, and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 2.5.4 Based on discussions with the Owner, the Architect shall make reconmiendations for solutions to the unresolved progrannning issues for approval by the Owner prior to preparation of the Architect's initial report. § 2.6 Presentation and Initial Report § 2.6.1 The Architect shall prepare an initial report of its findings and analysis for the Owner and meet with the Owner to agt•ee on the form of presentation appropriate to the needs of the Owner's organization and the Project. § 2.6.2 The Architect shall present its initial report to the progrannning participants or as otherwise directed by the Owner. § 2.7 Development of Final Program of Project Requirements § 2.7.1 The Architect shall recommend Project standards or incorporate Owner standards such as area allowances, space allocation, travel distances, and furniture and equipment requirements. § 2.7.2 The Architect shall establish general space quality standards for the Project related to such elements as lighting levels, equipment performance, acoustical requirements, security and aesthetics. § 2.7.3 The Architect shall determine specific space requirements for the Project by .1 identifying required spaces, .2 establishing sizes and relationships, .3 establishing space efficiency factors (ratio of net square footage to gross square footage), and .4 documenting particular space requirements such as special HVAC, plumbing, power, lighting, acoustical, furnishings, equipment, or security needs. § 2.7.4 The Architect shall prepare a final program document detailing all items identified in Sections 2.7.1 to 2.7.3, incorporating written and graphic materials that may include .1 an executive summary, .2 documentation of the methodology used to develop the program, .3 value and goal statements, .4 relevant facts upon which the program was based, .5 conclusions derived froth data analysis, .6 relationship diagrams, .7 flow diagrams, .8 matrices identifying space allocations and relationships, .9 space listings by function and size, and .10 space program sheets including standard requirements and special HVAC, plumbing, power, lighting, acoustical, furnishings, equipment, or security needs. § 2.7.5 The At•chitect shall provide a preliminary opinion of the program with respect to the Owner's stated budget objectives. ARTICLE 3 ADDITIONAL SERVICES § 3.1 In addition to the Programming Services described above, the At•chitect shall provide the following Additional Services only if specifically designated below as the Architect's responsibility. The Architect shall perform such Additional Services in accordance with a service description provided in Section 3.2 or attached as an exhibit to this services document. (Designate the Additional Set7~ices the Architect shallpro>>ide itt the secotad column of the table belorl~. In the third colunvt indicate 1t~hetl7et• the service description is located itt Section 3.2, ot• in mt exhibit attached to this ser7~ices docurnettt. If in an exhibit, ident~~ the exhibit.) Services Responsibility Location of Service Description (At•cl7itect, Oft~net• (Section 3,2 beloly or alt exhibit or attached to this document and NotPronided identified beloly § 3.1.1 Multi le Site Evaluation Not Provided § 3.1.2 Site Suitabili Not Provided § 3.1.3 Site Plannin Not Provided AIA Document B202T'" - 2009. Copyright ©2009 by The American Institute of Architects. All rights reserved. Init. This document was created 4 ~ on 12/20/2012 09:05:10 under the terms of AIA Documents-on-DemandT'~' order no. 2008563213, and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. Services Responsibility (Architect, Otrnrer or NotPror~ided Location of Service Description (Section 3.2 belort~ or ~n1 exhibit attached to this document and identified belora~ § 3.1.4 Master Plannin Not Provided § 3.1.5 Preliminar Design Not Provided § 3.1.6 Prelimhlar Cost Estimating Not Provided § 3.1.7 Schedulin Not Provided § 3.1.8 Market Anal sis Not Provided § 3.1.9 Detailed Existin Facili Evaluation Not Provided § 3.1.10 Environmental Suitabili Not Provided § 3.1.11 Services in support of the Owner's other consultants (Geotechnical Engineer, Landscape Architect, Real Estate or Legal Services Providers, Lendin Institutions or others ot Provided § 3.2 Insert a description of each service designated in Section 3.1 the Architect shall provide if not included in an exhibit attached to this document and identified in the table above. N/A. § 3.3 The Architect shall provide Programming Services exceeding the limits set forth below as Additional Services. When the limits below are reached, the Architect shall notify the Owner: .1 one ( 1 )meetings to determine Owner and user values and goals .2 one ( 1 )interviews for the purpose of gathering data .3 one ( 1 )presentations to programming participants and user groups .4 zero (0 )special presentations to Boards of Du•ectors, stakeholder groups or other outside entities .5 one ( 1 )facility visits pursuant to Section 2.4.4 Init. ARTICLE 4 OWNER'S RESPONSIBILITIES § 4.1 Unless specifically described in Articles 2 or 3, the services in this Article shall be provided by the Owner or the Owner's consultants. § 4.2 The Owner shall provide to the Architect data and information necessary to complete the Programming Services, including preliminary budget objectives and other parameters for the Project, design standards, facility standards, and other design criteria, environmental criteria and sustainability objectives. § 4.3 The Owner shall identify a representative authorized to act on the Owner's behalf to participate in the information gathering process, to facilitate the programming process, and to provide, in a timely manner, decisions made by the Owner. AIA Document B202T"' - 2009. Copyright ©2009 by The American Institute of Architects. All rights reserved. 5 This document was created on 12/20!2012 09:05:10 under the terms of AIA Documents-on-DemandT'A order no. 2008563213, and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 4.4 The Owner shall provide to the Architect master plans or record drawings that pertain to a site or existing facility under consideration for development or redevelopment within the scope of this agreement. § 4.5 The Owner shall provide access to the property, buildings, and personnel necessary for the Architect to complete the Programming Services. The personnel shall conduct touts and explahi the property's original, current and anticipated future use. § 4.6 The Owner shall make the Owner's personnel available to the Architect, in a timely mamier, to provide information about Owner and user goals and to facilitate decision-making in accordance with the Project schedule. ARTICLE 5 COMPENSATION § 5.1 For the Architect's Progrannning Services described under Article 2, the Owner shall compensate the Architect as follows; (Inset•t amotmt of, or basis for; cou~peusation.) Architect's fee for Programming Services is included in Section 11.2 of the Standard Form Agreement between Owner and Architect, Construction Manager as Adviser Edition (B132-2009). § 5.2 For Additional Services provided under Section 3.1, the Owner shall compensate the Architect as follows: (h~sert amount of, ot• basis for, courpensatiou. If ttecessaty, list specifrc services to wlticlt pm•ticular methods of compensation apply.) N/A. § 5.3 For Additional Services that may arise during the course of the Project, including those under Section 3.3, the Owner shall compensate the Architect as follows: (Insert aruount of, or basis for, cwupeusation.) Per Section 11.3 of the Standard Form Agreement between Owner and Architect, Construction Manager as Adviser Edition (B 132-2009). § 5.4 Compensation for Additional Services of the At•chitect's consultants when not included in Section 5.2 or 5.3, shall be the amount invoiced to the Architect plus ten percent ( 10 %), or as otherwise stated below: ARTICLE 6 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Standard Form of Architect's Services: Programming, if any, at•e as follows: For the purposes of this Agreement, the term Engineer and the term Architect may be used interchangeably. Init. AIA Document 6202T'" - 2009. Copyright ©2009 by The American Institute of Architects. All rights reserved. This document was created 6 t on 12/20/2012 09:05:10 under the terms of AIA Documents-on-DemandT'~" order no. 2008563213, and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. `1'~ 11~ ``11® TM Standard orrrr of Architect's Services: Architectural Interior Design for the following PROJECT: (Nrrnae m1d location or add~•ess) Meridian Wastewater Trearinent Plant Laboratory THE OWNER: (Name, legal stators mad address) City of Meridian 33 East Broadway Avenue, Suite 106 Meridian, ID 83642 THE ARCHITECT: (Nmne, legal status mid address) SPF Water Engineering, LLC 300 E Mallard Drive, Suite 350 Boise, ID 83706 This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document provides the Architect's scope of services only and must be used with an owner- architect agreement. It may be used with AIA Document G802T"'-2007, Amendment to the Professional Services Agreement, to create a modification to any owner-architect agreement. THE AGREEMENT This Standard Form of Architect's Services is part of or modifies the accompanying Owner-Architect Agreement (hereinafter, the Agreement) dated the sixth day of February ui the year two thousand and thirteen. (b~ words, indicate day, month m7d year.) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECTURAL INTERIOR DESIGN SERVICES 3 ADDITIONAL SERVICES 4 OWNER'S RESPONSIBILITIES 5 COST OF THE WORK 6 COMPENSATION 7 SPECIAL TERMS AND CONDITIONS Init. AIA Document 6252 T"' - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. t ., This 1 / document was created on 12/20/2012 09:05:11 under the terms of AIA Documents-on-DemandT"~" order no. 2008583213 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. ,,,~,oncoa ARTICLE 1 INITIAL INFORMATION The Architect's performance of the services set forth in this document is based upon the following information. Material changes to this infornlation may entitle the Architect to Additional Services. (List beloN~ infornratio/~ that 11~iT7 affect l7~e Architect's performance, including the Ora~ner's B~t/dget fo/• the Cost of the 1T~ork, a~~d t1~e Orr~ner's anticipated dates for commencement of co/aslrucfio/7 a~ad Sa/bstantial Completion.) ARTICLE 2 ARCHITECTURAL INTERIOR DESIGN SERVICES § 2.1 The Architect shall manage and administer the Architectural Interior Design Services. The Architect shall consult with the Owner, research applicable criteria, attend Project meetings, communicate with members of the Project team and issue progress reports. The Architect shall coordinate the services provided by the Architect and the Architect's consultants with those services provided by the Owner and the Owner's consultants. § 2.2 The Architect shall prepare, and periodically update, a schedule of Architectural Interior Design Services that identifies milestone dates for decisions required by the Owner, services furnished by the Architect and completion of documentation to be provided by the Architect. The Architect shall coordinate the Architectural Interior Design Services schedule with the Owner's Project schedule. § 2.3 The Architect shall submit documents to the Owner at intervals appropriate to the process for purposes of evaluation and approval by the Owner. The Architect shall be entitled to rely upon approvals received from the Owner to complete the Architectural Interior Design Services. § 2.4 Except with the Owner's knowledge and consent, the Architect shall not (1) accept bade discounts; (2) have a significant financial interest; or (3) undertake any activity or employment or accept any contribution if it would reasonably appear that such activity, employment, interest or conhibution could compromise the Architect's professional judgment. § 2.5 Programming Phase Services § 2.5.1 The Architect shall consult with representatives of the Owner to review the applicable requirements of the Project in order to understand the goals and objectives of the Owner with respect to their impact on the Owner's space requirements. § 2.5.2 The Architect shall review the requirements necessary for the various Project functions, relationships or operations, such as those for existing and projected persomiel, space, furniture, furnishings and equipment, operating procedures and cornrumiications. § 2.5.3 The Architect shall assist the Owner in the preparation of a budget for the Work and a Project schedule. § 2.5.4 The Architect shall gather infor~iation to be furnished by the Owner's representatives to aid the Architect in understanding the Owner's present, short-term and long-term personnel and space requirements, including special equipment needs, organizational structure, adjacencies and workflow. § 2.5.5 The Architect shall conduct interviews with the Owner's representatives and shall observe existing conditions at the Owner's facilities. § 2.5.6 The Architect shall develop personnel space standards based upon an evaluation of the functional requirements and standards of the Owner. Persomiel space standards shall take into consideration the design and layout of furniture system workstation environments, if applicable. The proposed space standards shall be submitted for the Owner's review and approval. Init. AIA Document 6252T"' - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. This 2 / document was created on 12/20/2012 09:05:11 under the terms of AIA Documents-on-DemandT"" order no. 2008563213 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 2.5.7 The Architect shall develop a general understanding of the Owner's equipment requirements, including data and telecommunications equipment, reproduction equipment and the coresponding environmental conditions required to maintain such equipment. § 2.5.8 The Architect shall prepare a written summary of observations and make recommendations with respect to the planning of the facility. The Architect shall prepare a written space program for the Owner's review and approval. § 2.6 Pre-Lease Analysis and Feasibility Phase Services § 2.6.1 At the request of the Owner, the Architect shall evaluate alternative buildings with respect to the Owner's programmatic requirements. The number of alternative buildings shall be specified in Article 7. § 2.6.2 The Architect shall review the alternative buildings with respect to gross, usable or rentable area, building configuration and architectural features. § 2.6.3 The Architect shall prepare one (1) test floor plan in each alternate building. § 2.6.4 The Architect shall review the quality and quantity of the building standards being offeredul the landlord's workletter. § 2.6.5 The Architect shall report to the Owner observations and recommendations based on the evaluation of the altelnative buildings. § 2.7 Schematic Design Phase Services § 2.7.1 Based on the approved written program, the Architect shall prepare for the Owner's approval adjacency diagrams showing the general functional relationships for both persolmel and operations. § 2.7.2 The Architect shall review with the Owner alternative designs and methods for procurement of the furniture, furnishings and equipment, and shall notify the Owner of anticipated impacts that such designs and methods may have on the Owner's program, financial and time requirements, and the scope of the Project. § 2.7.3 Upon approval of the adjacency diagrams, the Architect shall prepare a space plan that delineates the location of walls, doors, wuidows, rooms, offices, workstation areas and special use areas to conform to program requirements. The Architect shall submit the space plan for the Owner's review and approval. § 2.7.4 The Architect shall prepare the design concept for the Project, indicating the types and quality of finishes and materials and furniture, furnishings and equipment. § 2.7.5 The Architect shall assist the Owner in the preparation of a preliminary Project schedule and when the Project requirements have been sufficiently identified, the Architect shall prepare a preliminary estimate of the Cost of the Work. § 2.8 Design Development Phase Services § 2.8.1 Based on the approved Schematic Design, the Architect shall prepare and present, for approval by the Owner, Design Development Documents, which shall consist of drawings and other documents describing the size and character of the interior construction of the Project. § 2.8.2 The Architect shall obtain product data and prepare illustrations for furniture, furnishings and equipment as maybe appropriate for the Project, including specially designed items or elements, to indicate finished appearance and functional operation. § 2.8.3 The Architect shall illushate the architectural and decorative character of the Project. Such illustrations may include drawings, plans, elevations, sections, renderings, photographs, and samples of actual materials, colors and finishes. § 2.8.4 The Architect shall assist the Owner in the preparation of adjustments to the preliminary schedule and estimate of the Cost of the Work. Init. AIA Document B252T"" - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. This / document was created on 12/20/2012 09:05:11 under the terms of AIA Documents-on-DemandT"^ order no. 2008563213 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 2.9 Contract Documents Phase Services § 2.9.1 Based on the approved Design Development Documents and other documents including schedule and estimate of the Cost of the Work, the Architect shall prepare Construction Documents for the Owner's approval. The Constuction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings, Specifications and other documents required to describe the interior construction necessary for the Project. § 2.9.2 The Contact Documents shall include plans, elevations, sections, schedules, details and specifications required to describe the interior construction work. § 2.9.3 The Architect shall prepare, for the Owner's approval, documents describing the requirements for the procurement, fabrication, shipment, delivery and installation of furniture, furnishings and equipment for the Project. § 2.9.4 The Architect shall assist the Owner in the preparation of the necessary Quotation and Bidding Documents. § 2.9.5 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of govet7lmental authorities having jurisdiction over the Project. § 2.10 Bidding and Quotation Phase Services § 2.10.1 Following the Owner's approval of the Contract Documents, the Architect shall assist the Owner in establishing a list of prospective contractors for construction and vendors for furniture, furnishings and equipment. § 2.10.2 The Architect shall assist the Owner in obtaining competitive bids or negotiated proposals for constuction and quotations for furniture, fur7iishings and equipment. § 2.10.3 Bidding Documents shall consist of bidding requirements and the proposed Contract Documents. § 2.10.4 Quotation Documents shall consist of quotation requirements and the proposed Contract Documents. § 2.10.5 The Architect shall prepare written responses to questions from prospective contactors and vendors and provide written clarifications and interpretations of the Bidding and Quotation Documents in the fot7n of addenda. § 2.10.6 The Architect shall assist the Owner in reviewing bids and quotations. The Architect shall assist the Owner in awarding and preparnig agreements for the Project. § 2.10.7 If the Owner and Architect agree that the Architect will purchase furniture, furnishings and equipment on behalf of the Owner with funds provided by the Owner, the duties and compensation related to such additional services shall be set forth in a separate agreement. § 2.11 Construction Phase Services § 2.11.1 General § 2.11.1.1 The Architect shall provide administration of the Contact between the Owner and Contractor as set forth below and in the AIA Document A201-2007, General Conditions of the Contract for Construction. If the Owner and the Contractor modify AIA Document A201-2007, those modifications shall not affect the Architect's services under the Agreement unless the Owner and the Architect amend the Agreement. § 2.11.1.2 The Architect shall advise and consult with the Owner during the Constuction Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in the Agreement unless otherwise modified by written amendment The Architect shall not have contol over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, fabrication, procurement, shipment, delivery or installation, or for safety precautions and programs in cotmection with the Work, nor shall the Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. Init. AIA Document 6252T"' - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. This 4 / document was created on 12/20/2012 09:05:11 under the terms of AIA Documents-on-DemandT'^ order no. 2008563213 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 2.11.1.3 Subject to Section 3.3, the Architect's responsibility to provide Consruction Phase Services commences with the award of the Contract for Constlucdon and terminates on the date the Architect issues the final Certificate for Payment. § 2.11.1.4 The Architect shall interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Conh•actor. The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 2.11.1.5 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and decisions, the Architect shall endeavor to secure faithful performance by both the Owner and Contractor, shall not show partiality to either, and shall not be liable for the results of interpretations or decisions rendered in good faith. The Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. § 2.11.1.6 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker, as that term is defined in A201-2007, the Architect shall render initial decisions on Claims between the Owner and Contractor as provided in the Contract Documents. § 2.11.2 Evaluations of the Work § 2.11.2.1 The Architect shall visit the site at intervals appropriate to the stage of conshuction, or as otherwise required in Section 3.3.3, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine, in general, if the Work observed is being performed in a mariner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of the site visits the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner (1) known deviations fiom the Contract Documents and from the most recent conshuction schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work. § 2.11.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Arclitect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Conh•actor, Subconttactors, material and equipment suppliers, their agents or employees or other persons or entities perfornling portions of the Work. § 2.11.3 Certificates for Payment to Contractor § 2.11.3.1 The Architect shall review and certify the amounts due the Conhactor and shall issue certificates in such amounts. The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's evaluation of the Work as provided in Section 2.11.2 and on the data comprising the Contractor's Application for Payment, that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to (1) au evaluation of the Work for conformance with the Contract Documents upon Substantial Completion; (2) the results of subsequent tests and inspections; (3) the correction of minor deviations from the Contract Documents prior to final completion; and (4) specific qualifications expressed by the Architect. § 2.11.3.2 The issuance of a Certificate for Payment shall 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, teclmiques, sequences or procedures of construction, fabrication, procurement, shipment, delivery or installation; (3) reviewed copies of requisitions received from subcontractors and material suppliers and other data requested by the Owner to substantiate the Conh•actor's right to payment; or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 2.11.3.3 The Architect shall maintain a record of the Applications and Certificates for Payment Init. AIA Document B252TM - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. r This / document was created on 12/20/2012 09:05:11 under the terms of AIA Documents-on-DemandT'~' order no. 2008563213 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 2.11.4 Submittals § 2.11.4.1 The Architect shall review and approve the Contractor's submittal schedule and shall not unreasonably delay or withhold approval. The Architect's action in reviewing submittals shall be taken in accordance with the approved submittal schedule or, in the absence of an approved submittal schedule, with reasonable promptness, while allowing sufficient time in the Architect's professional judgment to permit adequate review. § 2.11.4.2 In accordance with the Architect-approved submittal schedule, the Architect shall 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 confornance with information given and the design concept expressed in the Contract Documents. Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions, quantities, and installation or performance of equipment or systems, which are the Contractor's responsibility. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedm•es of construction, fabrication, t•ansportation or installation. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 2.11.4.3 If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems, materials or equipment, the Architect shall specify the appropriate perfornance and design criteria that such services must satisfy. The Architect shall review Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor that bear such professional's seal and signature when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals. § 2.11.4.4 Subject to Section 3.3, the Architect shall review and respond to requests for information about the Contract Documents. The Architect shall set forth in the Contract Documents the requirements for requests for information. Requests for information shall include, at a minimum, a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. The Architect's response to such requests shall be made in writing within any time limits agreed upon, or otherwise with reasonable promptness. If appropriate, the Architect shall prepare and issue supplemental Drawings and Specifications in response to requests for information. § 2.11.4.5 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. § 2.11.5 Changes in the Work § 2.11.5.1 The Architect may authorize minor changes in the Work that are consistent with the intent of the Contact Documents and do not involve an adjustment in Contract Sum or an extension of the Contract Time. Subject to Section 3.3, the Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. § 2.11.5.2 The Architect shall maintain records relative to Changes in the Work. § 2.11.6 Construction Completion § 2.11.6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion; receive from the Contractor and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contact Documents and assembled by the Contractor; and issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. § 2.11,6.2 The Architect's inspection shall be conducted with the Owner to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or cort•ected. AIA Document B252T'" - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. Init. This 6 / document was created on 12/20/2012 09:05:11 under the terms of AIA Documents-on-DemandT'~' order no. 2008563213 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 2.11.6.3 When the Work is found to be substantially complete, the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Conhactor, including the amount to be retained fiom the Conri•act Sum, if any, for final completion or con•ection of the Work. § 2.11.6.4 The Architect shall forward to the Owner the following information received from the Contractor: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (2) affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner against liens; and (3) any other documentation required of the Contractor under the Conriact Documents. § 2.12 Furniture, Furnishings and Equipment Contract Administration Phase Services § 2.12.1 The Architect shall provide administration of the contracts for furniture, furnishings and equipment only as set forth below and in AIA Document A251TM-2007, General Conditions of the Conri•act for Furniture, Furnishings and Equipment § 2.12.2 The Architect shall assist the Owner in coordinating schedules for fabrication, delivery and installation of the Work, but shall not be responsible for any failure of a vendor to meet schedules for completion or to perform its respective duties and responsibilities in conformance with such schedules. § 2.12.3 The Architect shall review and approve or take other appropriate action upon the Vendor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checknrg for conformance with inforniation given and the design concept expressed in the Contract Documents. § 2.12.4 As the buyer of goods, the Owner shall receive, uispect and accept or reject furniture, furnishings and equipment at the time of their delivery to the premises and installation unless otherwise provided. The Architect is not authorized to act as the Owner's agent in contractual matters. § 2.12.5 The Architect shall review final placement and inspect for damage, quality, assembly and function in order to determine that furniture, furnishings and equipment are in accordance with the requirements of the Conriact Documents. The Architect may recommend to the Owner acceptance or rejection of furniture, furnishings and equipment. § 2.12.6 The Architect shall visit the Project premises at intervals appropriate to the stage of the Vendor's installation to become generally familiar with, and to keep the Owner informed about, the progress and quality of the portion of the Work completed and to deternrine, in general, if the Work observed is being perfornied in a manner indicating that the Work, when fully completed, will be in accordance with the Conriact Documents. The Architect shall not have control over, charge of, or responsibility for the means, methods, techniques, sequences or procedures, fabrication, shipment, delivery or installation, or for the safety precautions and programs in connection with the Worlc. ARTICLE 3 ADDITIONAL SERVICES § 3.1 In addition to the Architectural Interior Design Services described above, the Architect shall provide Additional Services only if specifically designated below as the Architect's responsibility. The Architect shall perform such Additional Services in accordance with a service description provided in Section 3.2 or attached as an exhibit to this services document. (Desig/aate the Additional Se/~~ices the Architect shallprovide i~r the second colunara of the table beloly. Lr the third colttrlrn indicate 1t~hether the sel~~ice description is located i~l Sectiola 3.2 or in air exhibit attached to this ser~~ices docannent. If in an exhibit, ident~~ the exhibit.) Services Responsibility (Architect, Orn»er or NotPro>>ided Location of Service Description (Section 3.2 belolt~ or ail exhibit attached to this document al~d identi aed below § 3.1.1 Measured Drawin s Not Provided § 3.1.2 Existin FF&E Inventor Not Provided § 3.1.3 Valuations/A raisals of Existin FF&E Not Provided § 3.1.4 S ecial Studies and Surve s Not Provided § 3.1.5 Gra hics & Si na e Desi n Not Provided Init. AIA Document B252T^' - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved, This document was created on 12/20/2012 09:05:11 under the terms of AIA Documents-on-Demand'"" order no. 2008563213 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. Services Responsibility (architect, Ott~ner or NotPro>>ided Location of Service Description (Section 3.2 belolt~ o~• air exhibit nttached to this document cnrd identified belort~) § 3.1.6 Art Selection and/or Procurement Not Provided § 3.1.7 S ecial Consultants Architect § 3.1.8 Studies Related to Future FF&E Not Provided § 3.1.9 Detailed Cost Estimates Owner CM § 3.1.10 Detailed Quotation Review Not Provided § 3.1.11 Receive/Ins ect/Acce t/Re'ect Furniture Owner CM § 3.1.12 Post-Occu anc Evaluations Not Provided § 3,1.13 O eratin Cost Anal sis Not Provided § 3.1.14 Extendin Services after Project Com letion Not Provided § 3.1.15 Reviewin Extensive Number of Claims Owner CM § 3.1.16 Vendor Default Services Not Provided § 3.1.17 Dama e Re lacement Consultin Owner (CM) § 3.1.18 Public or Le al Proceedin s Activities Owner (CM) § 3.1.19 On-Site Project Re resentation B207TM-2008 Owner § 3.1.20 E ui ment Testin and Trainin Not Provided § 3.2 Insert a description of each designated Additional Service the Architect shall provide if not further described in an exhibit attached to this document. Special Consultants will be retained by Architect to assist with interior design. § 3.3 Additional Services maybe provided after execution of the Agreement, without invalidating the Agreement. Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this Section 3.3 shall entitle the Architect to compensation pursuant to Section 6.3, and an appropriate adjustment in the Architect's schedule. § 3.3.1 Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to provide the following services until the Architect receives the Owner's written authorization: .1 Services necessitated by a change in the Initial Information, previous insriuctions or approvals given by the Owner, or a material change in the Project including, but not limited to, size, quality, complexity, the Owner's schedule or budget for Cost of the Work, or procurement or delivery method; .2 Changing or editing previously prepared Instruments of Service necessitated by the enactment or revision of codes, laws or regulations or official interpretations; .3 Services necessitated by decisions of the Owner not rendered in a timely warmer or any other failure of perforanance on the part of the Owner or the Owner's consultants or contractors; .4 Preparing digital data for transmission to the Owner's consultants and conh•actors, or to other Owner authorized recipients; Init. AIA Document B252T^' - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. This document was created on 12/20/2012 09:05:11 under the terms of AIA Documents-on-DemandT'•' order no. 2008563213 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. .5 Preparation of design and documentation for altercate bid or proposal requests proposed by the Owner; .6 Preparation for, and attendance at, a public presentation, meeting or hearing; .7 Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto; .8 Evaluation of the qualifications of bidders or persons providing proposals; .9 Consultation concerning replacement of Work resulting from fire or other cause during construction, or .10 Assistance to the Initial Decision Maker, if other than the Architect. § 3.3.2 To avoid delay in the Construction Phase, the Architect shall provide the following Additional Services, notify the Owner with reasonable prornphiess, and explain the facts and circumstances giving rise to the need. If the Owner subsequently determines that all or parts of those services are not required, the Owner shall give prompt written notice to the Architect, and the Owner shall have no further obligation to compensate the Architect for those services: .1 Reviewing a Contractor's submittal out of sequence fi-om the submittal schedule agreed to by the Architect; .2 Responding to the Contractor's requests for information that are not prepared in accordance with the Contract Documents or where such information is available to the Contractor from a careful study and comparison of the Contract Documents, field conditions, other Owner-provided infornation, Contractor-prepared coordination drawings, or prior Project correspondence or documentation; .3 Preparing Change Orders, and Construction Change Directives that require evaluation of Contractor's proposals and supporting data, or the preparation or revision of Inshuments of Service; ,4 Evaluating an extensive number of Claims; .5 Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to Insriuments of Service resulting therefrom; or .6 To the extent the Architect's services are affected, providing Conshuction Phase Services 60 days after (1) the date of Substantial Completion of the Work or (2) the anticipated date of Substantial Completion, identified in Initial Inforniation, whichever is earlier. § 3.3.3 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional Services. When the limits below are reached, the Architect shall notify the Owner: .1 One ( 1 )reviews of each Shop Drawing, Product Data item, sample and similar submittal of the Contractor ,2 One ( 1 )visits to the site by the Architect over the duration of the Project dururg construction .3 One ( 1 )inspections for arty portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 One ( 1 )inspections for any portion of the Work to determine final completion § 3.3.4 If the services covered by the Agreement have not been completed within six ( 6 )months of the date of the Agreement, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as Additional Services. ARTICLE 4 OWNER'S RESPONSIBILITIES § 4.1 The Owner shall be responsible for negotiations and obligations of the lease, if any, and shall serve as the contact with the landlord. The Owner shall provide information contained in the lease or landlord correspondence relevant to the Project. § 42 The Owner shall be responsible for the relocation or removal of existing furniture, furnishings and equipment, and the contents from the facility, unless specifically designated otherwise u7 Article 7. § 4.3 The Owner shall provide the Architect access to the Project site prior to conmiencement of the Work and shall obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress. § 4.4 Except as otherwise provided in the Agreement, or when du-ect connnunications have been specially authorized, the Owner shall endeavor to communicate with the Contractor and the Architect's consultants through the Architect about matters arising out of or relating to the Conriact Documents. The Owner shall promptly notify the Architect of any direct communications that may affect the Architect's services. § 4.5 Unless otherwise provided for under the Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. Within 15 days after receipt of a written request from Init. AIA Document B252T''' - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. 9 This / document was created on 12/20/2012 09:05:11 under the terms of AIA Documents-on-DemandT'~' order no. 2008563213 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights. § 4.6 The Owner shall establish and periodically update the Owner's budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 5.1; (2) the Owner's other costs; and (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Architect. The Owner and the Architect shall thereafter agree to a corresponding change in the Project's scope and quality. § 4.7 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 4.8 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. § 4.9 The Owner shall coorduiate the services of its own consultants with those services provided by the Architect. Upon the Architect's request, the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants. The Owner shall furnish the services of consultants other than those designated in the Agreement, or authorize the Architect to furnish them as an Additional Service, when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants maintain professional liability insurance appropriate to the services provided. § 4.10 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 4.11 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that maybe reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 4.12 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect's Instruments of Service. § 4.13 Before executing the Contract for Construction, the Owner shall coordinate the Architect's duties and responsibilities set forth in the Contract for Construction with the Architect's services set forth herein. The Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor, including the General Conditions of the Contract for Construction. ARTICLE 5 COST OF THE WORK § 5.1 For purposes of the Agreement, the Cost of the Work shall be the total cost to the Owner to conshuct, purchase and install all elements of the Project designed or specified by the Architect and shall include conh•actors' and vendors' general conditions costs, overhead and profit The Cost of the Work does not include the compensation of the Architect, the costs of the land, rights-of--way, financing, contingencies for changes in the Work or other costs that are the responsibility of the Owner. § 5.2 The Owner's budget for the Cost of the Work shall be provided in Article 1, Initial Information. Evaluations of the Owner's budget for the Cost of the Work, the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work prepared by tlme Architect represent the Architect's judgment as a design professional It is recognized, however, that neither the Architect nor Owner has conhol over the cost of labor, materials, furniture, furnishings or equipment; over the Contractors' nmethods of determining bid prices; or over market conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or quotations will not vary fi•om the Owner's budget for the Cost of the Work or from any estimmate of the Cost of the Work or evaluation prepared or agreed to by the Architect. § 5.3 hm preparing estimates of the Cost of the Work, the Architect shall be perniitted to include contingencies for design, bidding and price escalation; to deterniine what materials, furniture, furnishings and equipment, finishes, component systems and types of construction are to be included in the Contract Documents; to make reasonable adjustments in the program and scope of the Project; and to include in the Contract Documents alterrmate bids as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget for the Cost of the Work. The Init. AIA Document B252T'" - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. .. 7h1s 10 / document was created on 12/20(2012 09:05:11 under the terms of AIA Documents-on-DemandT'~' order no. 2008563213 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. Architect's estimate of the Cost of the Work may be based on current area, volume or similar conceptual estimating techniques. If an increase in the Contract Sum occurring after execution of the Contract between the Owner and the Contractor causes the budget for the Cost of the Work to be exceeded, that budget shall be increased accordingly. § 5.4 If bidding or requests for quotations have not connienced within 90 days after the Architect submits the Contract Documents to the Owner, thfough no fault of the Architect, the Owner's budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the applicable market. § 5.5 As the design process progresses tlu-ough the end of the preparation of the Contract Documents, the Architect shall update and refine the preliminary estimate of the Cost of the Work. The Architect shall advise the Owner of any adjustments to previous estimates of the Cost of the Work indicated by changes in Project requirements or general market conditions. If at any time the Architect's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work, the Architect shall make appropriate reconniendations to the Owner to adjust the Project's size, quality or budget, and the Owner shall cooperate with the Architect in making such adjustments. § 5.6 If the Owner's budget for the Cost of the Work at the conclusion of the Conhact Documents Phase Services is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 terminate in accordance with the accompanying Owner-Architect Agreement; .4 in consultation with the Architect, revise the Project's program, scope or quality as required to reduce the Cost of the Work; or .5 implement another mutually acceptable alternative. § 5.7 If the Owner chooses to proceed under Section 5.6.4, the Architect, without additional compensation, shall modify the Contract Documents as necessafy to comply with the Owner's budget for the Cost of the Work at the conclusion of the Contract Documents Phase Services, or the budget as adjusted under Section 5.6.1. The Architect's modification of the Contract Documents shall be the limit of the Architect's responsibility under this At•ticle 5. ARTICLE 6 COMPENSATION § 6.1 For the Architect's Services described under Article 2, the Owner shall compensate the Architect as follows: (hrsert mnotmt of, or basis for, compensation.) Architect's fee for Architectural Interior Design Services is included in Section 11.2 of the Standard Fofm Agreement between Owner and Architect, Construction Manager as Adviser Edition (B132-2009). § 6.2 For Additional Services designated in Section 3.1, the Owner shall compensate the Architect as follows: (basert amount of, or basis for•, conrperrsatiorl. If necessary, list specific seri~ices to lahich particular methods of compensation apply.) Architect's fee for Architectural Interior Design Services is included in Section 11.2 of the Standard Form Agreement bet,veen Owner and Architect, Construction Manager as Adviser Edition (B132-2009). § 6.3 For Additional Services that may arise during the course of the Project, including those under Section 3.3, the Owner shall compensate the Architect as follows: (Insert mrrount of, or basis for•, comperrscrtiorr.) Per Section ] l .3 of the Standard Form Agreement between Owner and Architect, Construction Manager as Adviser Edition (B 132-2009). Init. AIA Document 6252T^' - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. g `~ 11 This / document was created on 12/20/2012 09:05:11 under the terms of AIA Documents-on-DemandT'" order no. 2008563213 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 6.4 Compensation for Additional Services of the Architect's consultants when not included in Section 6.2 or 6.3, shall be the amount invoiced to the Architect plus ten percent ( 10 %), or as otherwise stated below: § 6.5 Where compensation for the Architect's Services is based on a stipulated sum or percentage of the Cost of the Work, the compensation for each phase of services shall be as follows: (btsert additioncd phases as appropriate.) Programming Phase: percent ( %) Pre-lease Analysis and Feasibility Services Phase: percent ( %) Schematic Design Phase: percent ( %) Design Development Phase: percent ( %) Contract Documents Phase: percent ( %) Bidding and Quotation Phase: percent ( %) Construction Conriact Administration Phase: percent ( %) Furniture, Furnishings and Equipment Conhact Administration Phase: percent ( %) Total Compensation: One hundred percent (100% § 6.6 When compensation is based on a percentage of the Cost of the Work and any portions of the Project are deleted or otherwise not conshucted, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, ui accordance with the schedule set forth in Section 6.5 based on (1) the lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent estimate of the Cost of the Work for such portions of the Project. The Architect shall be entitled to compensation in accordance with the Agreement for all services performed whether or not the Construction Phase is connnenced. § 6.7 The hourly billing rates for services of the Architect and the Architect's consultants, if any, are set forth below. The rates shall be adjusted in accordance with the Architect's and Architect's consultants' normal review practices. (If applicable, attach art exhibit of hol~a•h~ billing rates or i/tserf them below.) Employee or Category Rate ARTICLE 7 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Standard Form of Architect's Services: Architectural Interior Design, if any, are as follows: For the purposes of this Agreement, the terra Engineer and the term Architect maybe used interchangeably. Init. AIA Document B252T"" - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. This 72 document was created on 12120/2012 09:05:11 under the terms of AIA Documents-on-DemandT'~' order no. 2008563213 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. --~~ ~ ~ ~ 1 TM ®-- Standard Form ofArchitect's Services: Furniture, Furnishings and Equipment Design for the following PROJECT: (Ncnrce arcd location or address) Meridian Wastewater Treatment Plant Laboratory THE OWNER: (Na7cre, legal status acrd address) City of Meridian 33 East Broadway Avenue, Suite 106 Meridian, ID 83642 THE ARCHITECT: (Nance, legal status ~ncd address) SPF Water Engineering, LLC 300 E Mallard Di7ve, Suite 350 Boise, ID 83706 This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document provides the Architect's scope of services only and must be used with an owner- architect agreement. It may be used with AIA Document G802T"^-2007, Amendment to the Professional Services Agreement, to create a modification to any owner-architect agreement. THE AGREEMENT This Standard Form of Architect's Services is part of or modifies the accompanying Owner-Architect Agreement (hereinafter, the Agreement) dated the sixth day of February in the year two thousand and thirteen. (bc words, indicate day, montlc arcd year.) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 FURNITURE, FURNISHINGS AND EQUIPMENT SERVICES 3 ADDITIONAL SERVICES 4 OWNER'S RESPONSIBILITIES 5 COMPENSATION 6 SPECIAL TERMS AND CONDITIONS AIA Document B253T"' - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. Init. This document was 7 / created on 01 /141201 3 1 3:22:05 under the terms of AIA Documents-on-DemandT'A order no. 2008568746 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. „n,oncoat ARTICLE 1 INITIAL INFORMATION The Architect's performance of the services set forth in this document is based upon the following information. Material changes to this information may entitle the Architect to Additional Services. (List beloll~ information, i/~cl~t/di/ag co/~ditions or assamrptions, 11aat 11~i11 affect tlae Architect's performance.) ARTICLE 2 FURNITURE, FURNISHINGS AND EQUIPMENT SERVICES § 2.1 The Architect shall consult with the Owner, research applicable criteria, attend Project meetings, conununicate with members of the Project team and issue progress reports. The Architect shall coordinate the services provided by the Architect and the Architect's consultants with those services provided by the Owner and the Owner's consultants. § 2.2 The Architect shall prepare, and periodically update, a schedule that identifies milestone dates for decisions required by the Owner, services furnished by the Architect and completion of documentation to be provided by the Architect. The Architect shall coordinate the Furniture, Furnishings and Equipment Design Services schedule with the Owner's Project schedule. § 2.3 The Architect shall submit documents to the Owner at intervals appropriate to the process for purposes of evaluation and approval by the Owner. The Architect shall be entitled to rely upon approvals received from the Owner to complete the Furniture, Furnishings and Equipment Design Services. § 2.4 Except with the Owner's knowledge and consent, the Architect shall not (1) accept trade discounts, (2) have a significant financial interest, or (3) undertake any activity or employment or accept any contribution if it would reasonably appear that such activity, employment, interest or contribution could compromise the Architect's professional judgment. § 2.5 Programming Phase Services § 2.5.1 The Architect shall consult with representatives of the Owner to review the applicable requirements of the Project in order to understand the goals and objectives of the Owner with respect to their impact on the Owner's furniture, furnishings and equipment requirements. § 2.5.2 The Architect shall assist the Owner in the preparation of a budget for the Work. § 2.5.3 The Architect shall gather information furnished by the Owner's designated representatives to aid the Architect in understanding the Owner's furniture, furnishings and equipment requirements. § 2.5.4 The Architect shall develop personnel space standards based upon an evaluation of the existing conditions at the Owner's facilities, and the functional requirements and standards of the Owner. Personnel space standards shall take into consideration the design and layout of furniture system workstation environments, if applicable. The proposed space standards shall be submitted for the Owner's review and approval. § 2.5.5 The Architect shall develop a general understanding of the Owner's equipment requirements, including data, teleconununications, and reproduction equipment related to furniture, furnishings and equipment. § 2.5.6 The Architect shall prepare a written sununary of observations and make recommendations with respect to the planning of the facility for the Owner's review and approval. § 2.6 Schematic Design Phase Services § 2.6.1 Based on the approved written program, the Architect shall prepare the design concept for the furniture, furnishings and equipment of the Project, indicating the types and quality. AIA Document B253T61- 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. Init. This document was 2 / created on 01/14/2013 13:22:05 under the terms of AIA Documents-on-DemandT'~' order no. 2008568746 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 2.6.2 The Architect shall review with the Owner alteriative designs and methods for procurement of the furniture, furnishings and equipment. § 2.6.3 The Architect shall assist the Owner in the preparation of a preliminary Project schedule and estimate of the Cost of the Work. § 2.7 Design Development Phase Services § 2.7.1 Based on the approved Schematic Design, the Architect shall obtain product data and prepare illustrations for furniture, furiishings and equipment as maybe appropriate for the Project, including specially designed items or elements, to indicate finished appearance and functional operation. § 2.7.2 The Architect shall illustrate the design character of the Project. Such illustrations may include drawings, plans, elevations, renderings, photographs, and samples of actual materials, colors and finishes. § 2.7.3 The Architect shall assist the Owner in the preparation of adjustments to the preliminary schedule and estimate of the Cost of the Work. § 2.8 Contract Documents Phase Services § 2.8.1 Based on the approved Design Development drawings and other documents, including schedule and estimate of the Cost of the Work, the Architect shall prepare Drawings, Specifications and other documents required to describe the requirements for the fabrication, procurement, shipment, delivery and installation of furniture, furnishings and equipment for the Project. § 2.8.2 The Architect shall assist the Owner in the preparation of the necessary Quotation Documents. § 2.9 Quotation Phase Services § 2.9.1 The Architect shall assist the Owner in establishing a list of proposed vendors for furiiture, furnishings and equipment. § 2.9.2 The Architect shall assist the Owner in obtaining quotations for furniture, futishings and equipment. § 2.9.3 The Architect shall prepare written responses to questions from vendors preparing quotations and provide written clarifications and interpretations of the Quotation Documents in the forni of addenda. § 2.9.4 The Architect shall assist the Owner in the review of quotations including conformance with the design concept expressed in the Contract Documents. § 2.9.5 Quotation Documents include the Quotation Requirements and the proposed Conhact Documents. § 2.9.6 The Architect shall assist the Owner in awarding and preparing agreements with vendors. § 2.9.7 If the Owner and Architect agree that the Architect will purchase furniture, furnishings and equipment on behalf of the Owner with funds provided by the Owner, the duties and compensation related to such additional services shall be set forth in a separate agreement. § 2.10 Furniture, Furnishings and Equipment Contract Administration Phase Services § 2.10.1 The Architect shall provide administration of the conhacts for furniture, furnishings and equipment only as set forth below and in AIA Document A251 T"' 2007, General Conditions of the Conh•act for Furniture, Furnishings and Equipment. § 2.10.2 The Architect will assist the Owner in coordinating schedules for fabrication, delivery and installation of the Work, but will not be responsible for any failure of a Vendor to meet schedules for completion or to perform its respective duties and responsibilities in conformance with such schedules. § 2.10.3 The Architect shall review and approve or take other appropriate action upon a Vendor'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 iii the Contract Documents. AIA Document B253T"' - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. Init. .. This document was 3 / created on 01/14/2013 13:22:05 under the terms of AIA Documents-on-DemandT'•' order no. 2008568746 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 2.10.4 As the buyer of goods, the Owner shall receive, inspect, and accept or reject furniture, furnishings and equipment at the time of their delivery to the premises and installation unless otherwise agreed. The Architect is not authorized to act as the Owner's agent in contractual matters. § 2.10.5 The Architect shall review fmal placement and uispect for damage, quality, assembly and function in order to determine that furiiture, furnishings and equipment are in accordance with the requirements of the Contract Documents. The Architect may recommend to the Owner acceptance or rejection of furniture, furnishings and equipment. § 2.10.6 The Architect shall visit the Project premises at intervals appropriate to the stage of the Vendor's installation to become generally familiar with the progress and quality of the portion of the Work completed, and to determine, in general, if the Work observed is being performed in a mamier indicating that the Work, when fully completed, will be in accordance with the Contract Documents. The Architect shall not have control over, charge of, or be responsible for the means, methods, techniques, sequences or procedures of fabrication, shipment, delivery or installation, or for the safety precautions and programs in connection with the Work, as these are solely the Vendor's rights and responsibilities under the Conhact Documents. ARTICLE 3 ADDITIONAL SERVICES § 3.1 In addition to the Furniture, Furnishings and Equipment Design Services described above, the Architect shall provide the following Additional Services only if specifically designated below as the Architect's responsibility. The Architect shall perform such Additional Services in accordance with a service description provided in Section 3.2 or attached as an exhibit to this services document. (Designate the Additional Services the Architect shall pr•on~ide irr the second colunnr of the table belong. In the third column indicate nt~hether the service description is located in Section 3.2 or in mt exhibit attached to this services document. If ii1 arr exhibit, identify the exhibit.) Services Responsibility (Architect, Owner or Not Provided Location of Service Description (Section 3.2 belorr~ or arr exhibit attached to t7ris docunzeJrt acrd identi aed beior~~ § 3.1.1 Measured Drawin s Not Provided § 3.1.2 Existin FF&E Inventor Not Provided § 3.1.3 Valuations/A sisals of Existin FF&E Not Provided § 3.1.4 S ecial Studies and Surve s Not Provided § 3.1.5 Gra hics and Si na e Desi n Not Provided § 3.1.6 Art Selection and/or Procurement Not Provided § 3,1.7 S ecial Consultants Not Provided § 3.1.8 Studies Related to Future FF&E Not Provided § 3.1.9 Detailed Cost Estimates Owner CM § 3.1.10 Detailed uotation Review Not Provided § 3.1.11 Receive/Ins ect/Acce t/Re•ect Furiiture Owner CM § 3.1.12 Post-Occu anc Evaluations Not Provided § 3.1.13 O eratin Cost Anal sis Not Provided § 3.1.14 Exteudin Services after Project Com letion Not Provided § 3.1.15 Reviewin Extensive Number of Claims Owner CM § 3.1.16 Vendor Default Services Not Provided § 3.1.17 Dama e Re lacement Consultin Owner CM § 3.1.18 Public or Le al Proceedin s Activities Owner CM § 3.1.19 On-Site Project Re resentation B207T"~-2008 Init. AIA Document B253T"' - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. This document was 4 / created on 01/14/2013 13:22:05 under the terms of AIA Documents-on-DemandT''' order no. 2008568746 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 3.2 Descriptions of Additional Services (b7sert a description of each ser7~ice in Section 31 the Architect sTrallpro>>ide if riot further described in an exhibit attached to this document) N/A. ARTICLE 4 OWNER'S RESPONSIBILITIES § 4.1 The Owner shall be responsible for negotiations and obligations of the lease, if any, and shall serve as the contact with the landlord. The Owner shall provide infortnation contained in the lease or landlord correspondence relevant to the Project. § 4.2 The Owner shall be responsible for the relocation or removal of existing furniture, furnishings and equipment, and the contents from the facility, unless specifically designated otherwise hi Article 6. § 4.3 The Owner shall establish and update an overall budget for the Project, including the Cost of the Work, the Owner's other costs and reasonable contingencies related to all of these costs. The Cost of the Work shall be the total cost including applicable taxes or, to the extent the Project is not completed, the estimated cost to the Owner of all elements of the Project designed or specified by the Architect A reasonable allowance for contingencies shall be included for market conditions at the time of quotations and for changes in the Work. The Cost of the Work does not include the compensation of the Architect and Architect's consultants, the costs of fuiancing or other costs that are the responsibility of the Owner. ARTICLE 5 COMPENSATION § 5.1 For the Architect's Furniture, Furnishings and Equipment Services described under Article 2, the Owner shall compensate the Architect as follows: (b~sert mrrount of, or basis for, compensation.) Architect's fee for Architectm•al Interior Design Services is included in Section 1 l .2 of the Standard Form Agreement between Owner and Architect, Consriuction Manager as Adviser Edition (B 132-2009). § 5.2 For Additional Services provided under Section 3.1, the Owner shall compensate the Architect as follows: (hrsert mrrount of, or basis for, conrpensatiorl. If necessmy, list specific ser>>ices to 1t~hiclr particular methods of compensation apply.) N/A. § 5.3 Compensation for Additional Services of the Architect's consultants when not included in Section 5.2, shall be the amount invoiced to the Architect plus ten percent ( 10 %), or as otherwise stated below: Init. AIA Document 6253 TM - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. This document was 5 created on 01(14/2013 13:22:05 under the terms of AIA Documents-on-DemandT'•' order no. 2008568746 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. § 5.4 Where compensation for the Architect's services is based on a stipulated sum or percentage of the Cost of the Work, the compensation for each phase of services shall be as follows: (blsert additional phases as appropriate.) Programming Phase: percent ( %) Schematic Design Phase: percent ( %) Design Development Phase: percent ( %) Contract Documents Phase: percent ( %) Quotation Phase: percent ( %) Furniture, Furnishings and Equipment Contract Administration Phase: percent ( %) Total Compensation: One hundred percent ( 100%) § 5.5 When compensation is based on a percentage of the Cost of the Work and any portions of the Project are deleted or otherwise not provided or installed, compensation for those portions of the Project shall be payable to the extent services are perfornied on those portions, in accordance with the schedule set forth in Section 5.4 based on (1) the lowest bona fide quotation, or (2) if no such quotation is received, the most recent estimate of the Cost of the Work for such portions of the Project. The Architect shall be entitled to compensation in accordance with this Agreement for all services perfotYned. ARTICLE 6 SPECIAL TERMS AND CONDITIONS Special teens and conditions that modify this Standard Form of Architect's Services: Furniture, Furnishings and Equipment Design, if any, are as follows: For the purposes of this Agreement, the term Engineer and the term Architect maybe used interchangeably. AIA Document 6253T''' - 2007. Copyright ©2005 and 2007 by The American Institute of Architects. All rights reserved. Init. This document was created on 01/14/2013 13:22:05 under the terms of AIA Documents-on-DemandT'~' order no. 2008568746 ,and is not for resale. This document is licensed by The American Institute of Architects for one-time use only, and may not be reproduced prior to its completion. 6 0 ~'~, ,`,, rf~ Standard ®rrr, ®f Agreement e~nreen weer and ®n~tructi®n Manager as Adviser AGREEMENT made as of the 1st day of February in the year 2013 (ht tt~ot'ds, indicate day, month and year.) ADDITIONS AND DELETIONS: The author of this document has BETWEEN the Owner: added information needed for its (Ncnne, legal status, address and otlter it fot7/taNon) completion. The author may also have revised the text of the original City of Meridian AIA standard form. An Additions and 33 E. Broadway Deletions Report that notes added Meridian, ID 83642 information as well as revisions to the standard form text is available and the Consh'uetion Managet° from the author and should be (Name, legal status, address and other information) reviewed. A vertical line in the left margin of this document indicates Beniton Construction where the author has added P.O. Box 838 necessary information and where Meridian ID 83680 the author has added to or deleted , from the original AIA text. for the following Project: This document has important legal (Name, location and detailed description) consequences. Consultation with an attorney is encouraged with respect Administration Building to its completion or modification. Wastewater' Treatment Plant This document is intended to be 3401 N. Ten Mile Rd. used in conjunction with AIA Meridian, ID 83642 Documents A132T""-2009, Standard Form of Agreement Between Owner The Architect: and Contractor, Construction (Name, legal states, address and outer it fot7nation) Manager as Adviser Edition; A232T""-2009, General Conditions Johnson At'chiteets of the Contract for Construction, 36 E. Pine Ave. Construction Manager as Adviser Meridian, ID 83642 Edition; and 6132Th°-2009, Standard Form of Agreement Between Owner The O«aler and Consh'ucthon Manager agt'ee as follows, and Architect, Construction Manager as Adviser Edition. AIA Document A232T""-2009 is adopted in this document by reference. Do not use with other general conditions unless this document is modified. AIA Document C132Th1 - 2009 (formerly B801 T"^CMa - 1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. not for resale. User Notes: This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (2034592357) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES 3 SCOPE OF CONSTRUCTION MANAGER'S BASIC SERVICES 4 ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION § 1.1 TI>js Agreement is based on the Initial Information set forth in this Section 1.1. (Note the disposition for the folloli~itrg items by inserting the requested information or a statement such as 'Srot applicable, " "tmlarol~>>r at time of erecutiort"or "to be detertnitted later by ntuhral agreement ') § 1.1.1 The Owner's program for the Project: (Identify documentation or state tTre ntmrner in 1~~Irich the program hill be developed.) 2013 - 2017 CIP WWTP Projects § 1.1.2 The Project's physical characteristics: (Identij5~ or describe, if appropriate, size, location, dimensions, or other pertinent it formation, such as geoteclrttical reports; site, bounden}~ attd topographic stn•veys; h•aff c and utilih~ studies; nvailabilitt~ ofptrblic mrdprimate utilities and setl~ices; legal description of the site; etc.) New 3-story, 8,000 square foot building on the water t•eatnent campus § 1.1.3 The Owner's budget for the Cost of the Work, as defined in Section 6.1: (Provide total and, if 1arolanr, a line item brealzdola>/r.) Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00) § 1.1.4 The Owner's anticipated design and construction schedule: .1 Design phase milestone dates, if any: 2/1/2013 .2 Commencement of construction; 6/ 1 /2013 AIA Document C132T"' - 2009 (formerly 6801 TMCMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 2 t This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (2034592357) 3 Substantial Completion date or milestone dates: 6/1 /2014 .4 Other: § 1.1.5 The Owner intends the following procurement method for the Project: (Identif•7~ method such as competitil~e bid negotiated Contract or multiple Prime Conh•acts.) Competitive bid with multiple prime conh~acts. § 1,1.8 The Owner's requirements for accelerated or fast-track scheduling, multiple bid packages, or phased construction are set forfl~ below: (List normber and t~~pe of bidlprocoa•ementpachages.) Multiple bid packages to be developed § 1.1.7 Other Project information: (Identify special characteristics or needs of the Project notpro>>ided elsewhere, such as em~ironmentall~~ responsible design or historic preservation regoirements.) LEED Design Consideration § 1.1.8 The O~~mer identifies the following representative in accordance with Section 5.5: (List name, address mrd other irafornratiorr.) David Allison, Project Manager City of Meridian 33 E. B1•oadway Meridian, ID 83642 § 1.1.9 The persons or entities, in addition to flee Owner's representative, who are required to review the Consh•uction Manager's submittals to the Owner are as follows: (List name, address and other it formation.) Johnson Architects 36 E. Pine Ave. Meridian, ID 83642 § 1.1.10 Unless provided by the Construction Manager, the Owner will retain the following consultants and contractors: (List name, legal stators, address and other it for•ntation.) .1 Land Surveyor: Construction Manager .2 Geotechnical Engineer: Johnson Architects ,3 Civil Engineer: Johnson Architects AIA Document C132T'" - 2009 (formerly 8801 T"'CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 3 t This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (2034592357) .4 Other; (List any other corascrltcnrts retained by the Ott~ner, such as a Project or Program Mmlager or C071Sh'l/Ct`1071 COlth'aCi`OT.~ § 1.1.11 The Construction Manager identifies the following representative in accordance with Section 2.4: (List rrmrre, address arad other information.) Bryce Parker, Project Manager Beniton Construction P.O. Box 838 Meridian, ID 83680 § 1.1.12 The Consri•uction Manager's staffing plan as required under Section 3.3.2 shall include: (List ally specific regtriremerrts mul personnel to be inclarded ira the staffirrgplmr, iflnrolnn.) Superintendent and Project Engineer § 1.1.13 The Consriuction Manager's consultants retained under Basic Services, if any: Cost Estimator: (List name, legal status, address and other information.) Beniton Conshuction .2 Other consultants: None § 1.1.14 The Construction Manager's consultants retained under Additional Services: None § 1.1.15 Other hritial Information on which the Agreement is based: ~ None § 1,2 The Owner and Consri•uction Manager may rely on the Initial Information. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Construction Manager shall appropriately adjust the schedules, the Construction Manager's services and the Construction Manager's compensation. ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES § 2.1 The Construction Manager shall provide the services as set forth in this Agreement. § 2.2 The Construction Manager shall perform its services consistent with the skill and care ordinarily provided by construction managers practicing in the same or similar locality under the same or similar circumstances. The Consri•uction Manager shall perform its services as expeditiously as is consistent with such skill and care and the orderly progress of the Project. § 2.3 The Consri•uction Manager shall provide its services in conjunction with the services of an Architect as described in AIA Document B 132T"'-2009, Standard Form of Agreement Between Owner and Architect, Consh•uction Manager as Adviser Edition. The Consri•uction Manager shall not be responsible for actions taken by the Architect. AIA Document C132T"" - 2009 (formerly 8801 T~~CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 4 not for resale. User Notes: This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (2034592357) § 2.4 The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project. § 2,5 Except with the Owner's knowledge and consent, the Construction Manager shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Construction Manager's judgment with respect to this Project. § 2.6 The Construction Manager shall maintain the following insurance for the duration of this Agreement If any of the requirements set forth below exceed the types and limits the Construction Manager normally manstains, the Owner shall reimburse the Construction Manager for any additional cost. § 2.6,1 Comprehensive General Liability with policy limits of not less than Two Million and No/100 Dollars ($ 2,000,000.00) for each occurrence and in the aggregate for bodily injury and property damage. § 2.6.2 Automobile Liability covering o«med and rented vehicles operated by the Consh•uction Manager with policy linuts of not less than Two Million and No/100 Dollars ($ 2,000,000.00) combined single limit and aggregate for bodily injury and property damage. § 2.6.3 The Consh•uction Manager may use umbrella or excess liability insurance to achieve the required coverage for Comprehensive General Liability and Automobile Liability, provided that such umbrella or excess insurance results in the same type of coverage as required for the individual policies. § 2.6.4 Workers' Compensation at statutory limits and Employees Liability with a policy limit of not less than One Million and No/100 Dollars ($ 1,000,000.00 ). § 2.6.5 Professional Liability covering the Construction Manager's negligent acts, errors and omissions in its performance of services with policy limits of not less than Two Million and No/100 Dollars ($ 2,000,000.00) per claim and in the aggregate. § 2.6.6 The Construction Manager shall provide to the Owner certificates of insurance evidencing compliance with the requirements in this Section 2.6. The certificates will show the Owner as an additional insured on the Comprehensive General Liability, Automobile Liability, umbrella or excess policies. ARTICLE 3 SCOPE OF CONSTRUCTION MANAGER'S BASIC SERVICES § 3.1 Definition The Construction Manager's Basic Services consist of those described in Sections 3.2 and 3.3 and include usual and customary construction coordination and scheduling, consriuctabilityrevrew, cost estimating, and allocation of construction activities among the Multiple Prime Contractors. § 3.2 Preconstruction Phase § 3.2.1 The Conshuction Manager shall review the program furnished by the Owner and any evaluation of the Owner's program provided by the Architect, to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner and Architect. § 3.2.2 The Consh•uctimi Manager shall provide a prelinunaly evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other. § 3.2.3 The Consri•uction Manager shall prepare, and deliver to the Owner, a written Consriuction Management Plan that includes, at a minimum, the following: (1) preliminary evaluations requhed in Section 3.2.2, (2) a Project schedule, (3) cost estimates, (4) recommendations for Project delivery method, and (5) Contractors' scopes of Work, if multiple Conri•actors or fast-track construction will be used. The Construction Manager shall periodically update the Conshuction Management Plan over the course of the Project. § 3.2.4 Based on preliminary design and other design criteria prepared by the Architect, the Construction Manager shall prepare preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume or similar conceptual estimating techniques for the Architect's review and Owner's approval. If the Architect Init. AIA Document C132T~~~ - 2009 tformerly B801 T"CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 5 not for resale. User Notes: This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (2034592357) suggests alternative materials and systems, the Construction Manager shall provide cost evaluations of those alternative materials and systems and may also provide its own suggestions. § 3.2.5 The Consri•uction Manager shall expeditiously review design documents during their development and advise the Owner and Architect on proposed site use and improvements, selection of materials, and building systems and equipment. The Consh•uction Manager shall also provide recommendations to the Owner and Architect on constructability, availability of materials and labor, sequencing for phased construction, time requirements for procurement, installation and consri•uction, and factors related to construction cost including, but not limited to, costs of alter~lative designs or materials, preliminary budgets, life-cycle data, and possible cost reductions. § 3.2.6 The Consh•uction Manager shall prepare and periodically update the Project schedule included in the Consri•uction Management Plan for the Architect's review and the Owner's acceptance. The Constuction Manager shall obtain the Architect's approval for the portion of the Project schedule relating to the performance of the Architect's services. The Project schedule shall coordinate and integrate the Conshuction Manager's services, the Architect's services, other Owner consultants' services, and the Owner's responsibilities and highlight items that could affect the Project's timely completion. § 3.2.7 As the Architect progresses with the preparation of the Schematic Design, Design Development and Consh•uction Documents, the Conshuction Manager shall prepare and update, at appropriate intervals agreed to by the Owner, Consh•uction Manager and Architect, estimates of the Cost of the Work of increasing detail and refinement The Construction Manager shall include appropriate contingencies for design, bidding or negotiating, price escalation, and market conditions in the estimates of the Cost of the Work. Such estimates shall be provided for the Architect's review and the Owner's approval The Consh•uction Manager shall advise the Owner and Architect if it appears that the Cost of the Work may exceed the Owner's budget and make recommendations for corrective action. § 3.2.8 As the Architect progresses with the preparation of the Schematic Design, Design Development and Consh•uction Documents, the Construction Manager shall consult with the Owner and Architect and make recommendations whenever the Consh•uction Manager determines that design details adversely affect ~constructability, cost or schedules. § 3.2.9 The Construction Manager shall provide recommendations and information to the Owner and Architect regarding the assignment of responsibilities for temporary Project facilities and equipment, materials and services for common use of the Contractors. The Consh•uction Manager shall verify that such requirements and assignment of responsibilities are included in the proposed Conh act Documents. § 3.2.10 The Consh•uction Manager shall provide recommnendations and information to the Owner regarding the allocation of responsibilities for safety programs among the Contractors. § 3.2.11 The Construction Manager shall provide recommendations to the Owner on the division of the Project into individual Contracts for the consriuction of various categories of Work, including the method to be used for selecting Conhactors and awarding Contracts. If multiple Conri•acts are to be awarded, the Construction Manager shall review the Drawings and Specifications and make recommendations as required to provide that (1) the Work of the Conh•actors is coordinated, (2) all requirements for the Project are assigned to the appropriate Conhact, (3) the likelihood of jurisdictional disputes is minimized, and (4) proper coordination is provided for phased consh•uction. § 3.2.12 The Construction Manager shall update the Project schedule to include the components of the Work, including phasing of construction, times of commencement and completion required of each Contractor, ordering and delivery of products, including those that must be ordered well in advance of construction, and the occupancy requirements of the Owner. § 3.2.13 The Consh•uction Manager shall expedite and coordinate the ordering and delivery of materials, including those that must be ordered well in advance of construction. § 3.2.14 The Consh•uction Manager shall assist the Owner in selecting, retaining and coordinating the professional services of surveyors, special consultants and testing laboratories required for the Project. Init. AIA Document C132TM - 2009 (formerly B801 TMCMa - 1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. f 6 ~ This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (2034592357) § 3.2,15 The Construction Manager shall provide an analysis of the types and quantities of labor required for the Project and review the availability of appropriate categories of labor required for critical phases. The Construction Manager shall make recommendations for actions designed to minimize adverse effects of labor shortages. § 3.2,16 The Consh•uction Manager shall assist the Owner in obtaining information regarding applicable requirements for equal employment opportunity programs, and other programs as maybe required by govermnental and for quasi governmental authorities for inclusion in the Contract Docmnerlts. § 3.2.17 Following the Owner's approval of the Drawings and Specifications, the Conshuction Manager shall update and submit the latest estimate of the Cost of the Work and the Project schedule for the Architect's review and the Owner's approval. § 3.2.18 The Construction Manager shall submit the list of prospective bidders for the Architect's review and the Owner's approval. § 3.2.19 The Construction Manager shall develop bidders' interest in the Project and establish bidding schedules. The Construction Manager, with the assistance of the Architect, shall issue bidding documents to bidders and conduct pre-bid conferences with prospective bidders. The Conshuction Manager shall issue the current Project schedule with each set of bidding documents. The Consh•uction Manager shall assist the Architect with regard to questions fiom bidders and with the issuance of addenda. § 3.2.20 The Conshuction Manager shall receive bids, prepare bid analyses and make recommendations to the Owner for the Owner's award of Contracts or rejection of bids. § 3.2.21 The Consh•uction Manager shall assist the Owner in preparing Consh•uction Contt•acts and advise the Owner on the acceptability of Subcontractors and material suppliers proposed by Multiple Prime Contractors. § 3,2.22 The Construction Manager shall assist the Owner in obtaining building permits and special permits for permanent improvements, except for permits required to be obtained directly by the various Multiple Prime Contractors. The Construction Manager shall verify that the Owner has paid applicable fees and assessments. The Conshuction Manager shall assist the Owner and Architect in comiection with the Owner's responsibility for filing documents required for the approvals of governmental authorities having jurisdiction over the Project. § 3.3 Construction Phase Administration of the Construction Contract § 3.3.1 Subject to Section 4.3, the Construction Manager's responsibility to provide Construction Phase Services commences with the award of the initial Conh•act for Conshuction and te!•minates on the date the Architect issues the final Certificate for Payment. § 3.3,2 The Construction Manager shall provide a staffing plan to include one or more representatives who shall be in attendance at the Project site whenever the Work is being performed. § 3.3.3 The Consh•uction Manager shall provide on-site administration of the Contracts for Construction in cooperation with the Architect as set forth below and in AIA Document A232'''n'-2009, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition. If the Owner and Conh•actor modify AIA Docmnent A232-2009, those modifications shall not affect the Construction Manager's services under this Agreement unless the Owner and the Conshruction Manager amend this Agreement. § 3.3.4 The Construction Manager shall provide administt•ative, management and related services to coordinate scheduled activiries and responsibilities of the Multiple Prune Conhactors with each other and with those of the Construction Manager, the Owner and the Architect. The Construction Manager shall coordinate the activities of the Multiple Prime Contractors in accordance with the latest approved Project schedule and the Contract Documents. § 3.3.5 Utilizing the construction schedules provided by the Multiple Prime Contractors, the Consh•uction Manager shall update the Project schedule, incorporating the activities of the Owner, Architect, and Multiple Prune Contractors on the Project, including activity sequences and durations, allocation of labor and materials, processing of Shop Drawings, Product Data and Samples, and delivery and procurement of products, including those that must be ordered well in advance of consh•uction. The Project schedule shall include the Owner's occupancy requirements AIA Document C132TM - 2009 (formerly 8801 T'^CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. f ~pwt This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale, User Notes: (2034592357) showing portions of the Project having occupancy priority. The Construction Manager shall update and reissue the Project schedule as required to show current conditions. If an update indicates that the previously approved Project schedule may not be met, the Construction Manager shall recommend corrective action, if any, to the Owner and Architect, § 3.3.6 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress, coordination, and scheduling of the Work. The Construction Manager shall prepare and promptly distribute minutes to the Owner, Architect and Multiple Prime Conh•actors. § 3.3,7 Utilizing information fi•om the Multiple Prime Contractors, the Consh•uction Manager shall schedule and coordinate the sequence of construction and assigmnent of space in areas where the Multiple Prime Contractors are performing Work, in accordance with the Conh•act Documents and the latest approved Project schedule. § 3.3,8 The Construction Manager shall schedule all tests and inspections required by the Conhact Documents or governmental authorities, and arrange for the delivery of test and inspection reports to the Owner and Architect. § 3.3.9 The Construction Manager shall endeavor to obtain satisfactory performance from each of the Multiple Prime Conhactors. The Construction Manager shall recommend courses of action to the Owner when requirements of a Contract are not being fulfilled. § 3.3,10 The Construction Manager shall monitor and evaluate actual costs for activities in progress and estimates for uncompleted tasks and advise the Owner and Architect as to variances between actual and budgeted or estimated costs. If the Contractor is required to submit a Control Estimate, the Consh•uction Manager shall meet with the Owner and Contractor to review the Control Estimate. The Construction Manager shall promptly notify the Contractor if there are any inconsistencies or inaccuracies in the information presented. The Consh•uction Manager shall also report the Conhactor's cost conhol hlforrnation to the Owner. § 3.3.11 The Consh•uction Manager shall develop cash flow reports and forecasts for the Project. § 3.3.12 The Conshuction Manager shall maintain accounting records on authorized Work performed under unit costs, additional Work performed on the basis of actual costs of labor and materials, and other Work requiring accounting records. § 3.3,12.1 The Consh•uction Manager shall develop and implement procedures for the review and processing of Applications for Payment by Multiple Prime Contractors for progress and final payments. § 3.3.12.2 Not more frequently than monthly, the Construction Manager shall review and certify the amounts due the respective Contractors as follows: .1 Where there is only one Contractor responsible for performing the Work, the Construction Manager shall, within seven days after the Consh•uction Manager receives the Conh•actor's Application. for Payment, review the Application, certify the amount the Construction Manager determines is due the Contractor, and forward the Conh•actor's Application and Certificate for Payment to the ?,r•chitect. ,2 Where there are Multiple Prime Conh•actors responsible for performing different porfions of the Project, the Construction Manager shall, within seven days after the Construction Manager receives each Conhactor's Application for Payment: (1) review the Applications and certify the amount the Consh•uction Manager determines is due each Contractor, (2) prepare a Summary of Contractors' Applications for Payment by summarizing information from each Conh•actor's Application for Payment, (3) prepare a Project Application and Certificate for Payment, (4) certify the total amount the Conshuction Manager determines is due all Multiple Prime Conh•actors collectively, and (5) forward the Summary of Contractors' Applications for Payment and Project Application and Certificate for Payment to the Architect. § 3.3.12.3 The Construction Manager's certification for payment shall constitute a representation to the Owner, based on the Construction Manager's evaluations of the Work and on the data comprising the Contractors' Applications for Payment, that, to the best of the Construction Manager's knowledge, information and belief, the Work has progressed to the point indicated and the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Worlc for conformance with the Contract Docwnents Init. AIA Document C132TM - 2009 (formerly B801 T~"CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 8 ~ This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (2034592357) upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations fiom the Contract Documents prior to completion and to specific qualificafions expressed by the Consriuction Manager. The issuance of a Certificate for Payment shall further constitute a recommendation to the Architect and Owner that the Contractor be paid the amount certified. § 3.3.12.4 The certification of an Application for Payment or a Project Application for Payment by the Construction Manager shall not be a representation that the Consri•uction Manager has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed consh•uction means, methods, techniques, sequences for the Contractor's own Work, or procedures; (3) reviewed copies of requisitions received fi•om Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment; or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 3.3.13 The Construction Manager shall review the safety programs developed by each of the Multiple Prime Contractors solely and exclusively for purposes of coordinating the safety programs with those of the other Contractors and for making recommendations to the Owner for any safety programs not included in the Work of the Multiple Prime Conhactors. The Construction Manager's responsibilities for coordination of safety programs shall not extend to direct conri•ol over or charge of the acts or omissions of the Contractor, Multiple Prime Conri•actors, Subcontractors, agents or employees of the Conri•actors or Multiple Prime Conttactors or Subcontractors, or any other persons performing portions of the Work and not directly employed by the Construction Manager. § 3.3.14 The Consri•uction Manager shall determine in general that the Work of each Contractor is being performed in accordance with the requirements of the Conri•act Documents and notify the Owner, Conriactor and Architect of defects and deficiencies in the Work. The Construction Manager shall have the authority to reject Work that does not conform to the Contract Documents and shall notify the Architect about the rejection. The failure of the Construction Manager to reject Work shall not constitute the acceptance of the Work. The Consriuction Manager shall record any rejection of Work in its daily log and include information regarding the rejected Worlc in its progress reports to the Architect and Owner pursuant to Section 3.3.20.1. Upon written authorization from the Owner, the Conshuction Manager may require and make arrangements for additional inspection or testing of the Work in accordance with the provisions of the Contract Docwnents, whether or not such Work is fabricated, installed or completed, and the Construction Manager shall give timely notice to the Architect of when and where the tests and inspections are to be made so that the Architect may be present for such procedures. § 3.3.15 The Consri•uction Manager shall advise and consult with the Owner and Architect during the performance of its Construction Phase Services. The Consri•uction Manager shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Consri•uction Manager shall not have conri•ol over, charge of, or responsibility for the consri•uction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work of each of the Contractors, since these are solely the Contractor's rights and responsibilities under the Conriact Documents. The Construction Manager shall not be responsible for a Contractor's failure to perform the Work in accordance with the requirements of the Conhact Documents. The Construction Manager shall be responsible for the Construction Manager's negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or Multiple Prime Conh•actors, Subcontractors, or their agents or employees, or any other persons or any other persons or entities performing portions of the Work. § 3.3.16 The Consri•uction Manager shall hansmit to the Architect requests for interpretations and requests for information of the meaning and intent of the Drawings and Specifications with its written reconunendation, and assist in the resolution of questions that may arise. § 3.3.17 The Consri•uction Manager shall review requests for changes, assist in negotiating Contractors' proposals, submit recommendations to the Architect and Owner, and, if they are accepted, prepare Change Orders and Construction Change Directives that incorporate the Architect's modifications to the Contract Documents. § 3.3.18 The Consri•uction Manager shall assist the Initial Decision Maker in the review, evaluation and documentation of Claims, subject to Section 4.3.1.7. AIA Document C132TM - 2009 (formerly 8801 TMCMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. not for resale. User Notes: This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (2034592357) § 3.3.19 Utilizing the submittal schedules provided by each Contractor, the Conshuction Manager shall prepare, and revise as necessary, a Project submittal schedule incorporating information from the Owner, Owner's consultants, Owner's separate contractors and vendors, goverrmlental agencies, and all other participants in the Project under the management of the Construction Manager. The Project submittal schedule and any revisions shall be submitted to the Architect for approval. The Conshuction Manager shall promptly review all Shop Drawings, Product Data, Samples and other submittals fi•om the Multiple Prime Conhactors for compliance with the submittal requirements of the Conh•act, coordinate submittals with information contained in related documents, and transmit to the Architect those that the Consh•uction Manager recommends for approval. The Construction Manager's actions shall be taken in accordance with the Project submittal schedule approved by the Architect, or in the absence of an approved Project submittal schedule, with such reasonable promptness as to cause no delay in the Work or in the activities of the Contractor, other Multiple Prime Conh•actors, the Owner, or the Architect. § 3.3.20 The Consh•uction Manager shall keep a daily log containing a record of weather, each Contractor's Work on the site, number of workers, identification of equipment, Work accomplished, problems encountered, and other similar relevant data as the Owner may require. § 3,3,20.1 The Construction Manager shall record the progress of the Project. On a monthly basis, or otherwise as agreed to by the Owner, the Construction Manager shall submit written progress reports to the Owner and Architect, showing percentages of completion and other information identified below: .1 Work completed for the period; .2 Project schedule status; .3 Submittal schedule and status report, including a surrnnary of remaining and outstanding submittals; .4 Request for information, Change Order, and Construction Change Directive status reports; .5 Tests and inspection reports; .6 Status report of nonconforming and rejected Work; .7 Daily logs; .8 Summary of all Multiple Prime Conh•actors' Applications for Payment; .9 Cumulative total of the Cost of the Work to date including the Constt•uction Manager's compensation and reimbursable expenses at the job site, if any; .10 Cash-flow and forecast reports; and .11 Any other items the Owner may require: § 3.3.20.2 In addition, for Projects constructed on the basis of the Cost of the Work, the Conshuction Manager shall include the following additional information in its progress reports: .1 Contractor's work force report; .2 Equipment utilization report; .3 Cost summary, comparing actual costs to updated cost estimates; and .4 Any other items as the Owner may require: § 3.3.21 Utilizing the documents provided by the Conhactor, the Conshuction Manager shall maintain at the site one copy of all Contracts, Drawings, Specifications, addenda, Change Orders and other Modifications, in good order and marked currently to record all changes and selections made dining conshuction, and in addition, approved Shop Drawings, Product Data, Samples and similar required submittals. The Construction Manager shall maintain records, in duplicate, of principal building layout lines, elevations of the bottom of footings, floor levels and key site elevations certified by a qualified surveyor or professional engineer. The Construction Manager shall make all such records available to the Architect and the Contractor, and upon completion of the Project, shall deliver them to the Owner. § 3.3.22 The Conshuction Manager shall arrange for the delivery, storage, protection and security of Owner- purchased materials, systems and equipment that are a part of the Project until such items are incorporated into the Work. § 3.3.23 With the Architect and the Owner's maintenance personnel, the Construction Manager shall observe the Conhactor's or Multiple Prime Conhactors' final testing and start-up of utilities, operational systems and equipment and observe arty commissioning as the Contract Documents may require. AIA Document C132T"^ - 2009 (formerly 8801 TMCMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 10 ~ This document was produced by AIA software at 09:04:19 on 02!01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (2034592357) § 3.3.24 When the Construction Manager considers each Contractor's Work or a designated portion thereof is substantially complete, the Construction Manager shall, jointly with the Conh•actor, prepare for the Architect a list of incomplete or unsatisfactory items and a schedule for their completion. The Conshuction Manager shall assist the Architect in conducting inspections to determine whether the Work or designated portion thereof is substantially complete. § 3.3,25 When the Work or designated portion thereof is substantially complete, the Conshuction Manager shall prepare, and the Construction Manager and Architect shall execute, a Certificate of Substantial Completion. The Construction Manager shall submit the executed Certificate to the Owner and Conhactor. The Construction Manager shall coordinate the correction and completion of the Work. Following issuance of a Certificate of Substantial Completion of the Work or a designated portion thereof, the Conshuction Manager shall evaluate the completion of the Work of the Conh•actor or Multiple Prime Conh•actors and make reconmiendations to the Architect when Woric is ready for final inspection. The Conshuction Manager shall assist the Architect in conducting final inspections. § 3.3,26 The Construction Manager shall forward to the Owner, with a copy to the Architect, the following information received fi•om the Contractor or Multiple Prime Contractors: (1) certificates of insurance received fi•om the Conhactor or Multiple Prime Contractors; (2) consent of sm•ety or sureties, if any, to reduction in or partial release of retainage or the malting of final payment; (3) affidavits, receipts, releases and waivers of liens or bonds indenmifying the Owner against liens; and (4) any other documentation required of the Conhactor under the Contract Documents, including warranties and sin>zlar submittals. § 3.3.27 The Conshuction Manager shall deliver all keys, manuals, record drawings and maintenance stocks to the Owner. The Conshuction Manager shall forward to the Architect a final Project Application for Payment and Project Certificate for Payment or final Application for Payment and final Certificate for Payment upon the Contractor's compliance with the requirements of the Contract Documents. § 3.3.28 Duties, responsibilities and limitations of authority of the Construction Manager as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Construction Manager, Architect, Contractor and Multiple Prime Contractors. Consent shall not be um-easonably withheld. § 3.3.29 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Conshuction Manager shall, without additional compensation, conduct a meeting with the Owner to review the facility operations and performance. ARTICLE 4 ADDITIONAL SERVICES § 4.1 Additional Services listed below are not included in Basic Services but may be required for the Project. The Conshuction Manager shall provide the listed Additional Services only if specifically designated in the table below as the Conshuction Manager's responsibility, and the Owner shall compensate the Construction Manager as provided in Section 11.2. (Designate the Additional Services the Construction Manager shall provide in the secoarrl colnrnt of the table beloly. br the third colcnur indicate rvlretlrer the service description is located in Section 4,2 or in an attached evTribit, If irr mr ~~:Iribit, identify the ea-bibit.) Services Responsibility (Construction Mmu~ger, 01t~ner or NotPr•ovided Location of Service Description (Section 4.2 belotit~ or in an exhibit attached to this docznnent and identified beloly 4.1.1 Measured drawin s Owner § 4.1.2 Architectural interior design (B252T"' 2007) Owner § 4.1.3 Tenant-related services Owner § 4.1.4 Commissioning (B211T"1-2007 Owner § 4.1.5 LEEDS' certification (B214T"'-2007) Owner § 4.1.6 Furniture, furnishings, and equipment design (B253"'•"'-2007 Owner Init. AIA Document C132TM - 2009 (formerly 8801 Tr"CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 11 not for resale. User Notes: This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (2034592357) § 4,2 Insert a description of each Additional Service designated in Section 4.1, if not further described in an exhibit attached to this document. None § 4,3 Additional Services may be provided after execution of this Agreement, without invalidating this Agreement. Except for services required due to the fault of the Construction Manager, any Additional Services provided in accordance with this Section 4.3 shall entitle the Construction Manager to compensation pursuant to Section 11.3. § 4.3.1 Upon recognizing the need to perform the following Additional Services, the Constuction Manager shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Construction Manager shall not proceed to provide the following services until the Construction Manager receives the Owner's written authorization: .1 Services necessitated by a change in the Initial Information, previous instructions or approvals given by the Owner, or a material change in the Project includnig, but not limited to, size, quality, complexity, the Owner's schedule or budget for Cost of the Work, or procurement or delivery method, or bid packages in addition to those listed in Section 1.1.6; ,2 Services necessitated by the enactment or revision of codes, laws or regulations or official interpretations after the date of this Agreement; .3 Preparation of documentation for alternate bid or proposal requests proposed by the Owner; .4 Preparation for, and attendance at, a public presentation, meeting or hearing; ,5 Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where the Constuction Manager is party thereto; .6 Providing consultation concerning replacement of Work resulting from fire or other cause during construction and furnishing services required in connection with the replacement of such Work; .7 Assistance to the Initial Decision Maker, if other than the Architect; or .8 Service as the Initial Decision Maker. § 4.3.2 To avoid delay in the Constuction Phase, the Conshuction Manager shall provide the following Additional Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If the Owner subsequently determines that all or parts of those services are not required, the Owner shall give prompt written notice to the Construction Manager, and the Owner shall have no further obligation to compensate the Constuction Manager for those services: .1 Services in evaluating an extensive number of Claims submitted by a Contractor or others in connection with the Work when the Architect is serving as the Initial Decision Maker. .2 To the extent the Construction Manager's Basic Services are affected, providing Construction Phase Services 60 days after (1) the date of Substantial Completion of the Work or (2) the anticipated date of Substantial Completion, identified in Initial lnformation, whichever is earlier. ,3 Services required in an emergency to coordinate the activities of a Contactor or Multiple Prime Contractors in the event of risk of personal injury or serious property damage, consistent with Section 3.3.13. § 4,3,3 If the services covered by this Agreement have not been completed within Seventeen (17) months of the date of this Agreement, tlu•ough no fault of the Constuction Manager, extension of the Constuction Manager's services beyond that time shall be compensated as Additional Services. ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including the Owner's program, other objectives, schedule, constraints and criteria, special equipment, systems, and site requirements. Within 15 days after receipt of a written request fi•om the Construction Manager, the Owner shall furnish the requested information as necessary and relevant for the Constuction Manager to evaluate, give notice of, or enforce any lien rights, if any. § 5.2 The Owner shall establish and periodically update the Owner's budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1, (2) the Owner's other costs, and (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Construction Manager and Architect. The Owner and the Architect, in consultation AIA Document C132T"' - 2009 (formerly B801 TM14CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 12 ~ This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (2034592357) with the Conshuction Manager, shall thereafter agree to a corresponding change in the budget for the Cost of the Work or in the Project's scope and quality. § 5.3 The Owner acknowledges that accelerated, phased or fast-hack scheduling provides a benefit, but also carries with it the risk of additional costs. If the Owner selects accelerated, phased or fast-track scheduling, the Owner agrees to include in the budget for the Project sufficient contingencies to cover such costs. § 5.4 The Owner shall retain an Architect to provide services, duties and responsibilities as described in AIA Document B132-2009, Standard Fot7n of Agreement Between Owner and Architect, Construction Manager as Adviser Edition. The Owner shall provide the Conshuction Manager a copy of the executed agreement between the Owner and Architect, and any further modifications to the agreement. § 5.5 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The Owner shall render decisions pertaining to documents the Construction Manager submits in a timely manner ni order to avoid unreasonable delay in the orderly and sequential progress of the Construction Manager's services. § 5.6 Unless provided by the Construction Manager, the Owner shall furnish surveys to describe plrysical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of sheets, alleys, pavements and adjoining property and shuctures; designated wetlands; adjacent drainage; rights-of--way, reshictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and ri•ees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 5.7 Unless provided by the Conshuction Manager, the Owner shall furnish services of geotechnical engineers, which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate reconunendations. § 5.8 The Owner shall coordinate the services of its own consultants with those services provided by the Conshuction Manager. Upon the Construction Manager's request, the Owner shall furnish copies of the scope of services in the conhacts between the Owner and the Owner's consultants. The Owner shall furnish the services of consultants other than those designated in this Agr•eenrent, or authorize the Construction Manager to furnish them as an Additional Service, when the Construction Manager requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants maintain professional liability insurance and other liability insurance as appropriate to the services provided. § 5.9 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 5.10 The Owner shall fut7iish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 5.11 The Owner shall provide prompt written notice to the Conshuction Manager and Architect if the Owner becomes aware of any fault or defect in Project, including errors, omissions or inconsistencies in the Architect's hlstt•uments of Service or any fault or defect in the Construction Manager's services. § 5.12 The Owner reserves the right to perform consh•uction and operations related to the Project with the Owner's owtr forces, and to award conhacts in connection with the Project which are not patt of the Construction Manager's responsibilities under this Agreement The Construction Manager shall notify the Owner if any such independent action will interfere with the Conshuction Manager's ability to perform the Construction Manager's responsibilities under this Agreement When performing construction or operations related to the Project, the Owner agrees to be subject to the same obligations and to have the same rights as the Conhactors. § 5,13 Except as otherwise provided in this Agreement, or when direct communications have been specially authorized, the Owner shall endeavor to coimnunicate with the Conh•actor and the Construction Manager's Init. AIA Document C132T'" - 2009 (formerly 8801 T~^CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 13 ~ This document was produced by AIA software at 09:04;19 on 02/01/2013 under Order No.1005957857_1 which expires on 0 1 /1 41201 4, and is not for resale. User Notes: (2034592357) consultants through the Construction Manager about matters arising out of or relating to the Contract Documents. The Owner shall promptly notify the Constuction Manager of any direct communications that may affect the Consriuction Manager's services. § 5.14 Before executing the Contact for Construction, the Owner shall coordinate the Construction Manager's duties and responsibilities set forth in the Contract for Construction with the Construction Manager's services set forth in this Agreement. The Owner shall provide the Constuction Manager a copy of the executed agreements between the Owner and Contractors, including the General Conditions of the Contacts for Construction. § 5.15 The Owner shall provide the Construction Manager access to the Project site prior to conunencement of the Work and shall obligate the Contactor to provide the Construction Manager access to the Work wherever it is in preparation or progress. ARTICLE 6 COST OF THE WORK § 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to constuct all elements of the Project designed or specified by the Architect and shall include the contactors' general conditions costs, overhead and profit. The Cost of the Work includes the compensation of the Constuction Manager and Consriuction Manager's Consultants during the Constuction Phase only, including compensafion for reimbursable expenses at the job site, if any. The Cost of the Work does not include the compensation of the Ar•clutect, the costs of the land, rights-of--way, financing, contingencies for changes in the Work or other costs that are the responsibility of the Owner. § 6.2 The Owner's budget for the Cost of the Work is provided in Initial Information, and maybe adjusted throughout the Project as required under Sections 5.2 and 6.4. Evaluations of the Owner's budget, preliminary estimates for the Cost of the Work and detailed estimates of the Cost of the Work prepared by the Construction Manager represent the Constuction Manager's judgment as a person or entity familiar with the constuction indushy It is recognized, however, that neither the Construction Manager nor the Owner has control over the cost of labor, materials or equipment, over Contactors' methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Constuction Manager cannot and does not warrant or represent that bids or negotiated prices will not vary fi•om the budget proposed, established or approved by the Owner, or from any cost estimate or evaluation prepared by the Constuction Manager. § 6.3 If the Architect is providing detailed cost estimating services as an Additional Service, and a discrepancy exists between the Construction Manager's cost estimates and the Architect's cost estimates, the Architect and the Constuction Manager shall work cooperatively to conform the cost estimates to one another. § 6.4 If, prior to the conclusion of the Design Development Phase, the Construction Manager's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work, the Consri•uction Manager, in consultation with the Architect, shall make appropriate recommendations to the Owner to adjust the Project's size, quality or budget, and the Owner shall cooperate with the Constuction Manager and Architect in making such adjushnents. § 6.5 If the estimate of the Cost of the Work at the conclusion of the Design Development Phase exceeds the Owner's budget for the Cost of the Work, the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; .2 in consultation with the Constuction Manager and Architect, revise the Project program, scope, or quality as required to reduce the Cost of the Work; or .3 implement any other mutually acceptable alteriative. ARTICLE 7 COPYRIGHTS AND LICENSES The Constuction Manager and the Constuction Manager's consultants, if any, shall not own or claim a copyright in the Instuments of Service. The Construction Manager, the Constuction Manager's consultants, if any, and the Owner warrant that in tansmitting Instuments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to tansmit such information for its use on the Project If the Owner and Constuction Manager intend to transmit Instuments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such ri•ansmissions. AIA Document C132TM - 2009 (formerly 8801 T'^CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. f 14 not for resale. User Notes: This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (2034592357) ARTICLE 8 CLAIMS AND DISPUTES § 8,1 General § 8.1.1 The Owner and Construction Manager shall connnence all claims and causes of action, whether in contract, tort, or otherwise, aganist the other arising out of or related to this Agreement in accordance with the requirements of the method of binding dispute resolution selected in this Agreement within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Conshuction Manager waive all claims and causes of action not commenced in accordance with this Section 8.1.1. § 8.1.2 To the extent damages are covered by property insurance, the Owner and Consh•uction Manager waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A232-2009, General Conditions of the Conh•act for Construction. The Owner or the Construction Manager, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. § 8.1.3 The Consh•uction Manager shall indemnify and hold the Owner and the Owner's officers and employees harmless fiom and against damages, losses and judgments arising fiom claims by third parties, including reasonable attorneys' fees and expenses recoverable under applicable law, but only to the extent they are caused by the negligent acts or onussions of the Conshuction Manager, its employees and its consultants ni the performance of professional services under this Agreement. The Consh•uction Manager's duty to indemnify the Owner under this provision shall be limited to the available proceeds of insurance coverage. § 8.1.4 The Consh•uction Manager and Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination of this Agreement, except as specifically provided in Section 9.7. § 8.2 Mediation § 8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out of the Consh•uction Manager's services, the Construction Manager may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 8.2,2 The Owner and Construction Manager shall endeavor to resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Indushy Mediation Procedures in effect on the date of the Agreement A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days fiom the date of filing, unless stayed for a longer period by agreement of the parties or court order. If au arbih•ation proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the arbihator(s) and agree upon a schedule for later proceedings. § 8.2.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in anycourt having jurisdiction thereof. § 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding dispute resolution shall be the following: (Check the appropriate box. If the Ottnter mrd Consh•crctiorr ~11m1ager do tot select n method of birtditlg dispute resolution beloll; or do trot srrbsegr~entlp agree in ~t~riti~lg to n binding dispute resolution ~trethod other titan litigation, the dispute 1~tn11 be resolved iit a cotn•t of cotrtpetettt jurisdiction.) [ ] Arbih•ation pursuant to Section 8.3 of this Agreement AIA Document C132T'^ - 2009 (formerly 8801 T^~CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 15 not for resale. User Notes: This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (2034592357) [ ] Litigation in a court of competent jurisdiction [X ] Other:(Specif~) § 8.3 Arbitration § 8.3.1 If the parties have selected arbihation as the method for binding dispute resolution in this Agreement any claim, dispute or other matter in question arising out of or related to this Agreement subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction I1ldushy Arbihation Rules in effect on the date of the Agreement. A demand for arbitration shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity adnunistering the arbitt•ation. § 8.3.1.1 A demand for arbihation shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the claim, dispute or other matter in question would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbih•ation by the person or entity admuiistering the arbih•ation shall constitute the institution of legal or equitable proceedings based on the claim, dispute or other matter in question. § 8.3.2 The foregoing agreement to arbihate and other agreements to arbitl•ate with an additional person or entity duly consented to by parties to this Agreement shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. § 8.3.3 The award rendered by the arbihator(s) shall be final, and judgment maybe entered upon it in accordance with applicable law in any court having jurisdiction thereof. § 8.3.4 Consolidation or Joinder § 8,3.4.1 Either party, at its sole discretion, may consolidate an arbih•ation conducted under this Agreement with any other arbitt'ation to which it is a party provided that (1) the arbitration agteement governing the other arbih•ation permits consolidation, (2) the arbih•ations to be consolidated substantially involve common questions of law or fact, and (3) the arbih•ations employ materially similar procedural rules and methods for selecting arbih•ator(s). § 8.3.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a conmion question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Cmisent to arbih•ation involving an additional person or entity shall not constitute consent to arbitration of any claun, dispute or other matter in question not described in the written consent. § 8,3.4.3 The Owner and Construction Manager grant to any person or entity made a party to an arbitration conducted under this Section 8.3, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner and Construction Manager under this Agreement. ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Construction Manager in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Construction Manager's option, cause for suspension of performance of services under this Agreement. If the Consh•uction Manager elects to suspend services, the Construction Manager shall give seven days' written notice to the Owner before suspending services, hi the event of a suspension of services, the Construction Manager shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Consh•uction Manager shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumpfion of the Consh•uction Manager's services. The Construction Manager's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.2 If the Owner suspends the Project, the Construction Manager shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Consh•uction Manager shall be compensated for AIA Document C132T'" - 2009 (formerly 6801 TMCMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 16 ~ This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (2034592357) expenses incurred in the interruption and resumption of the Construction Manager's services. The Construction Manager's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Construction Manager, the Conshuction Manager may terminate this Agreement by giving not less than seven days' written notice. § 9.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the parry initiating the termination. § 9.5 The Owner may ter-nlinate this Agreement upon not less than seven days' written notice to the Conshuction Manager for the Owner's convenience and without cause. § 9.6 In the event of termination not the fault of the Conshuction Manager, the Consh•uction Manager shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 9.7. § 9J Termination Expenses are in addition to compensation for the Construction Manager's services and include expenses directly athibutable to termination for which the Construction Manager is not otherwise compensated, plus an amount for the Construction Manager's anticipated profit on the value of the services not performed by the Construction Manager, as set forth below. § 9.7.1 Inr the event of ternnation for the Owner's convenience prior to commencement of construction, the Conshuction Manager shall be entitled to receive payment for services performed, costs incurred by reason of such termination and reasonable overhead and profit on Preconstruction services not completed durung the Preconstruction Phase. § 9.7.2 hl the event of termination for the Owner's convenience after commencement of construction, the Construction Manager shall be entitled to receive pa}nnent for services performed and costs incurred by reason of such termination, along with reasonable overhead and profit on services not completed during the Consh•uction Phase. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located, except that if the parties have selected arbih•ation as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 8.3. § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A232-2009, General Conditions of the Conriact for Consh•uction, except for purposes of this Agreement, the term "Work" shall include the work of all Contn•actors under the adminishation of the Constt-uction Manager. § 10.3 The Owner and Construction Manager, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement, Neither the Owner nor the Conshuction Manager shall assign this Agreement without the «nitten consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under tlvs Agreement. § 10.4 If the O~~mer requests the Construction Manager to execute certificates, the proposed language of such certificates shall be submitted to the Conshuction Manager for review at least 14 days prior to the requested dates of execution. If the Owner requests the Consh•uction Manager to execute consents reasonably required to facilitate assignment to a lender, the Consh•uction Manager shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Conshuction Manager for review at least 14 days prior to execution. The Consh•uction Manager shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of this Agreement. AIA Document C132T'" - 2009 (formerly B801 T"^CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 17 ~ This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (2034592357) § 10.5 Nothing contained in this Agreement shall create a conri•actual relationship ~>ith or a cause of action in favor of a third party against either the Owner or Consh•uction Manager. § 10.6 Unless otherwise required in this Agreement, the Consh•uction Manager shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. § 10.7 The Consh•uction Manager shall have the right to include photographic or artistic representations of the design of the Project among the Construction Manager's promotional and professional materials. The Consh•uction Manager shall be given reasonable access to the completed Project to make such representations. However, the Consh•uction Manager's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Construction Manager in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Construction Manager in the Owner's promotional materials for the Project. § 10.8 If the Construction Manager or Owner receives information specifically designated by the other party as "confidential" or "business proprietary," the receiving party shall keep such information shictly confidential and shall not disclose it to any other person except to (1) its employees, (2) those who need to know the content of such information irr order to perform services or construction solely and exclusively for the Project, or (3) its consultants and conh•actors whose contracts include sinular reshictions on the use of confidential information. ARTICLE 11 COMPENSATION § 11.1 For the Consh•uction Manager's Basic Services described under Article 3, the Owner shall compensate the Consh•uction Manager as follows: § 11.1.1 For Preconshuction Phase Services in Section 3.2: (blsert arrlocnrt of, or basis,for, compensation, irtcTtrdi/rg stipulated srmrs, nttdtiples oa• perce/rtages.) Sixty Four Thousand Four Hundred Seventy Five and No/100 Dollars ($64,475.00). Five monthly payments of Twelve Thousand Eight Hundred Ninety Five and No/100 Dollars ($12,895.00), starting February 2013. § 11.1.2 For Consh•uction Phase Services in Section 3.3: (bl~ser•t a/rtoanrt of, or basis for, conrpe/rsatiorl, i//cltrdirtg stipulated sums, multiples or perce/rtcrges.) One Hundred Sixty One Thousand Two Hundred Two and No/100 Dollars ($161,202.Ofl) billed in equal monthly payments throughout construction. § 11.2 For Additional Services designated in Section 4.1, the Owner shall compensate the Conshuction Manager as follows: (blsert amotmt of, or basis fo/; conrperlsation. If /recesscoy, list specific sern~ices to rhhicb pm•ticcrlar• ntetltods of contperasatio/r apply.) Cost of the work plus 8% § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.3, the Owner shall compensate the Construction Manager as follows: (hrsert amocmt of, or basis for, comperlsatiorr.) Cost of the work plus 8% § 11.4 Compensation for Additional Services of the Construction Manager's consultants when not included in Sections 11.2 or 11.3, shall be the amount invoiced to the Consriuction Manager plus six percent (6 %), or as otherwise stated below: N/A AIA Document C132T"' - 2009 (formerly B801 T~"CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 1$ not for resale. User Notes: This document was produced by AIA software at 09:04:19 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (2034592357) § 11.5 The hourly billing rates for services of the Construction Manager and the Construction Manager's consultants, if any, are set forth below. The rates shall be adjusted in accordance with the Conshuction Manager's and Conshuction Manager's consultants' normal review practices. (If applicable, attach mr exhibit of hocn•ly billing rotes or i~rsert them belo~t~.) Employee or Category Rate ($0.00) Clerical $35.00 Estimator $68.00 Superintendent` $1,900.00 Weekly Accounting $65,00 Project Manager $72.00 Construction Manager $98 *Does not include Superintendent's vehicle fuel. Employee or Category Rate ($0.00) § 11.6 Compensation for Reimbursable Expenses § 11.6.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Constuction Manager and the Construction Manager's consultants directly related to the Project and are estimated not to exceed $272,890.00 and are, as follows: .1 Transportation and authorized out-of--town travel and subsistence; .2 Long distance services, dedicated data and communication services, teleconferences, Project Web sites, and extanets; .3 Fees paid for securing approval of authorities having jurisdiction over the Project; .4 Printing, reproductions, plots, standard form documents; .5 Postage, handling and delivery; .6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner; .7 Professional photography, and presentation materials requested by the Owner; .8 Conshuction Manager's consultant's expense of professional liability insw•ance dedicated exclusively to this Project, or the expense of additional insurance coverage or limits if the Owner requests such insurance in excess of that normally carried by the Constuction Manager's consultants; .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; and .11 Other similar Project-related expenditures. § 11.6.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Constuction Manager and the Construction Manager's consultants plus zero percent (0 %) of the expenses incurred. § 11.7 Payments to the Construction Manager § 11.7.1 An initial payment of zero ($ 0) shall be made upon execution of this Agreement and is the minimwn payment under this Agreement. It shall be credited to the Owner's account in the final invoice. § 11.7.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Constuction Manager's invoice. Amounts unpaid sixty (60 )days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Construction Manager. (hrsert rate of nrorrtltly or amrual interest agreed erpora.) Zero percent 0 § 11.7.3 The Owner shall not withhold amounts fi•om the Construction Manager's compensation to impose a penalty or liquidated damages on the Constuction Manager, or to offset sums requested by or paid to Contractors for the cost of changes in the Work unless the Construction Manager agrees or has been found liable for the amounts in a binding dispute resolution proceeding. Init. AIA Document C132T~^ - 2009 (formerry B801 TMCMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 19 t This document was produced by AIA software at 13:54:21 on 02/01/2013 under Order No.1005957857_1 which expires on 01!14/2014, and is not for resale. User Notes: (1831945272) § 11.7.4 Records of Reimbursable Expenses, expenses pertaining to Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: § 12.1 Funding § 12.1.1 The Construction Manager shall be compensated for CM Services and reimbursables on aNot-To-Exceed basis as provided above for the Not-To-Exceed amount of $498,567.00. Compensation is scheduled to be paid fi•om two fiscal years, $64,479.00 in FY13 (10/1/12 - 9/30/13) and $434,088.00 in FY14 (10/1/13 - 9/30/14). Therefore continuation of the project beyond 9/30/13 and the current budget amount of $64,479.00 is subject to City Council approval of the FY14 budget. If the City Council fails to appropriate funds to continue payment beyond $64,479.00, City may tel7ninate this agreement and Construction Manager will relieve City of any further obligation. Conshuction Manager must NOT incur costs for any work that exceeds $64,479.00 prior to October 1, 2013. It is the Consh•uction Managers responsibility to adhere to the schedule and the amounts listed above. ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Construction Manager. § 13.2 This Agreement is comprised of the following documents listed below: .1 AIA Document C132T11-2009, Standard Form Agreement Between Owner and Construction Manager as Adviser .2 AIA Document E201TM-2007, Digital Data Protocol Exhibit, if completed, or the following: Not used .3 AIA Document E202T"'-2008, Building hiformation Modeling Protocol Exhibit, if completed, or the following: Not used .4 Other documents: (List other docanne~ats, if may, i~rcli'~rding addih'onal scopes of service forming part of the Agreement.) AIA 232 - 2009 General Conditions This Agreement is entered into as of the day and year first written above. ~~ ~~ ~~-- r - - - ~ - OWNER (Signature) ~ CONSTRUCTION MANAGER (Sig~lature) a` ~~ Doug Nichols, Vice President (Printed na~f~ gild title) (Pri~tted na»te and title) AIA Document C132T"~ - 2009 (formerly 8801 T"~CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. tf~i not for resale. User Notes: This document was produced by AIA software at 16:35:50 on 02/05/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (1164725605) 20 ,® ~, ~1,` T~ erreral ®niti®n ®f the ®rrtract f®r ®n~tructi®n, Construction Manager as Adviser Edition for the following PROJECT: (Name, nr/d location or address) Admilush•ation Building Wastewater Treatment Plant 3401 N. Ten Mile Rd. Meridian, ID 83642 THE CONSTRUCTION MANAGER: (Nance, legal staters mrd address) Beniton Construction P.O. Box 838 Meridian, ID 83680 THE OWNER: (Nmne, legal staters cord address) City of Meridian 33 E. Broadway Meridian, ID 83642 THE ARCHITECT: (Name, legal status and address) Johnson Architects 36 E. Pine Ave. Meridian, ID 83642 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 AIA 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 AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Documents A132T""-2009, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition; 6132T^'-2009, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition; and C132T"'-2009, Standard Form of Agreement Between Owner and Construction Manager as Adviser. AIA Document A232T"" - 2009 (formerly A201 Th'CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ARCHITECT AND CONSTRUCTION MANAGER 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY OTHER CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES AIA Document A232'M - 2009 (formerly A201 T'"CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 2 ~ This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) INDEX (Topics and numbers in bold are section headn1gs.) Acceptance of Nonconfornung Work 9.6.6, 9.9.3, 12.3 Acceptance of Work 9.6.6,9.8.2,9.9.3,9.10.1,9.10.3, 12.3 Access to Work 3.16, 6.2.1, 12.1 Accident Prevention 10 Acts and On>issions 3.2.1,3.2.2,3.3.2,3.12.8,3.18,8.3.1,9.5.1,10.1, 10.2.5, 13.4.2, 13.7 Addenda 1.1.1, 3.11, 4.2.14 Additional Costs, Claims for 3.2.4,3.7.4,3.7.5,6.1.1,7.3,9.10.3,9.10.4, 10.3, 10.4, 15.1.4 Additional Inspections and Testing 4.2.8, 12.2.1, 13.5 Additional Insured 11.1.4 Additional Time, Claims for 3.7.4,3.7.5,6.1.1,7.3,8.3, 10.3 Administration of the Contract 3.10, 4.2 Advertisement or Invitation to Bid 1.1.1 Aesthetic Effect 4.2.19 Allowances 3.8, 7.3.8 All-risk Insurance 11.3.1, 11.3.1.1 Applications for Payment 4.2.7, 4.2.15, 7.3.9, 9.2, 9.3, 9.4, 9.5.1, 9.7, 9.8.3, 9.10.1, 9.10.3, 9.10.5, 11.1.3, 14.2.4 Approvals 2.1.1, 2.2.2, 2.4, 3.1.4, 3.10.1, 3.10.2, 3.12.4 through 3.12.10, 3.13.2, 3.15.2, 4.2.9, 9.3.2, 13.4.2, 13.5 Arbitration 8.3.1,11.3.10,13.1,15.3.2,15.4 ARCHITECT 4 Architect, Certificates for Payment 9.4 Architect, Definition of 4.1.1 Architect, Extent of Authority 5.2,7.1.2,7.3.7,7.4,9.3.1,9.4,9.5,9.8.3,9.8.4, 9,10.1, 9.10.3, 12.1, 12.2.1, 13.5.1, 13.5.2, 15.1.3, 15.2.1 Architect, Limitations of Authority and Responsibility 2.1.1,3.12.8,4.2.1,4.2.2,4.2.8,4.2.13,5.2.1,9.6.4, 15.2 Architect's Additional Services and Expenses 2.4,11.3.1.1,12.2.1,12.2.4,13.5.2 Architect's Adminish~ation of the Conh•act 4.2, 9.4, 9.5, 15.2 Architect's Approvals 3.12.8 Architect's Authority to Reject Work 4.2.8, 12.1.2, 12.2.1 Architect's Copyright 1.5 Architect's Decisions 4.2.8,7.3.9,7.4,8.1.3,8.3.1,9.2,9.4,9.5,9.8.3, 9.9.2,13.5.2,14.2.2,14.2.4,15.2 Architect's Inspections 3,7.4, 4.2, 9.8.3, 9.9.2, 9.10.1, 13,5 Architect's Insh•uctions 3.2.4, 7.4, 9.4 Architect's Interpretations 4.2.8, 4.2.17, 4.2.18 Architect's On-Site Observations 4.2.2, 9.4, 9.5.1, 9.10.1, 12.1.1, 12.1.2, 13.5 Architect's Project Representative 4.2.16 Architect's Relationship with Contractor 1.1.2, 1.5, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3,5, 3.7.4, 3.9.2,3.9.3,3.10,3.11,3.12.8,3.16,3.18,4.2,5.2, 6.2.2, 8.2, 11.3.7, 12.1, 13.5 Architect's Relationship with Consh•uction Manager 1.1.2, 9.3 tlu•ough 9.10, 10.3, 13.5.1, 10.3, 11.3.7, 13.4.2, 13.5.4 Architect's Relationship with Subcontractors 1.1.2, 4.2.8, 5.3, 9.6.3, 9.6.4 Architect's Representations 9.4, 9.5, 9.10.1 Architect's Site Visits 4.2.2,9.4,9.5.1,9.8.3,9.9.2,9.10.1, 13.5 Asbestos 10.3.1 Attorneys' Fees 3.18.1, 9.10.2, 10.3.3 Award of Other Contracts 6.1.1, 6.1.2 Award of Subcontracts and Other Contracts for Portions of the Worlc 5.2 Basic Definitions 1.1 Bidding Requirements 1.1.1, 5.2.1, 11.4.1 Init. AIA Document A232?^" - 2009 (formerly A201 T'"CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 3 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) Binding Dispute Resolution 9.7,11.3.9,11.3.10,13.1,15.2.5,15.2.6.1,15.3.1, 15.3.2, 15.4.1 Boiler and Machinery Insurance 11.3.2 BONDS, INSURANCE AND 11 Bonds, Lien 7.3.7.4, 9.10.3 Bonds, Performance and Payment 7.3.7.4, 9.6.7, 9.10.3, 11.3.9, 11.4 Building Permit 2.2.2, 3.7.1 Capitalization 1.3 Certificate of Substantial Completion 9.8.3, 9.8.4, 9.8.5 Certificates for Payment 4.2.2,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7,9.10.1,9.10.3, 15.1.3 Certificates of Inspection, Testing or Approval 13.5.4 Certificates of Insurance 9.3.2, 9.10.2, 11.1.3 Change Orders 1.1.1, 2.4, 3.4.2, 3.7.4, 3.8.2, 3.11, 3.12.8, 4.2.12, 4.2.13,4.2.14,5.2.3,7.1.1,7.1.2,7.2,7.3.2,7.3.4, 7.3.6, 7.3.9, 7.3.10, 8.3.1, 9.3.1.1, 9.10.3, 10.3.2, 11.3.1.2, 11.3.4, 11.3.9, 12.1.2, 15.1.3 Cbauge Orders, Definition of 7.2 Changes 7.1 CHANGES IN THE WORK 2.2.1,3.4.2,3.11,3.12.8,4.2.13,4.2.14,7,8.3.1, 9.3.1.1 Claims, Definition of 15.1.1 CLAIMS AND DISPUTES 1.1.8,3.2.4,3.7.5,6.1.1,7.3.9,8.3.2,9.3.3,9.10.3, 9.10.4,10.3.3,15,15.4 Claims for Additional Cost 3.2.4, 3.7.5, 6.1.1, 7.3.9, 9.10.3, 9.10.4, 10.3.2, 10.4, 15.1.4 Claims for Additional Time 3.2.4, 3.7.5, 7, 8.3.2, 10.4, 15.1.5 Concealed or Unkno~~m Conditions, Claims for 3.7 Claims for Damages 3.2.4,3.18,6.1.1,6.2.5,8.3.2,9.3.3,9.5.1.2,9.10.2, 9.10.5,10.3.3,11.1.1,11.3.5,11.3.7,15.1.6 Cleaning Up 3.15, 6.3 Commencement of Statutory Lnnitation Period 13.7 Commencement of the Work, Definition of 8.1.2 Communications, Owner to Architect 2.2.6 Communications, Owner to Construction Manager 2.2.6 Communications, Owner to Contractor 2.2.6 Commmiications Facilitating Contract Adnunistration 3.9.1, 4.2.6 COMPLETION, PAYMENTS AND 9 Completion, Substantial 4.2.15, 8.1.1, 8.1.3, 8.2.3, 9.4.3.3, 9.5, 9.9.1, 9,10.3, 12.2.1, 12.2.2, 13.7 Concealed or Unlcuo~vn Conditions 3.7.4, 4.2.8, 8.3.1, 10.3 Conditions of the Conh•act 1.1.1 Consolidation or Joinder 15.4.4 CONSTRUCTION BY OWNER OR BY OTHER CONTRACTORS 1.1.4, 6 Consh•uction Change Directive, Definition of 7.3.1 Construction Change Directives 1.1.1,3.4.2,3.12.8,4.2.12,4.2.13,7.1.1,7.1.2,7.1.3, 7.3, 9.3.1.1 Conshuction Manager, Building Permits 2.2.2 Conshuction Manager, Communications through 4.2.6 Construction Manager, Construction Schedule 3.10.1, 3.10.3 CONSTRUCTION MANAGER 4 Consh•uction Manager, Definition of 4.1.2 Construction Manager, Documents and Samples at the Site 3.11 Construction Manager, Extent of Authority 3.12.7,3.12.8,4.1,3,4.2.1,4.2.4,4.2.5,4.2.9,7.1.2, 7.2, 7.3.1, 8.3, 9.3.1, 9.4.1, 9.4.2, 9.4.3, 9.8.2, 9.8.3, 9.8.4,9.9.1,12.1,12.2.1,14.2.2,14.2.4 Consh•uction Manager, Limitations of Authority and Responsibility 4.2.5, 4.2.8, 13.4.2 Construction Manager, Submittals 4.2.9 Conshuction Manager's Additional Services and Expenses 12.2.1 Conshuction Manager's Adn>inishation of the Contract 4.2, 9.4, 9.5 AIA Document A232T^" - 2009 (formerly A201 TMCMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects, All rights reserved. Init. 4 This document was produced by AIA software at 09:02:47 on 02/01!2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) Init. Construction Manager's Approval 2.4, 3.10.1, 3.10.2 Conshuction Manager's Authority to Reject Work 4.2.8, 12.2,1 Consh•uction Manager's Decisions 7.3.7, 7.3.9, 9.4.1, 9.5.1 Construction Manager's Inspections 4.2.8, 9.8.3, 9.9.2 Consh•uction Manager's On-Site Observations 9.5.1 Consh•uction Manager's Relationship with Architect 1.1.2, 4.2.1, 4.2.7, 4.2.8, 4.2.9, 4.2.13, 4.2.15, 4.2.16, 4.2.20, 9.2.1, 9.4.2, 9.5, 9.6.1, 9.6.3, 9.8.2, 9.8.3, 9.8.4, 9.9.1, 9.10.1, 9.10.2, 9.10.3, 11.13, 12.2.4, 13.5.1,13.5.2,13.5.4,14.2.2,14.2.4 Construction Manager's Relationship with Contractor 3.2.2,3.2.3,3.3.1,3.5,3.10.1,3.10.2,3.10.3,3.11, 3,12.5, 3.12.6, 3.12.7, 3.12.8, 3.12.9, 3.12.10, 3.13.2, 3.14.2,3.15.2,3.16,3.17,3.18.1,4.2.4,4.2.5,4.2.6, 4.2.9, 4.2.14, 4.2.17, 4.2.20, 5.2, 6.2.1, 6.2.2, 7.1.2, 7.2,7.3.5,7.3.7,7.3.10,8.3.1,9.2,9.3.1,9.4.1,9.4.2, 9.7,9.8.2,9.83,9.8.4,9.9.1,9.10.1,9.10.2,9.10.3, 10.1,10.3,11.3.7,12.1,13.5.1,13.5.2,13.5.3,13.5.4 Construction Manager's Relationship with Owner 2.2.2, 4.2.1, 10.3.2 Consh•uction Manager's Relationship with Other Conh•actors and Owner's Own Forces 4.2.4 Construction Manager's Relationship with Subcontractors 4.2.8, 5.3, 9.6.3, 9.6.4 Construction Manager's Site Visits 9.5.1 Conshuction Schedules, Contractor's 3.10,3.12.1,3.12.2,6.1.2, 15.1.5.2 Contingent Assignment of Subcontracts 5.4, 14.2.2.2 Continuing Contract Performance 15.1.3 Contract, Definition of 1.1.2 CONTRACT, TERMINATION OR SUSPENSION OF THE 5.4.1.1, 11.3.9, 14 Conh'act Adminish•afion 3.1.3, 4.2, 9.4, 9.5 Conh'act Award and Execution, Conditions Relating to 3.7.1, 3.10, 5.2, 6.1, 11.1.3, 11.3.6, 11.4.1 Conh•act Documents, Copies Furnished and Use of 1.5.2, 2.2.5, 53 Contract Documents, Definition of 1.1.1 Contract Performance During Arbitration 15.1.3 Contract Sum 3.7.4,3.7.5,3.8,3.10.2,5.2.3,7.2,7.3,7.4,9.1,9.2, 9.5.1,4, 9.6.7, 9.7, 10.3.2, 11.3.1.1, 12.3, 14.2.4, 14.3.2, 15.1.4, 15.2.5 Contract Time 3.7.4, 3.7.5, 4, 3.10.2, 5.2.3, 7.2.3, 7.3.1, 7.3.5, 7.3.10,7.4,8.1.1,8.2.1,8.2.3,8.3.1,9.5.1,9.7, 10.3.2,12.1.1,14.3.2,15.1.5.1,15.2.5 Contract Time, Definition of 8,1.1 CONTRACTOR 3 Contractor, Definition of 3.1.1 Contractor's Construction Schedules 3.10,3.12.1,3.12.2,6.1.3,15.1.5.2 Contractor's Employees 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.1.1,11.3.7,14.1,14.2.1.1 Contractor's Liability Insurance 11.1 Contractor's Relationship with Other Conh•actors and Owner's Own Forces 3.12.5, 3.14.2, 4.2.6, 6, 11.3, 12.1.2, 12.2.4 Contractor's Relationship with Subcontractors 1.2.2, 3.3.2, 3.18, 5, 9.6.2, 9.6,7, 9.10.2, 11.3.1.2, 11.3.7, 11.3.8, 14.2.1.2 Contractor's Relationship with the Architect 1.1.2, 1.5, 3.2.2, 3.2,3, 3.2.4, 3.4.2, 3.5, 3.7.4, 3.10.1, 3.11,3.12,3.16,3.18,5.2,6.2.2,7,8.3.1,9.2,9.3,. 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3.7, 12, 13.5, 15.1.2, 15.2.1 Conh'actor's Relationship with the Construction Manager 1.1.2,3.2.2,3.2.3,3.3.1,3.5,3.10.1,3.10.2,3.10.3, 3.11, 3.12.5, 3.12.7, 3.12.9, 3.12.10, 3.13 , 2, 3.14.2, 3.15.1,3.16,3.17,3.18.1,4.2.4,4.2.5,5.2,6.2.1, 6.2.2,7.1.2,7.3.5,7.3.7,7.3.10,8.3.1,9.2,9.3.1, 9.4.1,9.4.2,9.8,2,9.9.1,9.10.1,9.10.2,9.10.3, 10.1, 10.2.6, 10.3, 11.3.7, 12.1, 13.5.1, 13.5.2, 13.5.3, 13.5.4 Conh'actor's Representations 3.2.1,3.2.2,3.5,3.12.6,6.2.2,8.2.1,9.3.3,9,8.2 Conh'actor's Responsibility for Those Performing the Work 3.3.2,3.18,5.3,6.1.3,6.2,9.5.1,10.2.8 Contractor's Review of Conh•act Documents 3.2 Conh'actor's Right to Stop the Work 9.7 Conh'actor's Right to Tertninate the Conhact 14.1 Contractor's Submittals 3,10.2,3.11,3.12,4.2.9,9.2,9.3,9.8.2,9.9.1,9.10.2, 9.10.3, 11.1.3, 11.4.2 Contractor's Superintendent 3.9, 10.2.6 AIA Document A232"' - 2009 (formerly A201 T/''CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 5 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) Init. Contractor's Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 4.2.5, 4.2.7, 6.1, 6.2.4, 7.1,3, 7.3.5, 7.3.7,8.2,10,12,14,15.1.3 Contractual Liability Insurance 11.1.1.8, 11.2, 11.3.1.5 Coordination and Correlation 1.2,3.2,3.3.1,3.10,3.12.6,6.1.2,6.2.1 Copies Furbished of Drawings and Specifications 1.5, 2.2.5, 3.11 Copyrights 1.5, 3.17 Correction of ~Vorlc 2.3, 2.4, 9.4.1, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2 Correlation and Intent of the Contract Documents 1.2 Costs 2.4, 3.2.4, 3.7.3, 3.8.2, 3.15.2, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.6, 7.3.7, 7.3.8, 7.3.9, 11.3.1.2, 11.3.1.3, 11.3.4,11.3.9,12.1,12.2.1,13.5,14 Cutting and Patching 3.14, 6.2.5 Damage to Construction of Owner or Other Contractors 3.14.2, 6.2.4, 9.5.1.5, 10.2.1.2, 10.2.5, 10.4, 11.1.1, 11.3, 12.2.4 Damage to the Work 3.14.2,9.9.1,10.2.1.2,10.2.5,10.4,11.3.1,12.2.4 Damages, Claims for 3.2.4, 3.18, 6.1.1, 8.3.2, 10.3.3, 11.1.1, 11.3.5, 11.3.7, 14.2.4, 15.1.6 Damages for Delay 6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2, 15.1.5 Date of Cormnencetnent of the Work, Definition of 8.1.2 Date of Substantial Completion, Definition of 8.1.3 Day, Definition of 8.1.4 Decisions of the At•chitect 3.7.4, 4.2.7, 4.2.8, 4.2.10, 4.2.11, 4.2.13, 4,2.15, 4.2.16, 4.2.17, 4.2.18, 4.2.19, 4.2.20, 7.3.9, 8.1.3, 8.3.1, 9.2, 9,4, 9.5, 9.8.3, 9.8.4, 9.9.1, 10.1.2, 13.5.2, 14.2.2, 14.2.4, 15.1, 15.2 Decisions of the Construction Manager 7.3.7, 7.3.8, 7.3.9, 15.1, 15.2 Decisions to Withhold Certification 9.4.1,9.5,9.7, 14.1.1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 2.3, 2.4, 3.5, 4.2.8, 6.2.5, 9.5.1, 9.6.6, 9.8.2, 9.9.3, 9.10.4, 12.2.1, 12.2.2 Definitions 1.1,2.1.1,3,1.1,3.12.1,3.12.2,3.12.3,4.1.1,4.1.2, 7.2, 7.3.1, 8.1, 9.1, 9.8.1, 15.1.1 Delays and Extensions of Time 3.2,3.7.4,5.2.3,7.2,7.3.1,7.4,8.3,9.5,1,9.7,10.3.2, 10.4,14.3.2,15.1.5,15.2.5 Disputes 7.3.8, 7.3.9, 9.3, 15.1, 15.2 DISPUTES, CLAIMS AND 3.2.4,6.1.1,6.3,7.3.9,9.3.3,15,15.4 Docwnents and Samples at the Site 3.11 Drawings, Definition of 1.1.5 Drawings and Specifications, Ownership and Use 1.1.1, 1.5, 2.2,5, 3.11, 5.3 Duty to Review Contract Documents and Field Conditions 3.2 Effective Date of Insm•ance 8.2.2, 11.1.2 Emergencies 10.4, 14.1.1.2, 15.1.4 Employees, Contractor's 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.1, 3.18.2, 4.2.3, 4.2.6, 10.2,10.3.3,11.1.1,11.3.7,14.1,14.2.1.1 Equipment, Labor, Materials and or 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12.2, 3.12.3, 3.13.1,3.15.1,4.2.8,4.2.7,5.2.1,6.2.1,7.3.7,9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.2 Execution and Progress of the Work 1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3.1, 3.4.1, 3.5, 3.7.1, 3.10.1, 3.12, 3.14, 4.2, 6.2.2, 7.1.3, 7.3.5, 8.2, 9.5.1,9.9.1,10.2,10.3,12.2,14.2,14.3.1,15.1.3 Extensions of Time 3.2.4, 3.7.4, 5.2.3, 7.2.3, 7.4, 8.3, 9,5.1, 9.7, 10.3.2, 10.4,14.3,15.1.5,15.2.5 Failure of Payment 9.5.1.3,9.7,13.6,14.1.1.3,14.1.3,14.2.1.2,15.1.4 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment 4.2.1, 4.2.15, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.3.1, 11.3.5, 12.3, 15.2,1 Financial Arrangements, Owner's 2.2.1 GENERAL PROVISIONS 1 Governing Law 13.1 Guarantees (See Warranty and Warranties) Hazardous Materials 10.2.4, 10.3 Identification of Contract Documents 1.2.1 Identification of Subcontractors and Suppliers 5.2.1 Indenutification 3.18, 9.10.2, 10.3,3, 10.3.5, 10.3.6, 11.3.1.2, 11.3.7 AIA Document A232TM - 2009 (formerly A201 T~^CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 6 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) Information and Ser~~ices Regtired of the Owner 2.1.2, 2.2, 4.2.6, 6.1.2, 6.2.5, 9.6.1, 9.6.4, 9.8, 9.9.1, 9.10.3,10.3.2,10.3.3,11.2,11.3.4,13.5.1,13.5.2, 14.1.1.4, 14.1.3, 15.1.2 Initial Decision 15.2 Initial Decision Maker, Definition of 1.1.8 Initial Decision Malcer, Extent of Authority 14.2.2, 14.2.4, 15.1.3, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Injury or Damage to Person or Property 3.18.1,10.2.1,10.2.2,10.2.8,10.3,10.3.3,10.4, 11.1.1 Inspections 3.1.3,3.7.1,4.2.2,9.8.2,9.9.2, 9.10.1, 13.5 Inst•uctions to Bidders 1.1.1 vrsh-uc$ons to the Contractor 3.1.4, 3.3.3, 3.7.1, 4.2.4, 5.2.1, 7, 8.2.2, 12.1, 13.5.2 Instruments of Ser~~ice, Definition of 1.1.7, 1.5, 1.6 Insurance 6.1.1, 7.3.7, 8.2.2, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 10.2.5, 11 Insurance, Boiler and Machinery 11.3.2 Insurance, Contractor's Liability 11.1 Insurance, Effective Date of 8.2.2, 11.1.2 Insm•ance, Loss of Use 11.3.3 Insurance, Owner's Liability 11.2 Insm•ance, Property 10.2.5, 11.3 Insurance, Stored Materials 9.3.2, 11.3.1 INSURANCE AND BONDS 11 Insurance Companies, Consent to Partial Occupancy 9.9.1, 11.3.1.5 Insurance Companies, Settlement with 11.3.10 Intent of the Conhact Documents 1.2,4.2.18,4.2.19,7.4 Interest 9.7, 13.6 Interpretation 1.4, 4.2.8, 4.2.17, 4.2.18 Interpretations, Written 4.2.17, 4.2.18, 4.2.20 Joinder and Consolidation of Claims Required 15.4.4 Judgment on Final Award 15.4.2 Labor and Materials, Equipment 1.1.3, 1.1.6, 3.4, 3.8.2, 3.8.3, 3.12.2, 3.12.3, 3.12.6, 3.12.10,3.13.1,3.15.1,5.2.1,6.2.1,7.3.7,9.3.2, 9.3.3, 9.5.1.3, 9.6, 9.10.2, 10.2.1.2, 11.3.1, 14.2.1, 14.2.2 Labor Disputes 8.3.1 Laws and Regulations 3.2.3,3.2.4,3.7,3.13.1,10.2.2,10.2.3,13.5.1,14.2.1 Liens 2.1.2, 9.3.3, 9.10.2, 9.10.4, 15.2.8 Limitation on Consolidation or Joinder 15.4.4 Limitations, Statutes of 15.4.1 Limitations of Authority 3.12.4, 4.1.3, 4.2.16 Limitations of Liability 9.6.7, 11.1.1, 12.2 Limitations of Time 3.10.1, 4.2.17, 4.2.20, 8.2.1, 9.3.3, 9.6.1, 9.8.4, 9.10.2, 10.2, 11.1.3, 12.1.1, 12.2.2.2, 12.2.5, 13.7, 14.1.1, 15.2.6.1 Loss of Use Insurance 11.3.3 Material Suppliers 1.5.1, 1.5.2, 3.12, 4.2.6, 4.2.8, 9.3.1, 9.3.1.2, 9.3.3, 9.5.3,9.6.4,9.6.5,9.6.7,9.10.5, 11.3.1 Materials, Hazardous 10.2.4, 10.3 Materials, Labor, Equipment and 1.1.3, 1.1.6, 1.5.1, 1.5.2, 3.4, 3.5, 3.8.2, 3.8.3, 3.12.2, 3.12.3, 3.12.6, 3.12.10, 3.13.1, 5.2.1, 6.2.1, 9.3.1, 9.3.2, 9.3.3, 9.5.1, 9.5.3, 9.6.4, 9.6.5, 9.6.7, 9.10.2, 9.10.5,10.2.1,10.2.4,10.3 Means, Methods, Techniques, Sequences and Procedures of Construction 3.3.1,3.12.10,4.2.5,4.2.11 Mechanic's Lien 2.1.2, 15.2.8 Mediatimi 8.3.1,10.3.5,15.2.1,15.2.5,15.2.6,15.3,15.4.1 Minor Changes in the Worlc 1.1.1,3.12.8,4.2.13,7.1,7.4 MISCELLANEOUS PROVISIONS 13 Modifications, Definition of 1.1.1 Modifications to the Conh•act 1.1.1, 1.1.2, 3.11, 4.1.3, 4.2.14, 5.2.3, 7, 11.3.1 Mutual Responsibility 6.2 Nonconforming Work, Acceptance of 9.4.3, 9.8.3, 12.3 Nonconforming Work, Rejection and Correction of 2.3, 2.4, 3.2.3, 3.7.3, 9.4.3.3, 9.8.2, 9.8.3, 9.9.1, 11.1.1,12.2.2.1,12.2.3,12.2.4,12.2.5 AIA Document A232T^' - 2009 (formerly A201 Th~CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 7 This document was produced by AIA software at 09:02;47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) Init. Notice 1.5, 2.1.2, 2.2.1, 2.4, 3.2.4, 3.3.1, 3.7.1, 3.7.2, 3.7.5, 3.9.2,3.12.9,5.2.1,6.3,9.4.1,9.7,9.10.1,9.10.2, 10.2.2,10.2.6,10.2.8,10.3.2,11,3.6,12.2.2.1,13.3, 13.5.1,13.5.2,14.1.2,14.2.2,14.4.2,15.1.2,15.1.4, 15.1.5.1, 15.2, 15.4.1 Notice of Claims 3.7.2, 10.2.8, 15.1.2, 15.4.1 Notice of Testing and Inspections 13.5.1, 13.5.2 Notices, Permits, Fees and 3.7, 7.3.7, 10.2.2 Observations, On-Site 3.2.1, 9.5.1, 12.1.1 Occupancy 2.2.2, 9.6.6, 9.9, 11.3.1.5 On-Site Inspections 4.2.2,9.10.1,9.4.4,9.5.1 Orders, Written 4.2.7, 4.2.18, 4.2.20 Other Contracts and Contractors 1.1.4, 3.14.2, 4.2.9, 6, 11.3.7, 12.1.2 OWNER 2 Owner, Definition of 2.1.1 Owner, Information and Services Required of the 2.1.2, 2.2, 4.2, 6.1.2, 6.1.3, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.2, 10.3.3, 11.2, 11.3, 13.5.1, 13.5.2, 14.1.1, 14.1.3, 15.1.3 Owner's Authority 1.5, 2.1.1, 2.3, 2.4, 3.4.2, 3.12.10, 3.14.2, 4.1.2, 4.1.3, 4.2.8, 4.2.9, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3, 7.2, 7.3.1, 8.2.2, 9.3.1, 9.3.2, 9,5.1, 9.6.4, 9.9.1, 9.10.2, 10.3.2, 11.3.3,11.3.10,12.2.2.1,12.3,13.5.2,14.2,14.3.1, 14.4, 15.2.7 Owner's Financial Capability 2.2.1, 13.2.2, 14.1.1 Owner's Liability Insurance 11.2 Owner's Relationship ~~ith Subconh•actors 1.1.2,5.2.1,5.3,5.4.1,9.6.4,9.10.2, 14.2.2 Owner's Right to Carry Out the Work 2.4, 12.2.4, 14.2.2 Owner's Right to Clean Up 6.3 Owner's Right to Perform Construction with Own Forces and to Award Other Contracts G.1 Owner's Right to Stop the Worlc 2.3 Owner's Right to Suspend the Work 14.3 Owner's Right to Terminate the Contract 14.2 Ownership and Use of Drawings, Specificatimts and Other Iush•uments of Ser~~ice 1.1.1, 1.1.5, 1.5, 1.6, 3.11, 3.12.10, 3.17, 4.2.14, 4.2.18, 4.2.20 Partial Occupancy or Use 9.9, 11.3.1.5 Patching, Cuttuig and 3.14, 6.2.5 Patents and Cop}n-ights, Royalties 3.17 Payment, Applications for 4.2.1, 4.2.7, 4.2.15, 7.3.9, 9.2, 9.3, 9.4, 9.5, 9.7, 9.10.1, 9.10.3, 9.10.5, 11.1.3 Payment, Certificates for 4.2.15,7.3.9,9.3,9.4,9.5,9.6.1,9.6.6,9.7,9.10.1, 9.10.3, 14.1.1.3, 15.1.3 Payment, Failure of 9.4.1,9.5,9.7, 14.1.1.3 Payment, Final 4.2.1, 9.8.2, 9.10, 11.1.2, 11.3.1, 11,3.5, 12.3, 15.2.1 Payment Bond, Performance Bond and 5.4.1, 7.3.7, 9.6.7, 9.10.2, 9.10.3, 11, 11.4 Payments, Progress 9.3.1, 9.4.2, 9.6 PAYMENTS AND COMPLETION 9, 14 Payments to Subcontractors 5.4.2, 9.3, 9.5.1.3, 9.5.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 9.10.5, 14.2.1.2 PCB 10.3.1 Performance Bond and Payment Bond 5.4.1, 7.3.7, 9.6.7, 9.10.2, 9.10.3, 11, 11.4 Permits, Fees, Notices and Compliance with Laws 2.2.2, 3.7, 7.3.7.4, 10.2.2 PERSONS AND PROPERTI', PROTECTION OF 10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of 3,12.2 Product Data and Samples, Shop Drawings 3.11,3.12,4.2.9,4.2.10,4.2.14 Progress and Completion 5.2, 9.3.1, 9.4.2, 9.6, 9.8, 9.10, 14.2.4, 15.1.6 Progress Payments 9.3.1, 9.4.2, 9.6 Project, Definition of 1.1.4 Project Representatives 4.2.16 Property Insurance 10.2.5, 11.3 Project Schedule 3.10.1, 3,10.3, 3.10.4, 4.2.2, 4.2.3, 4.2.4 AIA Document A232T~^ - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 8 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) PROTECTION OF PERSONS AND PROPERTI' 10 Regulations and La~~~s 1.5,3.2.3,3.6,3.7,3.12.10,3.13,4.1.1,9.6.4,9.9.1, 10.2.2,11.1,11.4,13.1,13.4,13.5.1,13.5.2,13.6, 14.1.1,14.2.1,15.2.8,15.4 Rejection of Work 3.5, 4.2.8, 12.2.1 Releases of and Waivers and of Liens 9.10.2 Representations 1.3, 2.2.1, 3.5, 3.12, 6.2.2, 8.2.1, 9.3.3, 9.4,3, 9.5.1, 9.8.2, 9.10.1 Representatives 2.1.1,3.1.1,3.9,4.1.1,4.2.1,4.2.2,4.2.10,5.1.1, 5,1.2, 13.2.1 Requests for Information 4.2.20 Resolution of Clanns and Disputes 15 Responsibility for Those Performing the Work 3.3.2, 3.7.3, 3.12.8, 3.18, 4.2.2, 4.2.5, 4.2.8, 5.3, 6.1.2, 6.2, 6.3, 9.5.1, 9.8.2, 10 Retainage 9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3 Review of Contract Documents and Field Conditions by Contractor 1.2.2,3.2,3.7.3,3.12.7 Review of Contractor's Submittals by Owner, Consh•uction Manager and Architect 3.10.1,3.10.2,3.11,3.12,4.2,5.2,5.2,9.2,9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3.12.5 Rights and Remedies 1.1.2,2.3,2.4,3.7.4,3.15.2,4.2.8,5.3,5.4,6.1,6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.2, 12.2.4, 13.4, 14, 15.4 Royalties, Patents and Copyrights 3.17 Rules and Notices for Arbitration 15.4 Safety of Persons and Property 10.2, 10.3, 10.4 Safety Precautions and Programs 3.3.1, 3.12, 4.2.5, 5.3, 10.1, 10.2, 10.3, 10.4 Samples, Definition of 3.12.3 Samples, Shop Drawings, Product Data and 3.11, 3.12,4.2.9,4.2.10 Samples at the Site, Documents and 3.11 Schedtde of Values 9.2, 9.3.1 Schedules, Consh•uction 3.10, 3.12.1, 3.12.2, 6.1.2, 15.1.5.2 Separate Conh•acts and Contractors 1.1.4,3,12.5,3.14.2,4.2.6,4.2.11,6,8.3.1,12.1.2 Shop Dra«~ings, Definition of 3.12.1 Shop Drawings, Product Data and Samples 3.11, 3.12, 4.2.9, 4.2.10, 4.2.14 Site, Use of 3.13, 6.1.1, 6.2.1 Site Inspections 3.2.2, 3.3.3, 3.7.1, 3.7.4, 4.2.2, 4.2.3, 4.2,15, 9.4.3.3, 9.8.3, 9.9.2, 9.10.1, 13.5 Site Visits, Architect's 3.7.4, 4,2.2, 4.2.15, 9.8.3, 9.9.2, 9.10.1, 13.5 Special Inspections and Testing 4.2.8, 12.2.1, 13.5 Specifications, Definition of 1.1.6 Specifications 1.1.1, 1.1.6, 1.2.2, 1.5, 3.11, 3.12.10, 3.17, 4.2.14 Staffing Plan 4.2.3 Statute of Limitations 12.2.5, 13.7, 15.4.1.1 Stopping the Work 2.3,9.7,10.3,14.1 Stored Materials 6.2.1,9.3.2,10.2.1.2,10.2.4 Subcontl•actor, Definition of 5.1.1 SUBCONTRACTORS 5 Subconh•actors, Worlc by 1.2.2, 3.3.2, 3.12.1, 4,2.5, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7 Subcontractual Relations 5.3,5.4,9.3.1.2,9.6.2,9.6.3,9.10,10.2.1,14.1,14.2 Submittals 3.2.3,3.10,3.11,3.12,4.2.9,4.2.10,4.2.11,5.2.1, 5.2.3,7.3.7,9.2,9.3,9.8,9.9.1,9.10.2,9.10.3,11.1.3 Submittal Schedule 3.10.2, 3.12.5, 4.2.9, 4.2.10 Subrogation, Waivers of 6.1.1,11.3.7 Substantial Completion 8.1.1, 8.1.3, 8.2.3, 9.4.3.3, 9.8, 9.9.1, 9.10.3, 12.2.1, 12.2.2, 13.7 Substantial Completion, Definition of 9.8.1 Substitution of Subcontractors 5.2.3, 5.2.4 Substitution of .Architect 4.1.4 Substitution of Consh•uction Manager 4.1.4 Substitutions of Materials 3.4.2, 3.5, 7.3.8 Init. AIA Document A232T1" - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) Init. Sub-subcontractor, Definition of 5.1.2 Subsurface Conditions 3.7.4 .Successors and Assigns 13.2 Superintendent 3.9, 10.2.6 Super«sion and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.3, 4.2.5, 4.2.8, 4.2.9,4.2.10,4.2.11,6.1.3,6.2.4,7.1.3,7.3.7,8.2, 8.3.1,9.4.3.3,10,12,14,15.1.3 Surety 5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2, 15.2.7 Surety, Consent of 9.10.2, 9.10.3 Surveys 1.1.7, 2.2.3 Suspension by the Owner for Cmtvenience 14.3 Suspension of the Work 5.4.2, 14.3 Suspension or Termination of the Conri•act 5.4.1.1, 14 Taxes 3.6, 3.8.2.1, 7.3.7.4 Ternnation by the Contractor 14.1, 15.1.6 Ternrination by the Owner for Cause 5.4.1.1, 14.2, 15.1.6 Termination by the Owner for Convenience 14.4 Termination of the Contractor 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.4, 3.3.3, 4.2.2, 4.2.6, 4.2.8, 9.4.3.3, 9.8.3, 9.9.2, 9.10.1,10.3.2,12.2.1,13.5 TIME 8 Time, Delays and Extensions of 3.2.4,3.7.4,5.2.3,7.2,7.3.1,7.4,8.3,9.5.1,10.3.2, 14.3.2, 15.1.5, 15.2.5 Time Limits 2.1.2,2.2,2.4,3.2.2,3.10,3.11,3.12.5,3.15.1,4.2.1, 5.2,5.3,5.4,6.2.4,7.3,7.4,8.2,9.2,9.3,1,9.3.3, 9.4,1, 9.4.2, 9.5, 9.6, 9.7, 9.8, 9,9, 9.10, 11.1.3, 11.4, 12.2, 13.5, 13.7, 14, 15 Time Linuts on Claims 3.7.4, 10.2.8, 13.7, 15.1.2 Title to Work 9.3.2, 9.3.3 Transnrission of Data in Digital Form L6 UNCOVERING AND CORRECTION OF FORK 12 Uncovering of «'orlc 12.1 Unforeseen Conditions, Concealed or Unknown 3.7.4, 8.3.1, 10.3 Unit Prices 7.3,3.2, 7.3.4 Use of Documents 1.1.1, 1.5, 2.2.5, 3.12.6, 5.3 Use of Site 3.13, 6.1.1, 6.2.1 Values, Schedule of 9.2, 9.3.1 Waiver of Claims by the Architect 13.4.2 Waiver of Claims by the Construction Manager 13.4.2 Waiver of Claims by the Conh•actor 9.10.5, 13.4.2, 15.1.6 Waiver of Claims by the Owner 9.9.3, 9.10.3, 9.10.4, 12.2.2.1, 13.4.2, 14.2.4, 15.1.6 Waiver of Consequential Damages 14.2.4, 15.1.6 Waiver of Liens 9.10.2, 9.10.4 Waivers of Subrogation 6.1.1, 11.3.7 WarrantS~ 3.5,4.2.15, 9.3.3,9.8.4,9.9.1,9.10.4, 12.2.2 Weather Delays 15.1.5.2 Work, Definition of 1.1.3 Written Consent 1.5.2,3.4.2,3.7.4,3.12.8,3.14.2,4.1.3,9.3.2,9.8.5, 9.9.1, 9.10.2, 9.10.3, 10.3.2, 11.4.1, 13.2, 13.4.2, 15.4.4.2 Written hiterpretations 4,2.17, 4.2.18 Written Notice 2.3,2.4,3.3.1;3.9,3.12.9,3.12.10,5.2.1,5.3,5.4.1.1, 8.2.2, 9.4, 9.5.1, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 12.2.2, 12.2.4, 13:3, 13.5.2, 14, 15.4.1 Wt•itten Orders 1.1.1, 2.3, 3.9, 7, 8.2.2, 12.1, 12.2, 13.5.2, 14.3.1, 15.1.2 AIA Document A232T~~ - 2009 (formerly A201 T"~CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 10 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) ARTICLE 1 GENERAL PROVISI®NS § 1.1 basic Definitions § 1.1.1 The Contract Documents. The Conh•act Documents are enwnerated in the Agreement between the Owner and Conri•actor (hereinafter the Agreement), and consist of the Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Conh•act, other documents listed in the Agreement and Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Conshuction Change Directive or (4) a written order for a minor change iii the Work issued by the Architect. Unless specifically enumerated iii the Agreement, the Conh•act Documents do not include the advertisement or invitation to bid, Instt•ucdons to Bidders, sample follns, other information furnished by the Owner in anticipation of receiving bids or proposals, the Contractor's bid or proposal, or portions of addenda relating to bidding requirements). § 1,1.2 The Contract. The Cont1act Documents form the Contract for Conshuction. The Contracriepresents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract maybe amended m• modified only by a Modification. The Conh•act Documents shall not be construed to create a conh•actual relationship of any kind (1) between the Contractor and the Architect or the Architect's consultants, (2) between the Owner and the Construction Manager or the Construction Manager's consultants, (3) betveen the Owner and the Architect or the Architect's consultants, (4) between the Contractor and the Consh•uction Manager or the Consh•uction Manager's consultants, (5) between the Owner and a Subcontractor or Sub-subconh•actor (6) between the Consh•uction Manager and the Architect, or (7) between any persons or entities other than the Owner and Contractor. The Construction Manager and Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of their duties. § 1.1.3 The Work. The term "Work" means the conshuction and services required by the Conh•act Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Conhactor's obligations. The Work may constitute the whole or a part of the Project. § 1.1.4 The Project. The Project is the total. construction of which the Work performed under the Contract Documents maybe the whole or a part and which may include conshuction by other Multiple Prime Conhactors and by the Owner's own forces, including persons or entities under separate conhacts not administered by the Construction Manager. § 1.1.5 The Drawings. The Drawings are the graphic and pictorial portions of the Conh•act Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. § 1.1.6 The Specifications. The Specifications are that portion of the Conhact Documents consisting of the written requn•ements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. § 1.1.7 Instruments of Service. Instruments of Service are representations, in any medium of expression. now kno~~m or later developed, of the tangible and intangible creative work performed by the Architect and the Architect's consultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials. § 1.1.8 Initial Decision Maker. The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2 and certify termination of the Agreement under Section 14.2.2. § 1.2 Correlation and Intent of the Contract Documents § 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Conh•actor. The Conh•act Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Conh•actor shall be required only to the extent consistent with the Conhact Documents and reasonably inferable fi•om them as being necessary to produce the indicated results. AIA Document A232TA9 - 2009 (formerly A201 T~~CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) 11 § 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contactor in dividing the Work among Subcontactors or in establishing the extent of Work to be performed by airy trade. § 1.2.3 Unless otherwise stated in the Contract Documents, words that have well-knov~ns technical or constuction industy meanings a1•e used in the Contract Documents in accordance with such recogr>ized meanings. § 1.3 Capitalization Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects. § 1.4 Interpretation In the interest of brevity the Contract Documents fi•equently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent fi•om one statement and appears in another is not intended to affect the interpretation of either statement. § 1.5 Ownership and Use of Drawings, Specifications and Other Instruments of Service § 1.5.1 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instuments of Service, including the Drawings and Specifications, and will retain all common law, statutory and other reserved rights, including copyrights. The Contractor, Subcontractors, sub-subcontractors, and material or equipment suppliers shall not own or claim a copyright in the Instuments of Service. 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, or Architect's consultants' reserved rights. § 1.5.2 The Contactor, Subcontractors, Sub-subcontractors, and material or equipment suppliers are authorized to use and reproduce the Instruments of Service provided to them solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The Contactor, Subcontractors, Sub-subcontractors, and material or equipment suppliers may not use the hlstruments of Service on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Ar•cl>itect and the Architect's consultants. § 1.6 Transmission of Data in Digital Form If the parties intend to h•anslnit Inst•uments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions, unless otherwise already provided in the Agreement or the Contract Documents. ARTICLE 2 OWNER § 2.1 General § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to tln•oughout the Contact Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. Except as otherwise provided in Article 4, the Construction Manager and the Architect do not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. § 2.1.2 The Owner shall furnish to the Contractor within fifteen days after receipt of a written request, information necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic's lien rights. Such information shall include a correct statement of the record legal fide to the property on which the Project is located, usually referred to as the site, and the Owner's interest therein. § 2.2 Information and Services Required of the Owner § 2.2.1 Prior to commencement of the Work, the Contactor may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contact. Thereafter, the Contractor may only request such evidence if (1) the Owner fails to make payments to the Contractor as the Contact Documents require; (2) a change in the Work materially changes the Contact Sum; or (3) the Contractor identifies in writing a reasonable concern regarding the Owner's ability to make payment when due. The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or Init. AIA Document A232T"~ - 2009 (formerly A201 T~"CMa -1992), Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. ~ This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) 12 the portion of the Work affected by a material change. After the Owner furnishes the evidence, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. § 2.2.2 Except for permits and fees that are the responsibility of the Contractor under the Contact Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for per-rnanent changes in existing facilities. Unless otherwise provided under the Conh•act Documents, the Owner, through the Constuction Manager, shall secure and pay for the building permit. § 2.2.3 The Owner shall fur>ish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. 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. § 2.2.4 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's conh•ol and relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Cont'actor's written request for such information or services. § 2.2.5 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of malting reproductions pursuant to Section 1.5.2. § 2.2.6 The Owner shall endeavor to forward all communications to the Contractor through the Constuction Manager and shall contemporaneously provide the same communications to the Architect about matters arising out of or relating to the Contract Documents. § 2.3 Owner's Right to Stop the Work If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contactor to stop the Worlt, or any portion thereof, until the cause for such order has been eliminated; however, 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 Contactor or any other person or entity, except to the extent required by Section 6.1.3. § 2.4 Owner's Right to Carry Out the Work If the Contactor defaults or neglects to carry out the Work in accordance with the Contact Documents and fails within aten-day period after receipt of written notice fi•om the Ot~mer to continence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. hn such case an appropriate Change Order shall be issued deducting fi•onn payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Constuction Manager's and Architect's and their respective consultants' additional services made necessary by such default, neglect or failure. Such action by the Owner and amounts charged to the Contactor are both subject to prior approval of the Architect, after consultation with the Construction Manager. If payments then or thereafter due the Contactor are not sufficient to cover such amounts, the Contactor shall pay the difference to the Owner. ARTICLE 3 CONTRACTOR § 3.1 General § 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contact Documents as if singular in number. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contactor shall designate in writing a representative who shall have express authority to bind the Contactor with respect to all matters under this Contact. The term "Contactor" means the Contactor or the Contractor's authorized representative. § 3.1.2 The plural term "Multiple Prime Contactors" refers to persons or entities who perform construction under contacts with the Owner that are administered by the Constuction Manager. The term does not include the Owner's own forces, including persons or entities under separate contracts not administered by the Constuction Manager. AIA Document A232T'" - 2009 (formerly A201 T"~CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 13 ~ This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14!2014, and is not for resale. User Notes: (1481140079) § 3.1.3 The Conhactor shall perform the Work iii accordance with the Conhact Documents § 3.1.4 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Construction Manager or Architect in their administration of the Conhact, or by tests, inspections or approvals required or performed by persons or entities other than the Conh•actor. § 3.2 Review of Contract Documents and Field Conditions by Contractor § 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar t~rith local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. § 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Conhact Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.2.3, shall take field measurements of any existing conditions related to that portion of the Wotlc, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and consh•uction by the Conhactor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Construction Manager and Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information submitted to the Conshuction Manager in such form as the Consh•uction Manager and Architect may require. It is recognized that the Contractor's review is made in the Conh•actor's capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Conhact Documents. § 3.2.3 The Contractor is not required to ascertain that the Conhact Documents are in accordance «nth applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Conshuction Manager and Architect any nonconformity discovered by or made lrnown to the Contractor as a request for information submitted to Conshuction Manager in such form as the Construction Manager and Architect may require. § 3.2.4 If the Conh•actor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall make Claims as provided iri Article 15. If the Conhactor fails to perform the obligations of Sections 3.2.2 or 3.2.3, the Conhactor shall pay such costs and damages to the.Owner as would have been avoided if the Conhactor had performed such obligations. If the Conhactor performs those obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting fi•om errors, inconsistencies or omissions in the Conhact Documents, for differences between field measurements or conditions and the Contract Documents, or for noncotiformities of the Conhact Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. § 3.3 Supervision and Construction Procedures § 3.3.1 The Conhactor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for, and have control over, conshuction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instruction concerning these matters. If the Contract Documents give specific instructions concerning consh•uction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Conhactor determines that such means, methods, techniques, sequences or procedures tray not be safe, the Contractor shall give timely written notice to the Owner, the Construction Manager, and the Architect and shall not proceed with that portion of the Work without further written insh•uctions fi•om the Architect, through the Conshuction Manager. If the Contractor is then inshucted to proceed with the required means, methods, techtques, sequences or procedures without acceptance of changes proposed by the Conh•actor, the Owner shall be solely responsible for any loss or damage arising solely fi•om those Owner-required means, methods, techtiques, sequences or procedures. Init. AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. ~ This document was produced by AIA software at 09:02:47 on 02(01(2013 under Order No.1005957857_1 which expires on 01/1412014, and is not for resale. User Notes: (1481140079) 14 § 3.3.2 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 performing portions of the Work for, or on behalf of, d1e Contractor or any of its Subcontractors. § 3.3.3 The Contractor shall be responsible for inspection of portions of the Project already performed to determine that such portions are in proper condition to receive subsequent Work. § 3.4 Labor and Materials § 3.4.1 Unless otherwise provided in the Conh•act Documents, the Contactor shall provide and pay for labor, materials, equipment, tools, consh•uction 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. § 3.4.2 Except in the case of minor changes in the Work authorized by the Architect in accordance with Sections 3.12.8 or 7.4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect, in consultation ti~rith the Construction Manager, and in accordance with a Change Order or Conshuction Change Directive. § 3.4.3 The Contractor shall enforce stict discipline and good order among the Contractor's employees and other persons can•ying out the Work. The Contactor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 3.5 Warranty The Contactor warrants to the Owner, Construction Manager, and Architect that materials and equipment fur~ushed under the Conh•act will be of good quality and new unless the Contact Documents require or permit otherwise. The Contractor further wan•ants that the Work will conform with the requirements of the Contact Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements maybe considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contactor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Constuction Manager or Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.6 Taxes The Contractor shall pay sales, consumer, use and similar taxes for the Work or portions thereof provided by the Contactor that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect, § 3.7 Permits, Fees, Notices, and Compliance with Laws § 3.7.1 Unless otherwise provided in the Contact Documents, the Omer, through the Construction Manager, shall secure and pay for the building permit. The Contractor shall secure and pay for other pernuts, fees, licenses and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contact and legally required at the time bids are received or negotiations concluded. § 3.7.2 The Contactor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. § 3.7.3 If the Contactor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorifies, the Contactor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. § 3.7.4 Concealed or Unknown Conditions. If the Contactor encounters conditions at the site that are (1) subsm•face or otherwise concealed physical conditions that differ materially fi•om those indicated in the Conh•act Documents or (2) unknown physical conditions of an unusual nature that differ materially fi•om those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the Contactor shall promptly provide notice to the Owner, Consh•uction Manager, and the Architect before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Architect and Init. AIA Document A232?M - 2009 (formerly A201 TMCMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 15 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) Constuction Manager will promptly investigate such conditions and, if the .Arclutect, in consultation with the Constuction Manager, determines that they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contact Sum or Contract Time, or both. If the Architect, in consultation with the Construction Manager, determines that the conditions at the site are not materially different from those indicated in the Conh•act Documents and that no change in the terms of the Contract is justified, the Architect shall promptly notify the Owner, Constuction Manager, and Contactor in writing, stating the reasons. If the Owner or Contactor disputes the Architect's determination or reconmrendation, either party may proceed as provided in Article 15. § 3.7.5 If, in the course of the Work, the Contactor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the Contact Documents, the Contactor shall inmiediately suspend airy operations that would affect them and shall notify the Owner, Construction Manager, and Architect. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain govermnental authorizafion required to resume the operations. The Contactor shall continue to suspend such operations until otherwise instucted by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising fi•om the existence of such remains or features may be made as provided in Article 15. § 3.8 Allowances § 3.8.1 The Contactor shall include in the Contact Sum all allowances stated in the Contact Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. § 3.8.2 Unless otherwise provided in the Contact Documents: .1 Allowances shall cover the cost to the Contactor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 Contactor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; and .3 Whenever costs are more than or less than allowances, the Contact Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor's costs under Section 3.8.2.2. § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptress. § 3.9 Superintendent § 3.9,1 The Contactor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contactor, and communications given to the superintendent shall be as binding as if given to the Contractor. § 3.9.2 The Contactor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner and Architect through the Constuction Manager, the name and qualifications of a proposed superintendent. The Constuction Manager may reply within 14 days to the Contactor in writnrg stating (1) whether the Owner, the Constuction Manager, or the Architect has reasonable objection to the proposed superintendent or (2) that any of them requn•e additional time to review. Failure of the Constuction Manager to reply within the 14 day period shall constitute notice of no reasonable objection. § 3.9.3 The Contactor shall not employ a proposed superintendent to whom the Owner, Constuction Manager or Architect has made reasonable and timely objection. The Contractor shall not change the superintendent without the Owner's consent, which shall not unreasonably be withheld or delayed. § 3.10 Contractor's Construction Schedules § 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and Architect's information and the Constuction Manager's approval a Contactor's Constuction schedule for the Work. The schedule shall not exceed time linuts current under the Contact Documents, shall be revised at AIA Document A232T"~ - 2009 (formerly A201 T~^CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) 16 appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project schedule to the extent required by the Conhact Documents, and shall provide for expeditious and practicable execution of the Work. The Contractor shall cooperate with the Consh•uction Manager in scheduling and performing the Conhactor's Work to avoid conflict with, and as to cause no delay in, the work or activities of other Multiple Prime Conh•actors or the construction or operations of the Owner's own forces. § 3.10.2 The Contractor shall prepare a submittal schedule, promptly after being awarded the Contract and thereafter update it as necessary to maintain a current submittal schedule, and shall submit the schedule(s) for the Conshuction Manager's and Architect's approval. The Architect and Construction Manager's approval shall riot unreasonably be delayed or withheld. The submittal schedule shall (1) be coordinated with the Conhactor's constuction schedule, and (2) allow the Construction Manager and Architect reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. § 3.10.3 The Conttactor shall participate with other Contractors, the Coushuction Manager and O~~mer in reviewing and coordinating all schedules for incorporation into the Project schedule that is prepared by the Consh•uction Manager. The Contractor shall make revisions to the construction schedule and submittal schedule as deemed necessary by the Construction Manager to conform to the Project schedule. § 3.10.4 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner, Construction Manager and Architect and incorporated into the approved Project schedule. § 3.11 Documents and Samples at the Site The Contractor shall maintain at the site for the Owner one copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These documents shall be available to the Architect and delivered to the Construction Manager for submittal to the Owner upon completion of the Work as a record of the Work as constructed. § 3.12 Shop Drawings, Product Data and Samples § 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcont•actor, Sub-subcontractor, manufacturer, supplier or distibutor to illustrate some portion of the Work. § 3.12.2 Product Data are illush•ations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. § 3.12.3 Samples are plrysical examples that illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. § 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. Their purpose is to demonstrate the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contact Documents require submittals. Review by the Architect and Construction Manager is subject to the limitations of Sections 4.2.9 through 4.2.11. h~for•mational submittals upon which the Construction Manager and Architect are not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Conh•act Documents may be returned by the Construction Manager or Ar•clutect without action. § 3.12,5 The Contactor shall review for compliance with the Contact Documents, approve and submit to the Construction Manager Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents in accordance with the Project submittal schedule approved by the Consh•uction Manager and Architect, or in the absence of an approved Project submittal schedule, with reasonable promptness and in such sequence as to cause r1o delay in the Work or in the activities of other Multiple Prime Contactors or the Owner's own forces. The Contractor shall cooperate with the Constuction Manager in the coordination of the Contractor's Shop Drawings, Product Data, Samples and similar submittals with related documents submitted by other Multiple Prime Contractors. AIA Document A232T^^ - 2009 (formerly A201 T~"CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 17 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) § 3.12.6 By submitting Shop Drawings, Product Data, Samples and similar submittals, the Conri•actor represents to the Owner, Consri•uction Manager, and Architect, that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. § 3.12.7 The Contractor shall perform no portion of the Work for which the Conttact Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been reviewed and approved by the Architect. § 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall trot be relieved of responsibility for deviations fi•om requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data, Samples or similar submittals unless the Conri•actor has specifically informed the Construction Manager and Architect in writing of such deviation at the time of submittal and (1) the ,St•chitect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Consri•uction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect's approval thereof. § 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Consriuction Manager and Architect on previous submittals. In the absence of such written notice, the Architect's approval of a resubmission shall not apply to such revisions. § 3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Conriact Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means, methods, teclnuques, sequences and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Conh•actor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to flee Work designed or cet•tified by such professional, if prepared by others, shall bear such professional's written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals, provided the Owner and Architect have specified to the Conri•actor all performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Archtect will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Contractor shall not be responsible for the adequacy of the performance and design criteria specified in the Conriact Documents. § 3.13 Use of Site § 3.13.1 The Conh•actor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities and the Conri•act Documents and shall not unreasonably encumber the site with materials or equipment. § 3.13.2 The Conri•actor shall coordinate the Contractor's operations with, and secure the approval of, the Construction Manager before using any portion of the site. § 3.14 Cutting and Patching § 3.14.1 The Conhactor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting and patching shall be restored to the condition existing prior to the cutting, fitting and patching, unless otherwise required by the Contract Documents. Init. AIA Document A232TM - 2009 (formerly A201 TMCMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. ~ This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) 18 § 3.14.2 The Conri•actor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner's own forces or of other Multiple Prune Conhactors by cutting, patching, or otherwise altering such consri•uction, or by excavation, The Conhactor shall not cut or otherwise alter such construction by the O«nier's own forces or by other Multiple Prime Contractors except with written consent of the Construction Manager, Owner and such other Multiple Prime Conhactors; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold fi•om the other Multiple Prime Contractors or the Owner the Contractor's consent to cutting or otherwise altering the Work. § 3.15 Cleaning Up § 3.15.1 The Contractor shall keep the premises and surrounding area free fi•om accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work the Contractor shall remove waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials from and about the Project. § 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner, or Consri•uction Manager with the Owner's approval, may do so and the Owner shall be entitled to reimbursement fi•om the Contractor. § 3.16 Access to Work The Conh•actor shall provide the Owner, Construction Manager and Architect access to the Work in preparation and progress wherever located. § 3.17 Royalties, Patents and Copyrights The Conhactor shall pay all royalties and license fees. The Conri•actor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner, Constuction Manager and Architect harmless-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, Architect, or Consri•uction Manager. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the Architect through the Constuction Manager. § 3.18 Indemnification § 3.18.1 To the fullest extentpennitted bylaw, the Conri•actor shall indemnify and holdlrarmless the Owner, Construction Manager, Architect, Consriuction Manager's and Architect's consultants, and agents and employees of any of them fiom and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting fi•om performance of the Work, provided that such claim, damage, loss or expense is atri7butable to bodily injury, sickness, disease or death, or to injury to or deshuction 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 maybe liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be consri•ued to negate, abridge or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.18. § 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subconh•actor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Section 3.18 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contactor or a Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. ARTICLE 4 ARCHITECT AND CONSTRUCTION MANAGER § 4.1 General § 4.1.1 The Owner shall retain au architect lawfully licensed to practice architecture or an entity lawfully practicing architecture in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 19 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) § 4.1.2 The Owner shall retain a consh•uction manager lawfully licensed to practice conshuction management or an entity lawfi~lly practicing construction management in the jurisdiction where the Project is located. That person or entity is identified as the Consriuction Manager in the Agreement and is referred to throughout the Conhact Documents as if singular in number. § 4.1.3 Duties, responsibilities and limitations of authority of the Construction Manager and Architect as set forth in the Contract Documents shall not be reshicted, modified or extended without written consent of the Owner, Construction Manager, Architect and Contractor. Consent shall not be unreasonably withheld. § 4.1.4 If the emplo}nnent of the Conshuction Manager or Architect is terminated, the Owner shall employ a successor consh•uction manager or architect as to whom the Contractor has no reasonable objection and whose status under the Conh•act Documents shall be that of the Consh•uction Manager or Architect, respectively. § 4.2 Administration of the Contract § 4.2.1 The Consh•uction Manager and Architect will provide administration of the Contract as described in the Conhact Documents and will be the Owner's representatives during construction until the date the Architect issues the final Certificate for Payment The Consh•uction Manager and Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 4.2,2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Worlc, 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. On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Worlc completed, and report to the Owner and Consh•uction Manager (1) known deviations fi•om the Contract Documents and fi•om the most recent Project schedule prepared by the Construction Manager, and (2) defects and deficiencies observed in the Work. § 4.2.3 The Consh•uction Manager shall provide a staffing plan to include one or more representatives who shall be in attendance at the Project site whenever the Work is being performed, The Consri•uction Manager will deternine in general if the Work observed is being performed in accordance with the Contract Documents, grill keep the Owner reasonably informed of the progress of the Work, and will report to the Owner and Architect (1) known deviations fi•om the Contract Documents and the most recent Project schedule, and (2) defects and deficiencies observed in the Work. § 4.2.4 The Consh•uction Manager will schedule and coordinate the activities of the Conh•actor and other Multiple Prime Conh•actors in accordance with the latest approved Project schedule. § 4.2.5 The Consh•uction Manager, except to the extent required by Section 4.2.4, and Architect will not have conhol over, or charge of, consh•uction means, methods, techniques, sequences or procedm•es, or for the safety precautions and programs in connection with the Work, since these are solely the Conri•actor's rights and responsibilities under the Contract Documents, except as provided in Section 3.3.1, and neither will be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Conhact Documents. Neither the Conshuction Manager nor the Archtect will have control over or charge of or be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of arty other persons or entities performing portions of the Work. § 4.2.6 Communications Facilitating Contract Administration. Except as otherwise provided in the Conh•act Documents or when direct conmiunications have been specially authorized, the Owner and Conhactor shall endeavor to communicate with each other through the Construction Manager, and shall contemporaneously provide the same counnunications to the Architect about matters arising out of or relafing to the Conri•act Documents. Communications by and with the Arclitect's consultants shall be through the Architect. Communications by and with Subconh•actors and material suppliers shall be tlm•ough the Contractor. Communications by and with other Multiple Prime Contractors shall be through the Consh•uction Manager and shall be contemporaneously provided to the Architect if those communications are about matters arising out of or related to the Conhact Documents. Comm~unications by and with the Owner's o~~m forces shall be through the Owner. AIA Document A232T"' - 2009 (formerly A201 T~^CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/1412014, and is not for resale. User Notes: (1481140079) 20 § 4.2.7 The Constuction Manager and Architect will review and certify all Applications for Payment by the Contractor, in accordance with the provisions of Article 9. § 4.2.8 The Architect and Constuction Manager have authority to reject Work that does not conform to the Contact Documents and will notify each other about the rejection. The Constuction Manager shall determine in general whether the Work of the Contactor is being performed in accordance with the requirements of the Contact Documents and notify the Owner, Contractor and Architect of defects and deficiencies in the Work. Whenever the Construction Manager considers it necessary or advisable, the Construction Manager will have authority to require additional inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3, upon written authorization of the Owner, whether or not such Work is fabricated, installed or completed. The foregoing authority of the Construction Manager will be subject to the provisions of Sections 4.2.18 tlu•ough 4.2.20 inclusive, with respect to interpretations and decisions of the Architect. However, neithet• the Architect's nor the Construction Manager's authority to act under this Section 4.2.8 nor a decision made by either of them in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect or the Constuction Manager to the Contactor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons performing any of the Work. § 4.2,9 The Constuction Manager will receive and promptly review for conformance with the submittal requirements of the Conh•act Documents, all submittals fi•om the Contactor such as Shop Drawings, Product Data and Samples. Where there are Multiple Prime Contractors, the Constuction Manager will also check and coordinate the information contained within each submittal received fi•om Contractor and other Multiple Prime Contractors, and tansmit to the Architect those reconunended for approval. By submitting Shop Drawings, Product Data, Samples and similar submittals, the Coush•uc6on Manager represents to the Owner and Architect that the Constucfion Manager has reviewed and recommended them for approval. The Construction Manager's actions will be taken in accordance with the Project submittal schedule approved by the Architect or, in the absence of an approved Project submittal schedule, with reasonable promptness while allowing sufficient time to permit adequate review by the Architect. § 4.2.10 The Architect will review and approve or take other appropriate action upon the Contactor'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. The Architect's action will be taken in accordance with the submittal schedule approved by the Architect or, in the absence of au approved submittal schedule, with reasonable promptness while allowing sufficient tune in the Architect's professional judgment to permit adequate review. Upon the Architect's completed review, the Architect shall transmit its subnuttal review to the Constuction Manager. § 4.2.11 Review of the Contractor's submittals by the Construction Manager and Architect is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instuctions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Constuction Manager and P,rcl>itect's review of the Contractor's submittals shall not relieve the Contactor of the obligations under Sections 3.3, 3.5 and 3.12. The Construction Manager and Ar•clutect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Construction Manager and Architect, of any constvction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.12 The Constuction Manager will prepare Change Orders and Constuction Change Directives. § 4.2.13 The Constuction Manager and the Architect will take appropriate action on Change Orders or Constuction Change Directives in accordance with Article 7. and the Architect will have authority to order nunor changes in the Work as provided nr Section 7.4. The Architect, in consultation with the Constuction Manager, will investigate and make determinations andreconnrendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2.14 Utilizing the documents provided by the Contactor, the Constuction Manager will maintain at the site for the Owner one copy of all Contact Documents, approved Shop Drawings, Product Data, Samples and similar AIA Document A232T^' - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 21 This document was produced byAlA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) required submittals, in good order and marked currently to record all changes and selections made during consh•uction. These will be available to the Architect and the Contractor, and will be delivered to the Owner upon conpletion of the Project. § 4.2.15 The Consh•uction Manager will assist the Architect in conducting inspections to determine the dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion in conjunction with the Architect pursuant to Section 9.8; and receive and forward to the Owner written warranties and related documents required by the Conh•act and assembled by the Conh•actor pursuant to Section 9.10. The Construction Manager will forward to the Architect a final Application and Certificate for Payment or final Project Application and Project Certificate for Payment upon the Conh•actor's compliance with the requirements of the Conh•act Documents. § 4.2.16 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Conh•act Documents. § 4.2.17 The Architect mill interpret and decide matters concerning performance under, and requirements of the Contract Documents on written request of the Construction Manager, Owner or Conhactor through the Construction Manager. The Architect's response to such requests will be made in writing within any time linnits agreed upon or otherwise with reasonable promptness. § 4.2.18 Interpretations and decisions of the Architect will be consistent with the intent of and reasonably inferable fi•om the Conh•act Documents and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Conh•actor, will not show partiality to either and will not be liable for results of interpretations or decisions so rendered iii good faith. § 4.2,19 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Conh•act Documents. § 4.2.20 The Consh•uction Manager will receive and review requests for information fi•onn the Contractor, and forward each request for information to the Architect, with the Consh•uction Manager's recommendation. The Architect will review and respond in writing to the Consh•uction Manager to requests for information about the Conhact Documents. The Conshuction Manager's recommendation and the Architect's response to each request will be made in writing within arty time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. ARTICLE 5 SUBCONTRACTORS § 5.1 Definitions § 5.1.1 A Subconhactor is a person or entity who has a direct conh•act with the Conh•actor to perform a portion of the Work at the site. The ter-rn "Subconh•actor" is referred to throughout the Conh•act Documents as if singular in number and nneans a Subcontractor or an authorized representative of the Subconh•actor. The term "Subcontractor" does not include other Multiple Prirne Conh•actors or subcontractors of other Multiple Prime Contractors. § 5.1.2 ASub-subconh•actor is a person or entity who has a direct or indirect conhact with a Subcontractor to perform a portion of the Work at the site. The term "Sub-subconhactor" is referred to throughout the Conhact Documents as if singular in number and means aSub-subcontactor or an authorized representative of the Sub- subcontractor. § 5.2 Award of Subcontracts and Other Contracts for Portions of the Work § 5.2,1 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 Consh•uction Manager for review by the Owner, Consh•uction Manager and Architect the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Consh•uction Manager nnay reply within 14 days to the Contractor in writing stating (1) whether the Owner, dne Consh•uction Manager or the Architect has reasonable objection to any such proposed person or entity or, (2) that the AIA Document A232T"' - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 22 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) Constuction Manager, Arclvtect or Owner requires additional time for review. Failure of the Construction Manager, Owner, or Arclvtect to reply witl>;n the 14-day period shall consritute notice of no reasonable objection. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner, Constt•ucdon Manager or Architect has made reasonable and timely objection. The Contractor shall not be required to contact with anyone to whom the Contractor has made reasonable objection. § 5.2.3 If the Owner, Construction Manager or Architect has reasonable objection to a person or entity proposed by the Contactor, the Contractor shall propose another to whom the Owner, Conshuction Manager or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Conhact 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. However, no increase in the Contract Sum or Contact Time shall be allowed for such change ut>less the Contractor has acted promptly and responsively in submitting names as required. § 5.2.4 The Contactor shall not substitute a Subconh•actor, person or entity previously selected if the Owner, Conshuction Manager or Architect makes reasonable objection to such substitution. § 5.3 Subcontractual Relations By appropriate agreement, written where legally required for validity, the Contactor shall require each Subcontactor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contactor all the obligations and responsibilities, including responsibility for safety of the Subcontactor's Work, which the Contactor, by these Documents, assumes toward the Owner, Constuction Manager and Architect. Each subcontact agreement shall preserve and protect the rights of the Owner, Constuction Manager and Architect under the Contact Documents with respect to the Work to be performed by the Subcontactor so that subcontacting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontact agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contact Documents, has against the Owner. Where appropriate, the Contactor shall require each Subcontractor to enter into similar agreements with Sub- subconh-actors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontact agreement, copies of the Contact Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subconh•actor telnis and conditions of the proposed subcontract agreement that maybe at variance with the Contact Documents. Subcontactors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontactors. § 5.4 Contingent Assignment of Subcontracts § 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contactor to the Owner, provided that .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontact agreements that the Owner accepts by notifying the Subcontactor and Contactor in writing; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contact. When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor's rights and obligations under the subcontract. § 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. § 5.4.3 Upon such assignment to the Owner under this Section 5.4, the Owner may further assign the subcontact to a successor Contactor or other entity. If the O~~mer assigns the subcontract to a successor Contractor or other entity, the Owner shall nevertheless remain legally responsible for all of the successor Contractor's obligations under the subcontact, AIA Document A232T^~ - 2009 (formerly A201 T"'CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 23 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) ARTICLE 6 CONSTRUCTION 6Y OWNER OR 6Y OTHER CONTRACTORS § 6.1 Owner's Right to Perform Construction with Own Forces and to Award Other Contracts § 6.1.1 The Owner reserves the right to perform conshuction or operations related to the Project with the Owner's own forces, which include persons or entities under separate conh•acts not administered by the Construction Manager, and to award other conh•acts in connection with other portions of the Project or other consh•ucfion or operations 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 Conh•actor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Article 15. § 6.1.2 When the Owner performs construction or operations with the Owner's o~n~ forces including persons or entities under separate contracts not administered by the Consh•uction Manager, the Owner shall provide for coordination of such forces with the Work of the Conhactor, who shall cooperate with them. § 6.1.3 Unless otherwise provided in the Contract Documents, when the Owner performs consh•uction or operations related to the Project with the Owner's own forces, the O~~mer shall be deemed to be subject to the same obligations and to have the same rights that apply to the Conhactor under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Al•ticle 6, and Articles 10, 11 and 12. § 6.2 Mutual Responsibility § 6.2.1 The Conh•actor shall afford the Owner's own forces, Construction Manager and other Multiple Prime 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 construction and operations with theirs as required by the Contract Documents. § 6.2.2 If part of the Couh•actor's Work depends for proper execution or results upon construction or operations by the Owner's own forces or other Multiple Prime Conhactors, the Conhactor shall, prior to proceeding with that portion of the Work, promptly report to the Construction Manager and Architect apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's own forces or other Multiple Prime Conhractors' completed or partially completed construction is fit and proper to receive the Conh•actor's Work, except as to defects not then reasonably discoverable. § 6.2.3 The Conh•actor shall reimburse the Owner for costs the Owner incurs, including costs that are payable to a separate contractor or to other Multiple Prime Conh•actors because of the Conh•actor's delays, improperly timed activities or defective construction, The O~~mer shall be responsible to the Contractor for costs the Conh•actor incurs because of delays, improperly timed activities, damage to the Work or defective consh•uction by the Owner's own forces or other Multiple Prime Contractors. § 6.2.4 The Contractor shall promptly remedy damage the Conh•actor wrongfully causes to completed or partially completed construction or to property of the Owner, separate conh•actors, or other Multiple Prime Conh•actors as provided in Section 10.2.5. § 6.2,5 The Owner and other Multiple Prime Conh•actors shall have the same responsibilities for cutting and patching as are described for the Conh•actor in Section 3.14. § 6.3 Owner's Right to Clean Up If a dispute arises among the Contractor, other Multiple Prime Contractors and the Owner as to the responsibility under their respective conh•acts for maintaining the premises and surrounding area fi•ee fi•om waste materials and rubbish, the Owner may clean up and the Consttuction Manager, with notice to the Architect, will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK § 7.1 General § 7.1.1 Changes in the Work maybe accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Conh•act Documents. AIA Document A232T1" - 2009 (formerly A201 T°"CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 24 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) § 7.1.2 A Change Order shall be based upon agreement among the Owner, Construction Manages, Architect and Conhactor; a Construction Change Directive requires agreement by the Owner, Construction Manager and Architect and may or may not be agreed to by the Contractor; au order for a minor change in the Work may be issued by the Architect alone. § 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, m>>ess otherwise provided iii the Change Order, Construction Change Directive or order for a minor change in the Work. § 7.2 Change Orders A Change Order is a written insh•ument prepared by the Construction Manager and signed by the Owner, Consh•uction Manager, Architect and Contractor, stating their agreement upon all of the following: .1 The change in the Work; ,2 The amount of the adjustment, if any, in the Contract Sum; and .3 The extent of the adjustment, if any, in the Contr-act Time. § 7.3 Construction Change Directives § 7.3.1 A Consh•uction Change Directive is a written order prepared by the Consh•uction Manager and signed by the Owner, Consh•uction Manager and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Conhact Sum or Contract Time, or body. The Owner may by Construction Change Directive, without invalidating the Contract, 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. § 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7.3.3 If the Construction Change Directive provides for an adjustment to the Conri•act Sum, the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lmnp sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Contract Documents or subsequently agreed upon; ,3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 As provided in Section 7.3.7. § 7.3.4 If unit prices are stated in the Conri•act Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Conhactor, the applicable unit prices shall be equitably adjusted. § 7.3.5 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Construction Manager and Architect of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Conh•act Sum or Conhact Time. § 7.3.6 A Conshuction Change Directive signed by the Contractor indicates the Conh•actor's agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective inmiediately and shall be recorded as a Change Order. § 7.3.7 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Conhact Sum, the Construction Manager shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Conh•act Smu, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Consh•uction Manager may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Conh•act Documents, costs for the purposes of this Section 7.3.7 shall be limited to the following: AIA Document A232T'^ - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 25 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) .1 Costs of labor, including social security, old age and unemployment insurance, fiinge benefits required by agreement or custom, and workers compensation insurance; .2 Costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed; .3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented fi•om the Contractor or others; .4 Costs of prenuwns for all bonds and insurance, peanut fees, and sales, use or similar taxes related to the Work; and .5 Additional costs of supervision and field office personnel directly athibutable to the change, § 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Conh•act Sum shall be actual net cost as confirmed by the Constuction Manager and Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment. The Conshuction Manager and Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Construction Manager and Architect determine to be reasonably justified. The interim determination of cost shall adjust the Conhact Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a Claim in accordance with Article 15. § 7.3.10 When the Owner and Conh•actor agree with a determination made by the Construction Manager and Architect concerning the adjustments in the Conh•act Sum and Conh•act Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Construction Manager shall prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. § 7.4 Minor Changes in the Work The Architect has authority to order minor changes in the Work not involving adjustment in the Conh•act Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes will be effected by written order issued through the Construction Manager and shall be binding on the Owner and Contractor. ARTICLE 8 TIME § 8.1 Definitions § 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Conhact Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement of the Work is the date established in the Agreement. § 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. § 8.1.4 The tern "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 8.2 Progress and Completion § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contact. By executing the Agreement the Conh•actor confirms that the Contract Time is a reasonable period for performing the Work. § 8.2.2 The Conhactor shall notlcnowingly, except by agreement or inshuction of the Owner in wrifing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Conh•actor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. § 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. Init. AIA Document A232T'^ - 2009 (formerly A201 T^'CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 26 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) § 8.3 Delays and Extensions of Time § 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner, Owner's own forces, Construction Manager, Architect, any of the other Multiple Prime Contractors or an employee of any of them, or by changes ordered in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's contol; or by delay authorized by the Owner pending mediation and arbitration, or by other causes that the Architect, based on the recommendation of the Construction Manager, determines may justify delay, then the Contract Tirne shall be extended by Change Order for such reasonable tune as the Architect may determine. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. § 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contact Documents. ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 Contract Sum The Contact Sum is stated in the Agreement and, including autho~7zed adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contact Documents. § 9.2 Schedule of Values Where the Contract is based on a Stipulated Sum or Guaranteed Maximum Price, the Contactor shall submit to the Construction Manager, before the first Application for Payment, a schedule of values allocating the entire Contact Sum to the various portions of the Work and 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 Constuction Manager or Architect, shall be used as a basis for reviewing the Contactor's Applications for Payment. In the event there is one Contractor, the Consri•uction Manager shall forward to the Architect the Contractor's schedule of values, If there are Multiple Prime Contractors responsible for performing different portions of the Project, the Constuction Manager shall forward the Multiple Prime Contractors' schedules of values only if requested by the Architect. § 9.3 Applications for Payment § 9.3.1 At least fifteen days before the date established for each progress payment, the Contractor shall submit to the Construction Manager an itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 9.2, for completed portions of the Work. Such application shall be notarized, if required, and supported by such data substantiating the Contactor's right to payment as the Owner, Consriuction Manager or Architect may require, such as copies of requisitions fi•om Subcontactors and material suppliers, and shall reflect retainage if provided for in the Contact Documents. § 9.3.1.1 As provided in Section 7.3.9, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the Construction Manager and Architect, but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or material supplier unless such Work has been performed by others whom the Contactor intends to pay. § 9.3.2 Unless otherwise provided in the Contact Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contactor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage and ri•ansportation to the site for such materials and equipment stored off the site. § 9.3.3 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 Contactor further warrants that upon submittal of an Application for Init. AIA Document A232T'^ - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 27 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) 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 fi•ee and clear of liens, claims, security interests or encumbrances in favor of the Contactor, Subcontactors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. § 9.4 Certificates for Payment § 9.4.1 Where there is only one Contactor, the Construction Manager will, within seven days after the Constuction Manager's receipt of the Contractor's Application for Payment, review the Application, certify the amount the Constuction Manager detern>jnes is due the Contractor, and forward the Contractor's Application and Certificate for Payment to the Architect, Within seven days after the Architect receives the Contractor's Application for Payment from the Constuction Manager, the Architect will either issue to the Owner a Certificate for Payment, with a copy to the Conshuction Manager, for such amount as the Architect deternines is properly due, or notify the Construction Manager and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Section 9.5. L The Construction Manager will promptly forward to the Contractor the Architect's notice of withholding certification. § 9.4.2 Where there are Multiple Prime Contractors performing portions of the Project, the Construction Manager will, within seven days after the Construction Manager receives the Multiple Prime Contactors' Applications for Payment: (1) review the Applications and certify the amount the Conshuction Manager determines is due each of the Multiple Prime Contractors; (2) prepare a Sunnnaiy of Contractors' Applications for Payment by combining information fi•om each Multiple Prime Contactors' application with information from similar applications for progress payments fi•om other Multiple Prime Contractors; (3) prepare a Project Application and Certificate for Payment; (4) certify the amount the Conshuction Manager determines is due all Multiple Prime Contractors; and (5) forward the Smntnaty of Contractors' Applications for Payment and Project Application and Certificate for Payment to the Architect. § 9.4.3 Within seven days after the Architect receives the Project Application and Project Certificate for Payment and the Summary of Contactors' Applications for Payment fiom the Construction Manager, the Architect will either issue to the Owner a Project Certificate for Payment, with a copy to the Constuction Manager, for such amount as the Architect determines is properly due, or notify the Construction Manager and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Section 9.5.1. The Construction Manager will promptly forward the Architect's notice of withholding certification to the Contractors. § 9.4.4 The Constuction Manager's certification of an Application for Pa}nnent or, in the case of Multiple Prime Contactors, a Project Application and Certificate for Payment shall be based upon the Construction Manager's evaluation of the Work and the information provided as pat•t of the Application for Payment. The Conshuction Manager's certification will constitute a representation that, to the best of the Construction Manager's knowledge, information and belief, the Work has progressed to the point indicated and the quality of the Work is in accordance with the Conhact Documents. The certification will also constitute a recommendafion to the Architect and Owner that the Contractor be paid the amount certified. § 9.4.5 The Architect's issuance of a Certificate for Payment or hi the case of Multiple Prime Conh•actors, Project Application and Certificate for Payiuent, shall be based upon the Architect's evaluation of the Work, the recommendation of the Constuction Manager, and information provided as part of the Application for Payment or Project Application for Payment. The Architect's certification will constihrte a representation that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated, that the quality of the Work is in accordance with the Contract Documents, and that the Contactor is entitled to pa}nnent in the amount certified. § 9.4.6 The representations made pursuant to Sections 9.4.4 and 9.4.5 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 fi•om the Conhact Documents prior to completion and to specific qualifications expressed by the Construction Manager or Architect. § 9.4.7 The issuance of a separate Certificate for Payment or a Project Certificate for Payment will not be a representation that the Construction Manager or Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed the Contactor's consh•uction means, methods, techniques, AIA Document A232T~~ - 2009 (formerly A201 TMCMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) 28 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 exan>;nation to ascertain how or for what purpose the Contactor has used money previously paid on account of the Contact Sum. § 9.5 Decisions to Withhold Certification § 9.5.1 The Construction Manager or Architect may withhold a Certificate for Payment or Project Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if n1 the Constuction Manager's or Architect's opinion the representations to the Owner required by Section 9.4.4 and 9.4.5 cannot be made. If the Constuction Manager or Architect is unable to certify payment in the amount of the Application, the Construction Manager will notify the Contractor and Owner as provided in Section 9.4.1 and 9.4.3. If the Contractor, Construction Manager and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment or a Project Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Conshuction Manager or Architect may also withhold a Certificate for Pa}nnent or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment or Project Certificate for Payment previously issued, to such extent as may be necessary i11 the Construction Manager's or Architect's opinion to protect the Owner fi•om loss for wl>ich the Contactor is responsible, including loss resulting fi•om the acts and omissions described in Section 3.3.2 because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicatingprobable filing of such claims unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contactor to make payments properly to Subcontactors or for labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contact Sum; .5 damage to the Owner or a separate contactor; .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 repeated failure to carry out the Work in accordance with the Contact Documents. § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.3 If the Architect or Conshuction Manager withholds certification for payment under Section 9.5.1, the Owner may, at its sole option, issue joint checks to the Contractor and to any Subcontractor or material or equipment suppliers to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered. If the Owner makes payments by joint check, the Owner shall notify the Architect and the Constuction Manager and both will reflect such payment on the next Certificate for Payment. § 9.6 Progress Payments § 9.6.1 After the Architect has issued a Certificate for Payment or Project Certificate for Payment, the Owner shall make payment in the manner and within the time pro~nded in the Contract Documents, and shall so notify the Constuction Manager and Architect. § 9.6.2 The Contactor shall pay each Subcontractor, no later than seven days after receipt of payment fi•om the Owner the amount to which the Subconh•actor is entitled, reflecting percentages actually retained fi•om payments to the Contactor on account of the Subcontactor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontactor to make payments to Sub-Subcontactors in a similar manner. § 9.6.3 The Conshuction Manager will, on request, furnish to a Subcontactor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Owner, Construction Manager and Architect on account of portions of the Work done by such Subcontactor. § 9.6.4 The Owner has the right to request written evidence from the Contactor that the Contactor has properly paid Subcontractors and material and equipment suppliers amounts paid by the Owner to the Contactor for subcontracted Work. If the Contactor fails to furnish such evidence within seven days, the Owner shall have the right to contact Subcontractors to ascertain whether they have been properly paid. Neither the Owner, Constuction Manager nor AIA Document A232T^' - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:02:47 on 02/01!2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) 29 Architect shall have an obligation to pay or to see to the payment of money to a Subcontractor except as may otherwise be required bylaw. § 9.6.5 Contractor payments to material and equipment suppliers shall be heated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Conhact Documents. § 9.6.7 Unless the Conhactor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Conhactor for Work properly performed by Subcontractors and suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Conhactor for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor, shall create any fiduciary liability or tort liability on the part of the Conhactor for breach of bust or shall entitle any person or entity to an award of punitive damages against the Conhactor for breach of the requirements of this provision. § 9.7 Failure of Payment If the Consh•uction Manager and Architect do not issue a Certificate for Payment or a Project Certificate for Payment, through no fault of the Contractor, within fourteen days after the Consh•uction Manager's receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents the amount certified by the Construction Manager and Architect or awarded by binding dispute resolution, then the Contractor may, upon seven additional days' written notice to the O~u~ier, Conshuction Manager and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shut-down, delay and start-up, plus interest as provided for in the Conhact Documents. § 9.8 Substantial Completion § 9.8.1 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 Conhact Documents so the Owner can occupy or utilize the Work for its intended use. § 9.8.2 When the Conhactor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Conhactor shall notify the Consh•uction Manager, and the Contractor and Consh action Manager shall jointly prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failm•e to include an item on such list does not alter the responsibility of the Conhactor to complete all Work in accordance with the Conhact Documents. § 9.8.3 Upon receipt of the list, the Architect, assisted by the Construction Manager, will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the P,t•chitect's inspection discloses airy iteu~, whether or not included on the list, which is not sufficiently complete in accordance with the requirements of the Contract Documents so that the Owner can occupy or utilize the Worlc or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect, assisted by the Conshuction Manager, to detetnline Substantial Completion. § 9,8.4 When the Architect, assisted by the Conshuction Manager, determines that the Work or designated portion thereof is substantially complete, the Conshuction Manager will prepare, and the Construction Manager and Architect shall execute a Certificate of Substantial Completion that shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Conhactor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Conhactor shall finish all items on the list accompanying the Certificate. Warranties required by the Conhact 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. AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 30 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to such Worlc or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. § 9.9 Partial Occupancy or Use § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreemen with the Contractor, provided such occupancy or use is consented to by the insurer as required under Section 11.3.1.5 and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may continence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of wan•anties required by the Conh•act Documents. When the Contractor considers a portion substantially complete, the Conhactor and Conshuction Manager shall jointly prepare and subnut a list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably ~>,~ithheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect after consultation with the Construction Manager. § 9.9.2 hmuediately prior to such partial occupancy or use, the Owner, Conshuction Manager, Conhactor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon, pat•tial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. § 9.10 Final Completion and Final Payment § 9.10.1 Upon completion of the Work, the Conhactor shall forwarc( to the Conshuction Manager a written notice that the Work is ready for final inspection and acceptance and shall also forward to the Conshuction Manager a final Contractor's Application for Payment. Upon receipt, the Conshuction Manager will evaluate the completion of Work of the Contractor and then forward the notice and Application, with the Conshuction Manager's recommendations, to the Architect who will promptly make such inspection. When the Architect, finds the Work acceptable under the Contract Documents and the Contract fully performed, the Construction Manager and Architect will promptly issue a final Certificate for Payment or Project Certificate for Payment stating that to the best of their knowledge, information and belief, and on the basis of thew on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Conhact Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Conshuction Manager's and Architect's final Certificate for Payment or Project Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfi 11 ed. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect through the Construction Manager (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Conhact Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Conhactor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as maybe designated by the Owner. If a Subconhactor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Conhactor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. Init. AIA Document A232TM - 2009 (formerly A201 T'"CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 31 ~ This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Construction Manager and Architect so confirm, the Owner shall, upon application by the Contractor and certification by the Consri•uction Manager and Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Conhractor to the Architect tln•ough the Consriuction Manager prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of Claims. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising fi•om .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 Conri•act Documents; or .3 terms of special warranties required by the Contract Documents. § 9.10.5 Acceptance of final payment by the Contractor, a Subconri•actor 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 fime of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 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 Conriact. The Contractor shall submit the Contractor's safety program to the Construction Manager for review and coordination with the safety programs of other Contractors. The Construction Manager's responsibilities for review and coordination of safety programs shall not extend to direct control over or charge of the acts or omissions of the Conri•actors, Subcontractors, agents or employees of the Contractors or Subconri•actors, or any other persons performing portions of the Work and not directly employed by the Consriuction Manager. § 10.2 Safety of Persons and Property § 10.2.1 The Conhactor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or conri•ol of the Contractor or the Conri•actor's Subcontractors or Sub- subcontractors; .3 other property at the site or adjacent thereto, such as ri•ees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction; and .4 conshuction or operations by the Owner or other Contractors, § 10.2.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations and lawful orders of public authorities bearing on safety of persons or property or their protection fi•om damage, injury or loss. § 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Conriactor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Conhact Documents) to property referred to in Sections 10.2.1.2, 10.2.1.3 and 10.2,1.4 caused in whole or in part by the Conri•actor, a Subconri•actor, aSub-subconri•actor, or anyone directly or indirectly AIA Document A232T^~ - 2009 (formerly A201 TMCMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 32 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01!14/2014, and is not for resale. User Notes: (1481140079) employed by any of them, or by anyone for whose acts they maybe liable and for which the Contractor is responsible under Sections 10.2.1.2, 10.2.1.3 and 10.2.1.4, except damage or loss athibutable to acts or omissions of the Owner, Consh•uction Manager or Architect or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable, and not attributable to the fault or negligence of the Conh•actor. The foregoing obligations of the Contractor are in addition to the Contt•actor's obligations under Section 3.18. § 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Conhactor's superintendent unless otherwise designated by the Conh•actor in writing to the Owner, Consri•uction Manager and Architect. § 10.2.7 The Conhactor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 Injury or Damage to Person or Property If either party suffers injury or damage to person or property because of an actor omission of the other party, or of others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured, shall be given to the other parry within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 Hazardous Materials § 10.3.1 The Conh•actor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting fi•om a material or substance, including but not limited to, asbestos or polychlorinated biphenyl (PCB),encomitered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner, Construction Manager and Architect in writing. § 10.3,2 Upon receipt of the Conh•actor's written notice, the Owner shall obtain the services of a licensed laboratory to verify a presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Conh•act Documents, the Owner shall furnish in wrifing to the Contractor, Consh•uction Manager and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe contaimnent of such material or substance. The Conh•actor, the Consh•uction Manager and the Architect will promptly reply to the Owner in writing stating whether or not any of them has reasonable objection to the persons or entities proposed by the Owner. If the Contractor, Construction Manager or Architect has an objection to a person or entity proposed by the Owner, the Oumer shall propose another to whom the Contractor, the Conshuction Manager and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resumed upon written agreement of the Owner and Contractor. By Change Order, the Conh•act Time shall be extended appropriately and the Conh•act Sum shall be increased in the amount of the Contractor's reasonable additional costs of shut-down, delay and start-up. § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Conhactor, Subconh•actors, Construction Manager, Architect, their 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 fi•om performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 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), except to the extent that such damage, loss or expense is not due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for materials or substances required by the Conhact Documents, except to the extent of the Conri•actor's fault or negligence in the use and handling of such materials or substances. AIA Document A232T'^ - 2009 (formerly A201 T"4CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:02:47 on 02!01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) 33 § 10.3.5 The Conh•actor shall indemnify the Owner for the cost and expense the O~~nrer incurs (1) for remediation of a material or substance the Conh•actor brings to the site and negligently handles, or (2) where the Conhactor fails to perform its obligations under Section 10.3,1, except to the extent that the cost and expense are due to the Owner's fault or negligence. § 10.3,6 If, without negligence on the part of the Contt•actor, the Contractor is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Conh•act Documents, the Owner shall indenmify the Contractor for all cost and expense thereby incurred. § 10.4 Emergencies In an emergency affecting safety of persons or property, the Contractor shall act, at the Conh•actor's discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Conh•actor on account of an emergency shall be determined as provided in Article 15 and Article 7. ARTICLE 11 INSURANCE AND BONDS § 11.1 Contractor's Liability Insurance § 11.1.1 The Conh•actor shall purchase fiom and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Conh•actor fiom claims set forth below which may arise out of or result fiom the Contractor's operations and completed operations under the Conh•act and for which the Conh•actor maybe legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of theta, or by anyone for whose acts any of them may be liable: .1 Claims under workers' compensation, disability benefit and other similar employee benefit acts which are applicable to the Work to be performed; .2 Claims for damages because of bodily injury, occupational siclaress or disease, or death of the Contractor's employees; .3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than the Conh•actor's employees; .4 Claims for damages insured by usual personal injury liability coverage; .5 Claims for damages, other than to the Work itself, because of injury to or desh•uction of tangible property, including loss of use resulting therefrom; .6 Claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; and .7 Claims for bodily injury or property damage arising out of completed operations; and .8 Claims involving conh•actual liability insurance applicable to the Conhactor's obligations under Section 3.18. § 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in the Contract Documents or required bylaw, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption fiom the date of comm~encement of the Work until the date of final payment and termination of any coverage required to be maintained after final payment and, ~~rith respect to the Conhactor's completed operations coverage, until the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as specified in the Contract Documents. § 11.1.3 Certificates of insurance acceptable to the Owner shall be submitted to the Conshuction Manager for h•ansmittal to the Owner with a copy to the ?.rclutect prior to commencement of the Work and thereafter upon renewal or replacement of each required policy of insurance. These certificates and the insurance policies required by this Section 11.1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9.10.2 and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section 11.1.2, hrformation concerning reduction of coverage shall be furnished by the Contractor with reasonable promptness. § 11.1.4 The Conhactor shall cause the conmlercial liability coverage required by the Contract Documents to include (1) the Conshuction Manager, the Consh•uction Manager's consultants, the Owner, the Arcl>jtect, and the Architect's Init. AIA Document A232T~~ - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. ~ This document was produced by AIA software at 09;02:47 on 0 2/0112 0 1 3 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) 34 consultants as additional insureds for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contactor's operations; and (2) the Owner as au additional insured for claims caused in whole or in part by the Contactor's negligent acts or omissions during the Contractor's completed operations. § 11.2 Owner's Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. § 11.3 Property Insurance § 11.3.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction u1 which the Project is located, property insurance written on a builder's risk "all risk" or equivalent policy form in the amount of the inifial Contract Sum, plus value of subsequent Contact modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. 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 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this Section 11.3 to be covered, whichever is later. This insurance shall include interests of the Owner, the Contactor, Subcontactors and Sub- subcontactors in the Project. § 11,3.1.1 Property insurance shall be on an "all-risk" or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for the Architect's, Contactors, and Constuction Manager's services and expenses required as a result of such insured loss. § 11.3.1.2 If the Owner does not intend to purchase such property insurance required by the Contract and with all of the coverages in the amount described above, the Owner shall so inform the Contactor ni writing prior to cormnencement of the Worlc. The Contractor may then effect insurance that will protect the interests of the Contractor, Subcontractors and Sub-subcontactors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner. If the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain insurance as described above, without so notifying the Contractor in writing, then the Owner shall bear all reasonable costs properly ath•ibutable thereto. § 11.3.1.3 If the property insurance requires deductibles, the Owner shall pay costs not covered because of such deductibles. § 11.3.1.4 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in tansit. § 11.3.1.5 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company or companies providing property insw•ance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contactor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. § 11.3.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery insurance required by the Contract Documents or bylaw, which shall specifically cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Owner, Construction Manager, Contactor, Subcontractors and Sub-subcontactors in the Work, and the Owner and Contractor shall be named insureds. § 11.3.3 Loss of Use Insurance. The Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. The Owner waives all rights of action against the Contactor for loss of use of the Owner's property, including consequential losses due to fire or other hazards however caused. AIA Document A232T~^ - 2009 (formerly A201 Th9CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:02:47 on 02!01/2013 under Order No.1005957857_1 which expires on 01/14!2014, and is not for resale. User Notes: (1481140079) 35 § 11.3.4 If the Conri•actor requests in writing that insurance for risks other than those described herein or other special causes of loss be included in the property insurance policy, the Owner shall, if possible, include such insw•ance, and the cost thereof shall be charged to the Conri•actor by appropriate Change Order. § 11.3.5 If during the Project construction period the Owner insures properties, real or personal or both, adjoining or adjacent to the site by property insurance under policies separate fi•om those insuring the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the constuction period, the Omer shall waive all rights in accordance with the terms of Section 11.3.7 for damages caused by fire or other causes of loss covered by this separate property insurance. All separate policies shall provide this waiver of subrogation by endorsement or otherwise. § 11.3.6 Before an exposure to loss may occur, the Owner shall file with the Contractor a copy of each policy that includes insurance coverages required by this Section 11.3. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. Each policy 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. § 11.3.7 Waivers of Subrogation. The Owner and Contactor waive all rights against (1) each other and any of their subcontractors, sub-subcontractors, agents and employees each of the other, and (2) the Consriuction Manager, Architect, Architect's consultants, separate conri•actors described in Article 6, if any, and any of their subcontactors, sub-subconri•actors, agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to' this Section 11.3 or other property insurance applicable to the Work, except such rights as the Owner and Contactor may have to the proceeds of such insurance held by the Owner as fiduciary. The Owner or Contactor, as appropriate, shall require of the Constuction Manager, Construction Manager's consultants, Architect, ArcMtect's consultants, Owner's separate conri'actors described in Article 6, if any, and the subcontactors, sub-subcontactors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, sinvlar 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 entity even though that person or entity would otherwise have a duty of indenmification, 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. § 11.3.8 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 and of Section 11.3.10. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contactor, and by appropriate agreements, written where legally required for validity, shall require Subconh•actors to make payments to their Sub-subcontractors in similar manner. § 11.3.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss, give bond for proper performance of the Owner's duties. The cost of required bonds shall be charged against proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the Owner shall distribute in accordance with such agreement as the parties in interest may reach, or as determined in accordance with the method of binding dispute resolution selected in the Agreement between the Owner and Contractor. If after such loss no other special agreement is made and ur>less the Owner terminates the Conri-act for convenience, replacement of damaged property shall be performed by the Contactor after notification of a Change in the Work iii accordance with Article 7. § 11.3.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties. in interest shall object in wrifing within five days after occurrence of loss to the Owner's exercise of this power; if such objection is made, the dispute shall be resolved in the manner selected by the Owner and Contractor as the method of binding dispute resolution in the Agreement. If the Owner and Contactor have selected arbihation as the method of binding dispute resolution, the O~~nrer as fiduciary shall make settlement with insurers or distibution of insurance proceeds in accordance with the direction of the arbiri•ators. AIA Document A232T"' - 2009 (formerly A201 T'"CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:02:47 on 02/01!2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) 36 § 11.4 Performance Bond and Payment Bond § 11.4.1 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of the Conhact and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract. § 11.4,2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Conri•act, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 Uncovering of Work § 12.1.1 If a portion of the Work is covered contrary to the Construction Manager's or ?.rchitect's request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by either, be uncovered for their observation and be replaced at the Contractor's expense without change in the Contract Time. § 12.1,2 If a portion of the Work has been covered which the Construction Manager or Architect has not specifically requested to observe prior to its being covered, the Consri•uction Manager or Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance with the Contract Documents, such costs and the cost of correction shall be at the Contractor's expense unless the condition was caused by the Owner or one of the other Conh•actors in which event the Owner shall be responsible for payment of such costs. § 12.2 Correction of Work § 12.2.1 Before or After Substantial Completion The Contractor shall promptly correct Work rejected by the Construction Manager or Architect or failing to conform to the requirements of the Conri•act Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed, Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Consri•uction Manager's and Architect's services and expenses made necessaly thereby, shall be at the Contractor's expense. § 12.2.2 After Substantial Completion § 12,2.2.1 In addition to the Contractor's obligations under Section 3.5, 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 Section 9.9.1, or by terms of an applicable special warranty required by the Conri•act Documents, any of the Work is found to be not in accordance with the requirements of the Conri•act Documents, the Contractor shall correct it promptly after receipt of written notice fi•on1 the Owner to do so unless the Owner has previously given the Contractor 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 Conh•actor and give the Conhactor an opportunity to make the correction, the Omer waives the rights to require correction by the Contractor and to make a claim for breach of warranty, If the Conri•actor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice fiom the Owner or Architect, the Owner may correct it in accordance with Section 2.4. § 12.2.2,2 The one-year period shall. be extended with respect to portions of Work first performed after Substantial Completion by the period of time beriveen Substantial Completion and the actual completion of that portion of the Work. § 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pwsuant to this Section 12.2. § 12.2.3 The Conri•actor shall remove fi•om the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. § 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors or other Multiple Prime Conhactors caused by the AIA Document A232T"~ - 2009 (formerly A201 T'"CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 37 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) Contractor's correction or removal of Work that is not in accordance with the requirements of the Conh•act Documents. § 12.2.5 Nothing contauied in this Section 12.2 shall be conshued to establish a period of limitation with respect to other obligations the Conh•actor has under the Contract Documents. Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Conh•actor to correct the Work, and has no relationship to the time within which the obligation to comply with the Conh•act Documents may be sought to be enforced, nor to the time within which proceedings maybe conmienced to establish the Couhactor's liability with respect to the Conhactor's obligations other than specifically to correct the Work. § 12.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Conh•act Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 Governing Law The Contract shall be governed by the law of the place where the Project is located except that, if the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbihation Act shall govern Section 15.4. § 13.2 Successors and Assigns § 13.2.1 The Owner and Conh•actor respectively bind themselves, their partners, successors, assigns and legal representatives to covenants, agreements and obligations contained in the Conh•act Documents. Except as provided in Section 13.2.2, neither party to the Conh•act shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assigmnent without such consent, that party shall nevertheless remain legally responsible for all obligations under the Conh•act. § 13.2.2 The Owner may, without consent of the Contractor, assign the Conhact to a lender providing construction financing for the Project, if the lender assumes the Owner's rights and obligations under the Conh•act Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment. § 13.3 Written Notice Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity or to an officer of the corporation for which it was intended; or if delivered at or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known to the parry giving notice. § 13.4 Rights and Remedies § 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available bylaw. § 13.4.2 No action or failure to act by the Owner, Consh•uction Manager, Architect or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as maybe specifically agreed in writing. § 13.5 Tests and Inspections § 13.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an nldependent 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 Conhactor shall give the Construction Manager and Architect timely notice of ~rhen and where tests and inspections are to be made so that the Conshuction Manager and Architect maybe present for such procedures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements until after bids are received or negotiations concluded, and AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 38 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) (2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner fi•om delegating their cost to the Conh•actor. § 13,5.2 If the Construction Manager, Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 13.5.1, the Construction Manager and Architect will, upon written authorization fi•om the Owner, instuct the Contactor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the O~~mer, and the Contractor shall give timely notice to the Construction Manager and Architect of when and whet•e tests and inspections are to be made so that the Constuction Manager and Architect may be present for such procedures. Such costs except as provided in Section 13.5.3, shall be at the Owner's expense. § 13.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Constuction Manager's and Architect's services and expenses shall be at the Contractor's expense. § 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Constuction Manager for transmittal to the Architect. § 13.5.5 If the Construction Manager or Architect is to observe tests, inspections or approvals required by the Contract Documents, the Constuction Manager or Architect will do so promptly and, where practicable, at the normal place of testing. § 13.5.6 Tests or inspections conducted pursuant to the Contact Documents shall be made promptly to avoid unreasonable delay in the Work. § 13.6 Interest Payments due and unpaid under the Contact Documents shall bear interest fi•otn the date payment is due at such rate as the parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. § 13.7 Time Limits on Claims The Owner and the Contractor shall cormnence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other arising out of or related to the Contact in accordance with the requirements of the final dispute resolution method selected in the Agreement within the time period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and the Contactor waive all claims and causes of action not commenced in accordance with this Section 13,7, ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 Termination by the Contractor § 14.1.1 The Contractor may terminate the Contact if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contactor or a Subcontractor, Sub-subcontactor or their agents or employees or any other persons or entities performing portions of the Work under dn-ect or indirect contact with the Contactor, for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 ?.n act of government, such as a declaration of national emergency that requires all Work to be stopped; .3 Because the Construction Manager has not certified or the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contact Documents; or ,4 The Owner has failed to fur7rish to the Contactor promptly, upon the Contactor's request, reasonable evidence as required by Section 2.2.1. AIA Document A232T"~ - 2009 (formerly A201 T~nCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 39 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) § 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Conriactor or a Subconh•actor, Sub-subconh•actor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract ~~~ith the Conh•actor, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 14.3 cous6tute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. § 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven days' written notice to the Owner, Construction Manager and Architect, terminate the Conhact and recover fi•om the Owner payment for Work executed including reasonable overhead and profit, costs incurred by reason of such termination, and damages. § 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Conh•actor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Conhactor because the Owner has repeatedly failed to fulfill the Owner's obligations under the Conh•act Documents with respect to matters important to the progress of the Worlc, the Conh•actor may, upon seven additional days' written notice to the Owner, Construction Manager and Architect, terminate the Conh•act and recover fi•om the Owner as provided in Section 14.1.3. § 14.2 Termination by the Owner for Cause § 14.2.1 The Owner may terminate the Conhact if the Conh•actor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. § 14.2.2 When any of the above reasons exist, the Owner, after consultation with the Consh•uction Manager, and upon certification by the Initial Decision Maker that sufficient cause exists to justify such action, may without prejudice to any other rights or remedies of the Owner and after giving the Conh•actor and the Conh•actor's surety, if any, seven days' written notice, terminate employment of the Conh•actor and may, subject to any prior rights of the surety: .1 Exclude the Conh•actor fi•om the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 Accept assigmnent of subcontracts pursuant to Section 5.4; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Conh•actor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 14.2.3 When the Owner terminates the Conh•act for one of the reasons stated in Section 14.2.1, the Conh•actor shall not be entitled to receive further payment until the Work is finished. § 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Conshuction Manager's and 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 unpaid balance, the Conh•actor shall pay the difference to the Owner. The amount to be paid to the Conh•actor or Owner, as the case may be, shall, upon application, be certified by the Initial Decision Maker after consultation with the Construction Manager, and this obligation for payment shall survive termination of the Conhact. § 14.3 Suspension by the Owner for Convenience § 14.3.1 The Owner may, without cause, order the Conh•actor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. § 14.3.2 The Contract Sum and the Conh•act Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Conh•act Sum shall include profit. No adjustment shall be made to the extent: AIA Document A232T"' - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 40 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Conh•actor is responsible; or .2 that an equitable adjustment is made or denied under another provision of this Conttact. § 14.4 Termination by the Owner for Convenience § 14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. § 14.4.2 Upon receipt of written notice fi•om the Owner of such ternnation for the Owner's convenience, the Contractor shall .1 cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Worlt directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcolltf•acts and purchase orders and enter into no further subcontracts and purchase orders. § 14.4.3 In case of such termination for the Owner's convenience, the Conh•actor shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed. ARTICLE 15 CLAIMS AND DISPUTES § 15.1 Claims § 15.1.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, or other relief with respect to the terms of the Couhact. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract The responsibility to substantiate Claims shall rest with the party malting the Claim. § 15.1,2 Notice of Claims, Claims by either the Owner or Contractor must be initiated by written notice to the other party and to the Initial Decision Maker with a copy sent to the Consh•uction Manager and Architect, if the Consn•uction Manager and or Architect is not serving as the Initial Decision Maker. Claims by either party must be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. § 15.1.3 Continuing Contract Performance. Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 14, the Contractor shall proceed diligently with performance of the Contract.and the Owner shall continue to make payments in accordance with the Cont1act Documents. The Conshuction Manager will prepare Change Orders and the Architect will issue a Certificate for Payment or Project Certificate for Payment in accordance with the decisions of the Initial Decision Maker. § 15.1.4 Claims for Additional Cost If the Conh•actor wishes to make a Claim for an increase in the Conttact Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.3. § 15.1.5 Claims for Additional Time § 15.1.5.1 If the Conttactor wishes to make a Claim for an increase in the Conh•act Time, written notice as provided herein shall be given. The Conh•actor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. hl the case of a continuing delay only one Claim is necessary. § 15,1.5.2 If adverse weather conditions are the basis for a Claim for additional dine, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled consh•uction. § 15.1.6 Claims for Consequential Damages. The Conh•actor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes .1 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 AIA Document A232T^~ - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. - 41 This document was produced by AIA software at 09:02:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) .2 damages incurred by the Contactor 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 fi•om the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination >11 accordance with Article 14. Notl>;ng contained in this Section 15.1.6 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Contact Documents. § 15.2 Initial Decision § 15.2.1 Claims, excluding those arishig under Sections 10.3, 10.4, 11.3.9, and 11.3.10, shall be referred to the Initial Decision Maker for initial decision, The Architect will serve as the Initial Decision Maker, unless otherwise indicated in the Agreement. Except for those Claims excluded by this Section 15.2.1, an initial decision shall be required as a condition precedent to mediation of any Claim arising prior to the date final payment is due, unless 30 days have passed after the Claim has been referred to the Initial Decision Maker with no decision having been rendered. Unless the hlitial Decision Maker and all affected parties agree, the hutial Decision Maker will not decide disputes between the Contactor and persons or entities other than the Owner. § 15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1) request additional supporting data fi•om the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that, in the Initial Decision Maker's sole discretion, it would be inappropriate for the Initial Decision Maker to resolve the Claim. § 15.2.3 hi evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information fi•om either party or fi•om persons with special knowledge or expertise who may assist the h~itial Decision Maker in rendering a decision. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense. § 15.2.4 If the hlitial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of such request, and shall either (1) provide a response on the requested supporting data, (2) advise the hnitial Decision Maker when the response or supporting data will be furnished or (3) advise the h>itial Decision Maker thariio supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Initial Decision Maker will either reject or approve the Claim in whole or in part. § 15.2.5 The Initial Decision Maker will render an it>itial decision approving or rejecting the Claim, or indicating that the 11>itial Decision Maker is unable to resolve the Claim. This initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) notify the parties and the Architect and Construction Manager, if the Architect or Construction Manager is not serving as the Initial Decision Maker, of airy change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute resolution. § 15.2.6 Either party tray file for mediation of an initial decision at any tithe, subject to the teams of Section 15.2.6.1. § 15.2.6.1 Either parry may, within 30 days fi•om the date of an initial decision, demand in writing that the other party file for mediation within 60 days of the initial decision. If such a demand is made and the party receiving the demand fails to file for mediation within the time required, then both parties waive their rights to mediate or pw•sue binding dispute resolution proceedings with respect to the initial decision. § 15.2.7 hi the event of a Claim against the Contractor, the Otvner may, but is not obligated to, notify the surety, if any of the nature and amount of the Claim. If the Claim relates to a possibility of a Contactor's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the cont•oversy. § 15.2.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. Init. AIA Document A232T^~ - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. ~ This document was produced by AIA software at 09:02:47 on 02(01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) 42 § 15.3 Mediation § 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Conhact except those waived as provided for in Sections 9.10.4, 9.10.5, and 15.1.6 shall be subject to mediation as a condition precedent to binding dispute resolution. § 15.3.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be administered by the Amer7can Arbit•ation Association h1 accordance with its Const•uction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other parry to the Contact, and filed with the person or entity admilistering the mediation. The request maybe made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution 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 of the parties or court order. If an arbitration is stayed pursuant to this Section 15.3.2, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 15.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 15.4 Arbitration § 15.4.1 If the parties have selected arbitration as the method for binding dispute resolution in the Agreement, any Claim subject to, but not resolved by, mediation shall be subject to arbitration which, miles the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Const•uction Indust•y Arbih•ation Rules in effect on the date of the Agreement. A demand for arbitration shall be made in writing, delivered to the other party to the Contact; and filed with the person or entity administering the arbitration. The party filing a notice of demand for arbitration must assert in the demand all Claims then lulown to that party on which arbitration is permitted to be demanded. § 15.4.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a «nitten demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the Claim. § 15.4.2 The award rendered by the arbitator or arbitrators shall be final, and judgment maybe entered upon it in accordance with applicable law in any court having jurisdiction thereof, § 15.4.3 The foregoing agreement to arbitate and other agreements to arbitate with an additional person or entity duly consented to by parties to the Agreement shall be specifically enforceable under applicable law in any court having jurisdiction thereof. § 15.4.4 Consolidation or Joinder § 15.4.4.1 Either party, at its sole discretion, tray consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governnlg the other arbitration permits consolidation, (2) the arbit•ations to be consolidated substantially involve conmion questions of law or fact, and (3) the arbih•ations employ materially similar procedm•al rules and methods for selecting arbitrator(s). § 15.4.4.2 Either party, at its sole discretion, may include by joinder persons or enfities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded iu arbitrafion, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of airy claim, dispute or other matter in question not described in the written consent. § 15.4.4.3 The Owner and Contractor grant to any person or entity made a party to an arbitration conducted under this Section 15.4, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner and Contractor under this Agreement. AIA Document A232T^" - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. .~ 43 This document was produced by AIA software at 09:0'L:47 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1481140079) iti®ns and elti®ns ep®rf f®r AIA Document C 132T ~ - 2009 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 16:35:50 on 02/05/2013. PAGE1 AGREEMENT made as of the 1st day of February in the year 2013 City of Meridian 33 E. Broadway Meridian, ID 83642 Beniton Conshuction P.O. Box 838 Meridian, ID 83680 Adminishation Building Wastewater Treatment Plant 3401 N. Ten Mile Rd. Meridian, ID 83642 Johnson Architects 36 E. Pine Ave. Meridian, ID 83642 PAGE 2 2013 -2017 CIP WWTP Proiects New 3-story, 8,000 sduare foot building on the water treatment campus Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00) 2/1/2013 Additions and Deletions Report for AIA Document C132Th1 - 2009 (formerly 8801 Th1CMa -1992). Copyright ©1973. 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. This document was produced by AIA software at 16:35:50 on 02/05/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1164725605) 6/ 1 /2013 PAGES 6/ 1 /2014 Competitive bid with multiple p17me contracts. Multiple bid packages to be developed LEED Desitm Consideration David Allison, Project Manager Citv of Meridian 33 E. Broadway Meridian. ID 83642 Johnson Architects 36 E. Pine Ave. Meridian, ID 83642 Construction Mana;;er Johnson Architects Johnson Architects PAGE 4 Bryce Parker, Project Manager Beniton Consh•uction P.O. Box 838 Meridian, ID 83680 Superintendent and Project En ineer Additions and Deletions Report for AIA Document C132T~^ - 2009 (formerly 6801 Tr^CMa -1992). Copyright ©1973. 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. This document was produced by AlAfsoftware at 16:35:50 on 02/05/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1164725605) Beniton Construction None None None PAGE 5 § 2.6.1 Comprehensive General Liability with policy limits of not less than Two Million and No/100 Dollars ($ 2,000,000.00) for each occurrence and in the aggregate for bodily injury and property damage. § 2.6.2 Automobile Liability covering owned and rented vehicles operated by the Construction Manager with policy limits of not less than Two Million and No/100 Dollars ($ 2 000,000.00) combined single limit and aggregate for bodily injury and property damage. § 2.6.4 Workers' Compensation at statutory limits and Employers Liability with a policy linut of not less than One Million and No/100 Dollars ($ 1,000,000.00 ). § 2.6.5 Professional Liability covering the Construction Manager's negligent acts, errors and omissions in its performance of services with policy limits of not less than Two Million and No/100 Dollars ($ 2,000,000.00) per claim and in the aggregate. PAGE 11 § 4.1.1 Measured drawings Owner § 4.1.2 Architectural interior design (B252T~r-2007) Owner § 4.1.3 Tenant-related services Owner § 4.1.4 Commissioning (B211TM-2007) Owner § 4.1.5 LEED`S' certification (B214TAr-2007 Owner § 4.1.6 Furniture, furnishings, and equipment design (B253T"'-2007) Owner PAGE 12 None § 4.3.3 If the services covered by this Agreement have not been completed within Seventeen (17) months of the date of this Agreement, through no fault of the Consh•uction Manager, extension of the Construction Manager's services beyond that time shall be compensated as Additional Services. PAGE 16 Additions and Deletions Report for AIA Document C132T'" - 2009 (formerly 8801T'"CMa -1992). Copyright ©1973. 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 3 This document was produced by NIA software at 16:35:50 on 02/05/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1164725605) PAGE 10 Sixty Four Thousand Four Hundred Seventy Five and No/100 Dollars ($64,475,00). Five monthlypayments of Twelve Thousand Eight Hundred Ninety Five and Nol100 Dollars ($12,895.00), starting Februar 2 One Hundred Sixty One Thousand Two Hundred Two and No/100 Dollars ($161,202.00) billed in equal monthly payments throughout consh•uction. Cost of the work plus 8% Cost of the work plus 8% § 11,4 Compensation for Additional Services of the Consttuuction Manager's consultants when not included in Sections 11.2 or 11.3, shall be the amount invoiced to the Construction Manager plus six percent (6 %), or as otherwise stated below: N/A PAGE 19 Emaloyee or Category Rate 0.00 Clerical 35.00 Estimator 68.00 Superintendent* $1,900.00 Weekly Accountin>; $65.00 Project Manager $72.00 Consh•uction Manager $98 *Does not include Superintendent's vehicle fuel. § 11.6.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Consh•uction Manager and the Construction Manager's consultants directly related to the grejee~-Proiect and are estimated not to exceed $272,890.00 and are, as follows: § 11.6.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Conshuction Manager and the Construction Manager's consultants plus zero percent (0 %) of the expenses incurred. § 11.7.1 An initial payment of zero ($ 0) shall be made upon execution of this Agreement and is the minimmn payment under this Agreement. It shall be credited to the Owner's account in the final invoice. § 11.7.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Construction Manager's invoice. Amounts unpaid sixty (60 Additions and Deletions Report for AIA Document C132T~^ -2009 (formerly B801TM"CMa - 1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 4 expires on 01/14/2014, and is not for resale. User Notes: This document was produced by AIA software at 16:35:50 on 0 210 5/20 1 3 under Order No.1005957857_1 which (1164725605) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing fi•om time to tune at the principal place of business of the Construction Manager. Zero percent 0 PP,GE 20 § 12.1 Funding § 12.1.1 The Consh•uction Manager shall be compensated for CM Services and reimbursables on aNot-To-Exceed basis as provided above for the Not-To-Exceed amount of $498,567.00. Compensation is scheduled to be paid fi•om two fiscal years, $64,479.00 in FYl3 (10/1/12 -9/30/13) and $434,088.00 in FY14 (10/1/13 - 9/30/14). Therefore continuation of the pro'ecl t beyond 9/30/13 and the current budget amount of $64,479.00 is subiect to City Council approval of the FY14 bud;;et. If the City Council fails to appropriate funds to continue ~avment beyond $64,479.00, Ci may terminate tl>ss agreement and Consh•uction Manager will relieve City of any further obligation. Consh•uction Manager must NOT incur costs for any work that exceeds $64,479.00 prior to October 1, 2013. It is the Construction Mana>?ers responsibility to adhere to the schedule and the amounts listed above. Not used Not used AIA 232 - 2009 General Conditions Doug Nichols, Vice President Additions and Deletions Report for AIA Document C132TM1~ - 2009 (formerly B801 T'"CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. expires on 01/1 4120 1 4, and is not for resale. User Notes: This document was produced by AIA software at 16:35:50 on 02/05/2013 under Order No.1005957857_1 which (1164725605) e~tifi~tin f ®ccerrrnt' uthenticity AIA® Document D401 TM - 2003 I, Doug Nichols, hereby certify, to the best of my laiowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 16:35:50 on 02/05/2013 under Order No. 1005957857_1 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA' Document C132TM - 2009, Standard Form of Agreement Between Owner and Construction Manager as Adviser, as published by the AIA in its software, other than those additions and deletions sho~~m in the associated Additions and Deletions Report. - - __ (Signed) (Title) (Dated) , AIA Document D401 T"' - 2003. Copyright ©1992 and 2003 by The American Institute of Architects. All rights reserved. This document was produced by 1 AIA software at 16:35:50 on 02/05/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1164725605) iti®ns n leti®n ®rt f®r AIA Document C132TM - 2009 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 13:54:21 on 02/01/2013. PAGE1 AGREEMENT made as of the 1st day of Februaty in the year 2013 City of Meridian 33 E. Broadway Meridian. ID 83642 Beniton Conshuction P.O. Box 838 Meridian, ID 83680 Adminishation Buildin>; Wastewater Treatment Plant 3401 N. Ten Mile Rd. Meridian, ID 83642 Johnson ?.t•chitects 36 E. Pine Ave. Meridian, ID 83642 PAGE 2 2013 -2017 CIP WWTP Projects New 3-story 8 000 square foot building on the water h•eatrnent campus Three Million Five Hundred Thousand and No/100 Dollars ($3 500 000 00) 2/1/2013 Aaa+uons antl Deletions Report for AIA Document C132T^+ - 2009 (formerly 8801 T'^CMa - 1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. ,~,~ This document was produced byAlA software at 13:54:21 on 02/01/2013 under Order No.1005957857 1 which expires on 01/14/2014, and is not for resale. - UserNotes: (1831945272) 6/ 1 /2013 PAGE 3 6/1/2014 Competitive bid with multiple prime conh•acts. Multi le bid packages to be developed LEED Design Consideration David Allison, Project Mana er City of Meridian 33 E. Broadwav Meridian, ID 83642 Johnson Architects 36 E. Pine Ave. Meridian, ID 83642 Construction Manager Johnson Architects Johnson Architects PAGE 4 Bryce Parker, Project Manager Beniton Construction P.O. Box 838 Meridian. ID 83680 Superintendent and Project Engineer Additions and Deletions Report for AIA Document C132T~^ - 2009 (formerly 8801 T""CMa - 1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 2 This document was produced by AIA software at 13:54:21 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1831945272) Beniton Conshuction None None None PAGE 5 § 2.6.1 Comprehensive General Liability with policy lin>its of not less than Two Million and No/100 Dollars ($ 2,000,000.00) for each occurrence and in the aggregate for bodily injury and property damage. § 2.6.2 Automobile Liability covering owned and rented vehicles operated by the Conshuction Manager with policy linuts of not less than Two Million and No/100 Dollars ($ 2,000,000.00) combined single limit and aggregate for bodily injury and property damage. § 2.6.4 Workers' Compensation at statutory limits and Employers Liability with a policy limit of not less than One Million and No/100 Dollars ($ 1 000,000.00 ). § 2.6.5 Professional Liability covering the Construction Manager's negligent acts, errors and omissions in its performance of services with policy limits of not less than Two Million and No/100 Dollars ($ 2,000,000.00) per claim and in the aggregate. PAGE 11 § 4.1.1 Measured drawings Owner § 4.1.2 Architectural interior design (B252T"'-2007) Owner § 4.1.3 Tenant-related services Owner § 4.1.4 Commissioning (B2llT"' 2007 Owner § 4.1.5 LEED`x' certification (B214T"'-2007 Owner § 4.1.6 Furniture, furnishings, and equipment design (B253T^'-2007) Owner PAGE 12 None § 4.3.3 If the services covered by this Agreement have not been completed within Seventeen (17) months of the date of this Agreement, through no fault of the Construction Manager, extension of the Conshuction Manager's services beyond that time shall be compensated as Additional Services. PAGE 16 Additions and Deletions Report for AIA Document C132TM1~ - 2009 (formerly 8801T~^CMa - 1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 3 expires on 01/14/2014, and is not for resale. User Notes: This document was produced by AIA software at 13:54:21 on 02/01/2013 under Order No.1005957857_1 which (1831945272) [ X ] Othei° (S~eci~~) PAGE 18 Sixty Four Thousand Four Hundred Seventy Five and No/100 Dollars ($64,475.00). Five monthly payments of Twelve Thousand Ei>?ht Hundred Ninety Five and No/100 Dollars ($12,895.00 ,starting Februar, 2 One Hundred Sixty One Thousand Two Hwrdred Two and No/100 Dollars ($161,202.00) billed in equal monthly payments throughout consh•uction. Cost of the work plus 8% Cost of the work plus 8% § 11.4 Compensation for Additional Services of the Construction Manager's consultants when not included in Sections 11.2 or 11.3, shall be the amount invoiced to the Construction Manager plus six percent (6 %), or as otherwise stated below: N/A PAGE 19 Employee or Category Rate 0.00 Clerical 35.00 Estimator 68.00 Superintendent' $1,900.00 Weekly Accounting $65.00 Proiect Manager 72.00 Construction Manager 98 *Does not include SuUerintendent'syehicle fuel. § 11.6.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Construction Manager and the Construction Manager's consultants directly related to the P~e•{ee~Project and are estimated not to exceed $272,890.00 and are, as follows: § 11.6.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Construction Manager and the Construction Manager's consultants plus zero percent (0 %) of the expenses incurred. § 11.7.1 An initial payment of zero ($ 0) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account in the final invoice. § 11.7.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Construction Manager's invoice. Amounts unpaid six (60 Additions and Deletions Report for AIA Document C132TM - 2009 (formerly B801T'^CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 4 This document was produced by AIA software at 13:54:21 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1831945272) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Construction Manager. Zero percent 0 PAGE 20 § 12.1 Funding § 12.1.1 The Consh•uction Manaf?er shall be compensated for CM Services and reimbursables on aNot-To-Exceed basis as provided above for the Not-To-Exceed amount of $498,567.00. Compensation is scheduled to be paid fi•om two fiscal years, $142,448.00 in FY13 (10/1/12 - 9/30/13) and $356,119.00 in FY14 (10/1/13 -9/30/14. Therefore continuation of the project beyond 9/30/13 and the current budget amount of $142,448.00 is subject to City Council approval of the FY14 budget. If the City Council fails to appropriate funds to continue ~ayment beyond $142,448.00, City may terminate this agreement and Construction Manager will relieve Cit~y further oblation. Construction Manager must NOT incur costs for any work that exceeds $142,488.00 prior to October 1, 2012. It is the Construction Mana erg s responsibility to adhere to the schedule and the amounts listed above. AIA 232 - 2009 General Conditions •~ Doug Nichols, Vice President Additions and Deletions Report for AIA Document C132T'~ - 2009 (formerly B801 T''~CMa - 1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 5 This document was produced by AIA software at 13:54:21 on 02/01/2013 under Order No.1005957857_1 which expires on 0 111 4/201 4, and is not for resale. User Notes: (1831945272) ~\\r `;1~ TR1 Standard ®rrn ®f reernent eeen weer and ®n~tructi®n Manager Adviser AGREEMENT made as of the lst day of Februafy in the year 2013 (b1 words, indicate day, mo~rth mtd year.) ADDITIONS AND DELETIONS: The author of this document has BETWEEN the Owner: added information needed for its (Nmne, legal stattrs, address and other information) completion, The author may also have revised the text of the original City of Meridian AIA standard form. An Additions and 33 E. Broadway Deletions Report that notes added Meridian, ID 83642 information as well as revisions to the standard form text is available and the Construction Manager: from the author and should be (Nmne, legal status, address and other h formation) reviewed. A vertical line in the left margin of this document indicates Beniton Consh•uction where the author has added P.O. Box 838 necessary information and where Meridian ID 83680 the author has added to or deleted , from the original AIA text. for the following Pt'oject: This document has important legal (Name, location mid detailed description) consequences. Consultation with an attorney is encouraged with respect Lab Building Expansion to its completion or modification. Wastewater Treatment Plant This document is intended to be 3401 N. Ten Mile Rd. used in conjunction with AIA Mel'Idtan, ID 83642 Documents A132T^'-2009, Standard Form of Agreement Between Owner The Architect: and Contractor, Construction (Nmne, legal status, address and'other information) Manager as Adviser Edition; A232T"'-2009, General Conditions SPF Water Engineering of the Contract for Construction, 300 E. Mallard Drive Construction Manager as Adviser Suite 350 Edition; and B132T"~"-2009, Standard Boise, ID 83706 Form of Agreement Between Owner and Architect, Construction Manager The Owner and Consh•uction Manager agree as follows, as Adviser Edition. AIA Document A232T'"-2009 is adopted in this document by reference. Do not use with other general conditions unless this document is modified. AIA Document C132T^' - 2009 (formerly 8801 T^'CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. not for resale. User Notes: This document was produced by AIA software at 09:12:28 on 02(0112013 under Order No.1005957857_1 which expires on 01/14/2014, and is (1851876417) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES 3 SCOPE OF CONSTRUCTION MANAGER'S BASIC SERVICES 4 ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION § 1.1 Tl>is Agreement is based on the Initial Information set forth in this Section 1.1. (Note the disposition for the folloll~i~~g items by inserting the requested information or a stateme~~t scrch as 'Slot applicable, " "Lt791t1101Y/7 at t1771e Of &~eCl/17017"OT' "t0 b2 det2771nned later b}~ 177LltLlal agl'eelienr'~ § 1.1.1 The Owner's program for the Project: (Identi~~ documentation or state the manner in 1vlrich the program >7~ill be del~eloped.) 2013 - 2017 CIP WWTP Projects § 1.1.2 The Project's physical characteristics: (Identif ~ or describe, if appropriate, size, location, dimensions, or other perti~~ent informatim~, such as geotecln7ical reports; site, boamdarp mid topographic surveys; h•a~c and tttilin~ studies; a1~ailabilil7~ ofpcrblic m/d pril~ate trt7lities and se~~~ices; legal descript7on of the site; etc.) 2-story, 6,000 square foot expansion § 1.1.3 The Owner's budget for the Cost of the Work, as defined in Section 6.1: (Pro>>ide total and, if1a1o1tn1, a line item breahdo~ln~.) Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) § 1.1.4 The Owner's anticipated design and construction schedule: .1 Design phase milestone dates, if airy: 2/1/2013 - 6/1/2013 .2 Commencement of construction: 6/1/2013 Init. AIA Document C132T0.1- 2009 (formerly 8801 T"CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. ~ € 2 t This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1851876417) .3 Substantial Completion date or milestone dates: 6/ 1 /2014 .4 Other: § 1.1.5 The Owner intends the following procurement method for the Project: (Identify method such as compeNtil~e bid, negotiated Contract or multiple Prime Co»h•crcts.) Competitive bid with multiple prime conhacts. § 1,1.6 The Owner's requirements for accelerated or fast-track scheduling, multiple bid packages, or phased construction are set forth below: (List ntanber and type of bid/yrocln•ement packages.) Multiple bid packages to be developed § 1.1.7 Other Project information: (Identify special characteristics or needs of the Project notpro>>ided elsert~here, such as eni~iromnentally responsible design or historic presewation requirements.) LEED Design Considerations § 1.1,8 The Owner identifies the following representative in accordance with Section 5.5: (List name, address and other ittfo»~tation,) David Allison, Project Manager Ciry of Meridian 33 E. Broadway Meridian, ID 83642 § 1.1.9 The persons or entities, in addition to the Owner's representative, who are required to review the Construction Manager's submittals to the Owner are as follows: (List name, address and other i~ formation.) SPF Water Engineering 300 E. Mallard Drive Suite 350 Boise, ID 83706 § 1.1.10 Unless provided by the Consh•uction Manager, the Owner will retain the following consultants and contractors: (List name, legal status, address and other infoi7natio~l.) .1 Land Surveyor: Not required .2 Geoteclnucal Engineer: Provided by SPF Water Engineering .3 Civil Engineer: Provided by SPF Water Engineering AIA Document C132T"~ - 2009 (formerly 8801 T'^CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 3 :ar This document was produced by AIA software al 09:12:28 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1851876417) 4 Other: (List any other consultants r•etaiared Up the Orl~rrer, larch as a Project or Progrmra 117maager, or corastrtacfiora contractor.) § 1.1,11 The Construction Manager identifies the followilig representative in accordance with Section 2.4: (List name, address and otlaer is formation.) Bryce Parker, Project Manager Beniton Construction P.O. Box 838 Meridian, ID 83680 (208)884-0027 § 1.1.12 The Consh•uction Manager's staffing plan as required under Section 3.3.2 shall include: (List may specifac requirements and personnel to be included in the staffaragplma, iflnlolrnr.) Superintendent and Project Engineer § 1.1.13 The Consh•uction Manager's consultants retained under Basic Services, if any: Cost Estimator: (List name, legal status, address and other infoazaaation.) Beniton Conshuction .2 Other consultants: None § 1.1.14 The Consh•uction Manager's consultants retained under Additional Services: None § 1.1.15 Other Initial Information on which the Agreement is based: None § 1.2 The Owner and Construction Manager may rely on the Initial Information. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Construction Manager shall appropriately adjust the schedules, the Construction Manager's services and the Construction Manager's compensation. ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES § 2.1 The Construction Manager shall provide the services as set forth in this Agreement. § 2.2 The Consh•ucfion Manager shall perform its services consistent with the skill and care ordinarily provided by construction managers practicing in the same or similar locality under the same or similar circumstances. The Construction Manager shall perform its services as expeditiously as is consistent with such skill and care and the orderly progress of the Project. § 2.3 The Consh•uction Manager shall provide its services in conjunction with the services of an Architect as described in AIA Document B132TM-2009, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition. The Construction Manager shall not be responsible for actions taken by the Architect. AIA Document C132Th~ - 2009 (formerly 8801 T'"CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. not for resale. User Notes: This document was produced by AIA software at 09:12:28 on 0 2101 /2 0 1 3 under Order No.1005957857_1 which expires on 01/14/2014, and is (1851876417) § 2.4 The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project. § 2.5 Except with the Owner's knowledge and consent, the Construction Manager shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Construction Manager's judgment with respect to this Project. § 2,6 The Construction Manager shall maintain the following insurance for the duration of this Agreement If any of the requirements set forth below exceed the types and limits the Constuction Manager normally maintains, the Owner shall reimburse the Construction Manager for any additional cost. § 2.6.1 Comprehensive General Liability with policy limits of not less than Two Million and No/100 Dollars ($ 2,000,000.00) for each occurrence and in the aggregate for bodily injury and property damage. § 2.6.2 Automobile Liability covering owned and rented vehicles operated by the Construction Manager with policy limits of not less than Two Million and No/100 Dollars ($ 2,000,000.00) combined single limit and aggregate for bodily injury and property damage. § 2.6.3 The Construction Manager tray use umbrella or excess liability insurance to achieve the required coverage for Comprehensive General Liability and Automobile Liability, provided that such umbrella or excess insurance results in the same type of coverage as required for the individual policies. § 2.6.4 Workers' Compensation at statutory limits and Employers Liability with a policy limit of not less than One Million and No/100 Dollars ($ 1,000,000.00 ). § 2.6.5 Professional Liability covering the Construction Manager's negligent acts, errors and omissions in its performance of services with policy limits of not less than Two Million and No/100 Dollars ($ 2,000,000.00) per claim and in the aggregate. § 2.6.6 The Construction Manager shall provide to the Owner certificates of insurance evidencing compliance with the requirements in this Section 2.6. The certificates will show the Omer as an additional insured on the Comprehensive General Liability, Automobile Liability, umbrella or excess policies. ARTICLE 3 SCOPE OF CONSTRUCTION MANAGER'S BASIC SERVICES § 3.1 Definition The Constuction Manager's Basic Services consist of those described in Sections 3.2 and 3.3 and include usual and customary construction coordination and scheduling, const•uctability review, cost estimating, and allocation of construction activities among the Multiple Prime Contractors. § 3.2 Preconstruction Phase § 3.2.1 The Const•uctiori Manager shall review the program furnished by the Owner and any evaluation of the Owner's program provided by the Architect, to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner and Architect. § 3.2,2 The Construction Manager shall provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other. § 3.2.3 The Construction Manager shall prepare, and deliver to the Owner, a written Construction Management Plan that includes, at a mininmm, the following: (1) preliminary evaluations required in Section 3.2.2, (2) a Project schedule, (3) cost estimates, (4) recommendations for Project delivery method, and (5) Contractors' scopes of Work, if multiple Contractors or fast-track conshuction will be used. The Construction Manager shall periodically update the Constuction Management Plan over the course of the Project. § 3,2.4 Based on preliminary design and other design criteria prepared by the Architect, the Construction Manager shall prepare preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume or similar conceptual estimating techniques for the Architect's review and Owner's approval. If the Architect AIA Document C132TM - 2009 tformerly B801 T"'CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 5 not for resale. User Notes: This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (1851876417) suggests alternative materials and systems, the conshuction Manager shall provide cost evaluations of those alternative materials and systems and may also provide its own suggestions. § 3.2.5 The Consh•uction Manager shall expeditiously review design documents duruig their development and advise the Owner and Architect on proposed site use and improvements, selection of materials, and building systems and equipment. The Consh•uction Manager shall also provide recommendations to the Owner and Architect on constructability, availability of materials and labor, sequencing for phased construction, time requirements for procurement, installation and construction, and factors related to conshuction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life-cycle data, and possible cost reductions. § 3.2.6 The Consh uction Manager shall prepare and periodically update the Project schedule included in the Consh•uction Management Plan fot• the Architect's review and the Owner's acceptance. The Construction Manager shall obtain the Architect's approval for the portion of the Project schedule relating to the performance of the Architect's services. The Project schedule shall coordinate and integrate the conshuction Manager's services, the Architect's services, other Owner consultants' services, and the Owner's responsibilities and highlight items that could affect the Project's timely completion. § 3.2.7 As the Architect progresses with the preparation of the Schematic Design, Design Development and Consh•uction Documents, the conshuction Manager shall prepare and update, at appropriate intervals agreed to by the Owner, Construction Manager and Architect, estimates of the Cost of the Work of increasing detail and refinement The conshuction Manager shall include appropriate contingencies for design, bidding or negotiating, price escalation, and market conditions in the estimates of the Cost of the Work. Such estimates shall be provided for the P,r•chitect's review and the Owner's approval. The conshuction Manager shall advise the Owner and Architect if it appears that the Cost of the Work may exceed the Owner's budget and make recommendations for corrective action. § 3.2.8 As the Architect progresses with the preparation of the Schematic Design, Design Development and Conshruction Documents, the conshuction Manager shall consult with the Owner and Architect and make recommendations whenever the Construction Manager determines that design details adversely affect constructability, cost or schedules. § 3.2.9 The Construction Manager shall provide recommendations and information to the Owner and Architect regarding the assignment of responsibilities for temporary Project facilities and equipment, materials and services for common use of the Contractors. The Construction Manager shall verify that such requirements and assignment of responsibilities are included in the proposed Contract Documents. § 3.2.10 The Consh•uction Manager shall provide recommendations and infomlation to the Owner regarding the allocation of responsibilities for safety programs among the Conhactors. § 3.2.11 The Construction Manager shall provide reconunendations to the Owner on the division of the Project into individual Contracts for the conshuction of various categories of Work, including the method to be used for selecting Conh•actors and awarding Contracts. If multiple Contracts are to be awarded, the Conshuctiou Manager shall review the Drawings and Specifications and make reconunendations asrequired to provide that (1) the Work of the Conhactors is coordinated, (2) all requirements for the Project are assigned to the appropriate Conhact, (3) the likelihood of jurisdictional disputes is minimized, and (4) proper coordination is provided for phased conshuction. § 3.2.12 The Construction Manager shall update the Project schedule to include the components of the Work, including phasing of construction, times of commencement and completion required of each Conh•actor, ordering and delivery of products, including those that must be ordered well in advance of conshuction, and the occupancy requirements of the Owner. § 3.2.13 The Consh•uction Manager shall expedite and coordinate the ordering and delivery of materials, including those that must be ordered well in advance of construction. , § 3.2.14 The Construction Manager shall assist the Owner in selecting, retaining and coordinating the professional services of surveyors, special consultants and testing laboratories required for the Project. AIA Document C132TM - 2009 (formerly B801 TMCMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. ~ This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1851876417) § 3.2.15 The Construction Manager shall provide an analysis of the types and quantities of labor required for the Project and review the availability of appropriate categories of labor required for critical phases. The Conshuction Manager shall make recommendations for actions designed to minimize adverse effects of labor shortages. § 3.2.16 The Conshuction Manager shall assist the Owner in obtaining information regarding applicable requirements for equal employment opportunity programs, and od~er programs as may be required by governmental and for quasi goverrmlental authorities for inclusion in the Contract Documents. § 3.2.17 Following the Owner's approval of the Drawings and Specifications, the Construction Manager shall update and submit the latest estimate of the Cost of the Work and the Project schedule for the Architect's review and the Owner's approval. § 3.2.18 The Conshuction Manager shall submit the list of prospective bidders for the Architect's review and the Owner's approval. § 3.2.19 The Construction Manager shall develop bidders' interest in the Project and establish bidding schedules. The Construction. Manager, with the assistance of the Architect, shall issue bidding documents to bidders and conduct pre-bid conferences with prospective bidders. The Conshuction Manager shall issue the current Project schedule with each set of bidding documents. The Construction Manager shall assist the Architect with regard to questions fi•om bidders and with the issuance of addenda. § 3.2.20 The Construction Manager shall receive bids, prepare bid analyses and make recommendations to the Owner for the Owner's award of Contracts or rejection of bids. § 3.2.21 The Conshuction Manager shall assist the Owner in preparing Conshuction Contracts and advise the Owner on the acceptability of Subcontractors and material suppliers proposed by Multiple Prime Contractors. § 3.2.22 The Conshuction Manager shall assist the Owner in obtaining building permits and special permits for permanent improvements, except for permits required to be obtained directly by the various Multiple Prime Contractors. The Construction Manager shall verify that the Owner has paid applicable fees and assessments. The Construction Manager shall assist the Owner and Architect in connection with the Owner's responsibility for filing documents required for the approvals of governmental authorities having jurisdiction over the Project. § 3.3 Construction Phase Administration of the Construction Contract § 3.3.1 Subject to Section 4.3, the Construction Manager's responsibility to provide Conshuction Phase Services commences with the award of the initial Conhact for Construction and terminates on the date the Architect issues the final Certificate for Payment. § 3.3.2 The Conshuction Manager shall provide a staffing plan to include one or more representatives who shall be in attendance at the Project site whenever the Work is being performed. § 3.3.3 The Conshuction Manager shall provide on-site administration of the Contacts for Conshuction in cooperation with the Architect as set forth below and in AIA Document A232T"r-2009, General Conditions of the Contact for Construction, Conshuction Manager as Adviser Edition. If the Owner and Contractor modify AIA Document A232-2009, those modifications shall not affect the Conshuction Manager's services under this Agreement unless the Owner and the Construction Manager amend this Agreement. § 3.3.4 The Conshuction Manager shall provide adminish•ative, management and related services to coordinate scheduled activities and responsibilities of the Multiple Prime Contractors with each other and with those of the Conshuction Manager, the Owner and the Architect The Construction Manager shall coordinate the activities of the Multiple Prime Contractors in accordance with the latest approved Project schedule and the Conhact Documents. § 3.3.5 Utilizing the construction schedules provided by the Multiple Prime Contractors, the Construction Manager shall update the Project schedule, incorporating the activities of the Owner, Architect, and Multiple Prime Contactors on the Project, including activity sequences and durations, allocation of labor and materials, processing of Shop Drawings, Product Data and Samples, and delivery and procurement of products, including those that must be ordered well in advance of construction. The Project schedule shall include the Owner's occupancy requirements AIA Document C132TM - 2009 (formerly B801 T61CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. ~ This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1851876417) showing portions of the Project having occupancy priority. The Construction Manager shall update and reissue the Project schedule as required to show current conditions. If an update indicates that the previously approved Project schedule may not be met, the Construction Manager shall recommend corrective action, if any, to the Owner and Architect. § 3.3.6 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress, coordination, and scheduling of the Work. The Construction Manager shall prepare and promptly disriibute minutes to the Owner, Architect and Multiple Prime Contractors. § 3.3.7 Utilizing information fi•om the Multiple Prime Contractors, the Conshuction Manager shall schedule and coordinate the sequence of construction and assigrunent of space in areas where the Multiple Prime Conri•actors are performing Work, in accordance with the Contract Documents and the latest approved Project schedule. § 3.3.8 The Construction Manager shall schedule all tests and inspections required by the Conri•act Documents or governmental authorities, and arrange for the delivery of test and inspection reports to the Owner and Architect. § 3.3.9 The Construction Manager shall endeavor to obtain satisfactory performance from each of the Multiple Prime Contractors. The Construction Manager shall recommend courses of action to the Owner when requirements of a Contract are not being fulfilled. § 3.3.10 The Conshuction Manager shall monitor and evaluate actual costs for activities in progress and estimates for uncompleted tasks and advise the Owner and Architect as to variances between actual and budgeted or estimated costs. If the Contractor is required to submit a Control Estimate, the Conshuction Manager shall meet with the Owner and Conri•actor to review the Control Estimate. The Consri•uction Manager shall promptly notify the Conriactor if there are any inconsistencies or inaccuracies in the information presented. The Conshuction Manager shall also report the Conri•actor's cost conhol information to the Owner. § 3.3.11 The Construction Manager shall develop cash flow reports and forecasts for the Project. § 3.3.12 The Conshuction Manager shall maintain accounting records on authorized Work performed under unit costs, additional Work performed on the basis of actual costs of labor and materials, and other Work requiring accounting records. § 3.3.12.1 The Consri•uction Manager shall develop and implement procedm•es for the review and processing of Applications for Payment by Multiple Prime Contractors for progress and final payments. § 3.3.12.2 Not more fi•equently than monthly, the Consri•uction Manager shall review and certify the amounts due the respective Contractors as follows: .1 Where there is only one Contractor responsible for performing the Work, the Conshuction Manager shall, within seven days after the Construction Manager receives the Conhactor's Application for Payment, review the Application, certify the amount the Conshuction Manager deteni>ines is due the Contractor, and forward the Conh•actor's Application and Certificate for Payment to the Architect. .2 Where there are Multiple Prime Conri•actors responsible for performing different portions of the Project, the Construction Manager shall, within seven days after the Construction Manager receives each Contractor's Application for Payment: (1) review the Applications and certify the amount the Consri•uction Manager determines is due each Contractor, (2) prepare a Suumiary of Conri•actors' Applications for Payment by summarizing information fi•om each Conhactor's Application for Payment, (3) prepare a Project Application and Certificate for Payment, (4) certify the total amount the Construction Manager determines is due al] Multiple Prime Conh•actors collectively, and (5) forward the Surmnary of Contractors' Applications for Payment and Project Application and Certificate for Payment to the Architect. § 3.3.12.3 The Construction Manager's certification for payment shall constitute a representation to the Owner, based on the Construction Manager's evaluations of the Work and on the data comprising the Conri•actors' Applications for Payment, that, to the best of the Construction Manager's knowledge, information and belief, the Work has progressed to the point indicated and the quality of the Work is in accordance with the Conhact Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Conh•act Documents AIA Document C132TM - 2009 (formerly 6801 T"~CMa - 1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 8 not for resale. User Notes: This document was produced by AIA software at 09:12:28 on 02/01(2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (1851876417) upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations fi•om the Contract Documents prior to completion and to specific qualifications expressed by the Consriuction Manager. The issuance of a Certificate for Payment shall further constitute a reconunendation to the Architect and Owner that the Contractor be paid the amount certified. § 3.3.12.4 The certification of an Application for Payment or a Project Application for Payment by the Construction Manager shall not be a representation that the Constuction Manager has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed constuction means, methods, techniques, sequences for the Contactor's own Work, or procedures; (3) reviewed copies of requisitions received fi•om Subcontactors and material suppliers and other data requested by the Owner to substantiate the Contactor's right to payment; or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contact Sum. § 3.3.13 The Consh•uction Manager shall review the safety programs developed by each of the Multiple Prime Contactors solely and exclusively for purposes of coordinating the safety programs with those of the other Contractors and for making recommendations to the Owner for any safety programs not included in the Work of the Multiple Prime Contactors. The Construction Manager's responsibilities for coordination of safety programs shall not extend to direct control over or charge of the acts or omissions of the Contactor, Multiple Prime Contactors, Subcontractors, agents or employees of the Contractors or Multiple Prime Contractors or Subcontactors, or any other persons performing portions of the Work and not directly employed by the Constuction Manager. § 3.3.14 The Constuction Manager shall determine in general that the Work of each Contractor is being performed in accordance with the requirements of the Carttract Documents and notify the Owner, Conri•actor and Architect of defects and deficiencies in the Work The Constuction Manager shall have the authority to reject Work that does not conform to the Contract Documents and shall notify the Architect about the rejection. The failure of the Construction Manager to reject Work shall not constitute the acceptance of the Work. The Construction Manager shall record any rejection of Work in its daily log and include information regarding the rejected Work in its progress reports to the Architect and Owner pursuant to Section 3.3.20.1. Upon written authorization from the Owner, the Construction Manager may require and make auangements for additional inspection or testing of the Work in accordance with the provisions of the Conh•act Documents, whether or not such Work is fabricated, installed or completed, and the Constuction Manager shall give timely notice to the Architect of when and where the tests and inspections are to be made so that the Architect maybe present for such procedures. § 3.3,15 The Construction Manager shall advise and consult with the Owner and Architect during the performance of its Construction Phase Services. The Constuction Manager shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Construction Manager shall not have control over, charge of, or responsibility for the construction. means, methods, techniques, sequences or procedures, or fore safety precautions and programs in connection with the Worlc of each of the Contactors, since these are solely the Contactor's rights and responsibilities under the Contact Documents. The Construction Manager shall not be responsible for a Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Constuction Manager shall be responsible for the Construction Manager's negligent acts or omissions, but shall not have contol over or charge of, and shall not be responsible for, acts or omissions of the Contactor or Multiple Prime Contactors, Subcontractors, or their agents or employees, or any other persons or any other persons or entities performing portions of the Work. § 3.3.16 The Construction Manager shall tansmit to the Architect requests for interpretations and requests for information of the meaning and intent of the Drawings and Specifications with its written recommendation, and assist in the resolution of questions that may arise. § 3.3.17 The Construction Manager shall review requests for changes, assist in negotiating Contactors' proposals, submit recommendations to the Architect and Owner, and, if they are accepted, prepare Change Orders and Constuction Change Directives that incorporate the Arclutect's modifications to the Contact Documents. § 3.3.18 The Constuction Manager shall assist the Initial Decision Maker in the review, evaluation and documentation of Claims, subject to Section 4.3.1.7. AIA Document C132T~^ - 2009 (formerly B801 TMCMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. not for resale. User Notes: This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (1851876417) § 3.3.19 Utilizing the submittal schedules provided by each Contractor, the Construction Manager shall prepare, and revise as necessary, a Project submittal schedule incorporating information fi•om the Owner, Owner's consultants, Owner's separate contractors and vendors, governmental agencies, and all other participants in the Project under the management of the Construction Manager. The Project submittal schedule and any revisions shall be submitted to the Architect for approval. The Conshuction Manager shall promptly review all Shop Drawings, Product Data, Samples and other submittals fi•om the Multiple Prime Conh•actors for compliance with the submittal requirements of the Conh•act, coordinate submittals with information contained in related documents, and transmit to the Architect those that the Construction Manager recommends for approval The Consh•uction Manager's actions shall be taken in accordance with the Project submittal schedule approved by the Architect, or in the absence of an approved Project submittal schedule, with such reasonable promptness as to cause no delay in the Work or in the activities of the Contractor, other Multiple Prime Contractors, the Owner, or the Architect. § 3.3.20 The Consh•uction Manager shall keep a daily log containing a record of weather, each Contractor's Work on the site, number of workers, identification of equipment, Work accomplished, problems encountered, and other similar relevant data as the Owner may require. § 3.3.20.1 The Conshuction Manager shall record the progress of the Project. On a monthly basis, or otherwise as agreed to by the Owner, the Consh•uction Manager shall submit written progress reports to the Owner and Architect, showing percentages of completion and other information identified below: .1 Work completed for the period; .2 Project schedule status; .3 Submittal schedule and status report, including a summary of remaining and outstanding submittals; .4 Request for information, Change Order, and Conshuction Change Directive status reports; .5 Tests and inspection reports; .6 Status report of nonconforming and rejected Work; .7 Daily logs; .8 Summary of all Multiple Prime Conhactors' Applications for Payment; .9 Cumulative total of the Cost of the Work to date including the Construction Manager's compensation and reimbursable expenses at the job site, if any; .10 Cash-flow and forecast reports; and .11 Any other items the Owner may require: § 3.3.20.2 In addition, for Projects constructed on the basis of the Cost of the Work, the Consh•uction Manager shall include the following additional information in its progress reports: .1 Contractor's work force report; .2 Equipment utilization report; .3 Cost summary, comparing actual costs to updated cost estimates; and .4 Any other items as the Owner may require: § 3.3.21 Utilizing the documents provided by the Contractor, the Construction Manager shall maintain at the site one copy of all Conhacts, Drawings, Specifications, addenda, Change Orders and other Modifications, in good order and marked currently to record all changes and selections made during construction, and in addition, approved Shop Drawings, Product Data, Samples and similat• required submittals. The Construction Manager shall maintain records, in duplicate, of principal building layout lines, elevations of the bottom of footings, floor levels and key site elevations certified by a qualified surveyor or professional engineer. The Construction Manager shall make all such records available to the Architect and the Conh•actor, and upon completion of the Project, shall deliver them to the Owner. § 3.3.22 The Consh•uction Manager shall ati•ange for the delivery, storage, protection and security of Owner- purchased materials, systems and equipment that are a part of the Project until such items are incorporated into the Work. § 3.3.23 With the Architect and the Owner's maintenance personnel, the Consh•uction Manager shall observe the Conhactor's or Multiple Prime Conh•actors' final testing and start-up of utilities, operational systems and equipment and observe any conunissioning as the Contract Documents may require. AIA Document C132TM - 2009 (formerly B801 TMCMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 10 ~ This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No.1UU5957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1851876417) § 3.3.24 When the Constuction Manager considers each Conh•actor's Work or a designated portion thereof is substantially complete, the Construction Manager shall, jointly with the Contractor, prepare for the Architect a list of incomplete or unsatisfactory items and a schedule for their completion. The Construction Manager shall assist the Architect in conducting inspections to determine whether the Work or designated portion thereof is substantially complete. § 3.3.25 When the Work or designated portion thereof is substantially complete, the Construction Manager shall prepare, and the Construction Manager and Architect shall execute, a Certificate of Substantial Completion. The Constuction Manager shall submit the executed Certificate to the Owner and Conhractor. The Construction Manager shall coordinate the correction and completion of the Work. Following issuance of a Certificate of Substantial Completion of the Work or a designated portion thereof, the Constuction Manager shall evaluate the completion of the Worlt of the Contactor or Multiple Prime Contractors and make recommendations to the Architect when Work is ready for final inspection. The Coustuction Manager shall assist the Architect in conducting final inspections. § 3.3.26 The Constuction Manager shall forward to the Owner, with a copy to the Architect, the following information received fi•om the Contactor or Multiple Prime Contactors: (1) certificates of insurance received fiom the Contactor or Multiple Prime Contactors; (2) consent of surety or sureties, if any, to reduction in or partial release of retainage or the malting of final payment; (3) affidavits, receipts, releases and waivers of liens or bonds indenmifying the Owner against liens; and (4) any other documentation required of the Contactor under the Contract Documents, including warranties and similar submittals. § 3.3.27 The Construction Manager shall deliver all keys, manuals, record drawings and maintenance stocks to the Owner. The Construction Manager shall forward to the Architect a final Project Application for Payment and Project Certificate for Payment or final Application for Payment and final Certificate for Payment upon the Contactor's compliance with the requirements of the Contract Documents. § 3.3.28 Duties, responsibilities and limitations of authority of the Constuction Manager as set forth in the Contact Documents shall not be resticted, modified or extended without written consent of the Owner, Construction Manager, Architect, Contactor and Multiple Prime Contactors. Consent shall not be unreasonably witl>held. § 3.3.29 Upon request of the Owner, and prior to the expiration of one year fi•om the date of Substantial Completion, the Consriuctiori Manager shall, without additional compensation, conduct a meeting with the Owner to review the facility operations and performance. ARTICLE 4 ADDITIONAL SERVICES § 41 Additional Services listed below are not included in Basic Services but maybe required for the Project. The Constuction Manager shall provide the listed Additional Services only if specifically designated in the table below as the Constuction Manager's responsibility, and the Owner shall compensate the Constuction Manager as provided in Section 11.2. (Designate the Additio~zcrl Services the Co~ash•r~cfio» ~llairager shall prol~ide i11 the second colunm of the table belotiv. br the third column indicate 11~lrether the ser7~ice descriptio» is located iir SecNor14.2 or i~r air attached exhibit If ir1 mi ~hibit, identify tTre exhibit.) Services Responsibility (Co~rstructiorl Mmrager; 01tn1er or NotProl~ided) Location of Service Description (Section 4.2 beloll~ or in an exhibit attached to this doctnnent acrd identified belola) § 4.1.1 Measured drawings Owner § 4.1.2 Architectural interior design (B252T"'-2007) Owner § 4.1.3 Tenant-related services Owner § 4.1.4 Commissionin B211T~'-2007 Owner 4.1.5 LEEDS' certification B214Tr~-2007 Owner § 4.1.6 Furniture, furnishings, and equipment design (B253TAr-2007) Owner AIA Document C132T'" - 2009 (formerly 8801 TMCMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. ~~,s 11 not for resale. User Notes: This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (1851876417) § 4.2 Insert a description of each Additional Service designated in Section 4.1, if not further described in an exhibit attached to this document. None § 4.3 Additional Services may be provided after execution of this Agreement, without invalidating this Agreement. Except for services required due to the fault of the Conshuction Manager, any Additional Services provided in accordance with this Section 4.3 shall entitle the Conshuction Manager to compensation. pursuant to Section 11.3. § 4.3.1 Upon recognizing the need to perform the following Additional Services, the Conshuctiml Manager shall notify the Owner with reasonable promphless and explain the facts and circumstances giving rise to the need. The Construction Manager shall not proceed to provide the following services until the Conshuction Manager receives the Owner's written authorization: .1 Services necessitated by a change in the Initial hnformation, previous instructions or approvals given by the Owner, or a material change in the Project including, but not limited to, size, quality, complexity, the Owner's schedule or budget for Cost of the Work, or procurement or delivery method, or bid packages in addition to those listed hi Section 1.1.6; .2 Services necessitated by the enactment or revision of codes, laws or regulations or official interpretations after the date of this Agreement; .3 Preparation of documentation for alternate bid or proposal requests proposed by the Owner; .4 Preparation for, and attendance at, a public presentation, meeting or hearing; .5 Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where the Construction Manager is party thereto; .6 Providing consultation concerning replacement of Work resulting from fire or other cause during construction and furnishing services required in connection with the replacement of such Work; .7 Assistance to the Ir>itial Decision Maker, if other than the Architect; or .8 Service as the vutial Decision Maker. § 4.3.2 To avoid delay in the Construction Phase, the Construction Manager shall provide the following Additional Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If the Owner subsequently determines that all or parts of those services are not required, the Owner shall give prompt written notice to the Construction Manager, and the Owner shall have no further obligation to compensate the Conshuction Manager for those services: .1 Services iti evaluating an extensive number of Claims submitted by a Contractor or others in connection with the Work when the Architect is serving as the Initial Decision Maker. .2 To the extent the Construction Manager's Basic Services are affected, providing Construction Phase Services 60 days after (1) the date of Substantial Completion of the Work or (2) the anticipated date of Substantial Completion, identified in Initial Informafion, whichever is earlier. .3 Services required in an emergency to coordinate the activities of a Contractor or Multiple Prime Conhactors in the event of risk of personal injury or serious property damage, consistent with Section 3.3.13. § 4.3.3 If the services covered by this Agreement have not been completed within Seventeen ( 17 )months of the date of this Agreement, through no fault of the Construction Manager, extension of the Construction Manager's services beyond that time shall be compensated as Additional Services. ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including the Owner's program, other objectives, schedule, consh•aints and criteria, special equipment, systems, and site requirements. Within 15 days after receipt of a wi7tten request fi•om the Conshuction Manager, the Owner shall furnish the requested information as necessary and relevant for the Construction Manager to evaluate, give notice of, or enforce any lien rights, if-any. § 5.2 The Owner shall establish and periodically update the Owner's budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1, (2) the Owner's other costs, and (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner's budget for the Cost of the AIA Document C132T~n - 2009 (formerly 8801 TMCMa - 1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. ;iii 12 ~ This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No,1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1851876417) Work, the Owner shall notify the Consh•uction Manager and Architect. The Owner and the Architect, in consultation with the Construction Manager, shall thereafter agree to a corresponding change in the budget for the Cost of the Work or in the Project's scope and quality. § 5.3 The Owner acknowledges that accelerated, phased or fast-h•ack scheduling provides a benefit, but also carries with it the risk of additional costs. If the Owner selects accelerated, phased or fast-track scheduling, the Owner agrees to include in the budget for the Project sufficient contingencies to cover such costs. § 5.4 The Owner shall retain an Architect to provide services, duties and responsibilities as described in AIA Document B 132-2009, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition. The Owner shall provide the Conshuction Manager a copy of the executed agreement between the Owner and Architect, and any further modifications to the agreement. § 5.5 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The Owner shall render decisions pertaining to documents the Conshuction Manager submits in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Consriuction Manager's services. § 5.6 Unless provided by the Conshruction Manager, the Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal desct7ption of the site. The surveys and legal information shall include, as applicable, grades and lines of sheets, alleys, pavements and adjoining property and shuctures; designated wetlands; adjacent drainage; rights-of--way, reshictions, easements, encroachments, zoning, deed reshictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and bees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 5.7 Unless provided by the Consh•uction Manager, the Owner shall furnish services of geotechnical engineers, which may include but are not linuted to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 5.8 The Owner shall coordinate the services of its own consultants with those services provided by the Conshuction Manager. Upon the Conshuction Manager's request, the Owner shall furnish copies of the scope of services in the contracts behveen the Owner and the Owner's consultants. The Owner shall furnish the services of consultants other than those designated in this Agreement, or authorize the Consttuction Manager to furnish them as an Additional Service, when the Construction Manager requests such services and demonsh•ates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants maintaui professional liability insurance and other liability insurance as appropriate to the services provided. § 5.9 The Owner shall furnish tests, inspections and reports required by law or the Conhact Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 5.10 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 5,11 The Owner shall provide prompt written notice to the Conshuction Manager and Architect if the Owner becomes aware of any fault or defect in Project, including errors, omissions or inconsistencies in the Architect's Inshuments of Service or any fault or defect in the Construction Manager's services. § 5.12 The Owner reserves the right to perform conshuction and operations related to the Project with the Owner's own forces, and to award conri•acts in connection with the Project which are not part of the Consh•uction Manager's responsibilities under this Agreement. The Conshuction Manager shall notify the Owner if any such independent action will interfere with the Conshuction Manager's ability to perform the Conshucrion Manager's responsibilities under this Agreement. When performing construction or operations related to the Project, the Owner agrees to be subject to the same obligations and to have the same rights as the Conhactors. AIA Document C132T"' - 2009 (formerly B801 TMCMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. §~; 13 not for resale. User Notes: This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (1851876417) § 5.13 Except as otherwise provided in this Agreement, or when direct communications have been specially authorized, the Owner shall endeavor to communicate with the Contractor and the Construction Manager's consultants through the Consh•uction Manager about matters arising out of or relating to the Contract Documents. The Owner shall promptly notify the Construction Manager of any direct commnunications that may affect the Consh•uction Manager's services. § 5.14 Before executing the Conh•act for Consh•uction, the Owner shall coordinate the Construction Manager's duties and responsibilities set forth in the Conh•act for Consh•uction ~~rith the Consh•uction Manager's services set forth in this Agreement. The Owner shall provide the Construction Manager a copy of the executed agreements between the Owner and Contractors, including the General Conditions of the Conh•acts for Construction. § 5.15 The Owner shall provide the Construction Manager access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Collshuction Manager access to the Work wherever it is in preparation or progress. ARTICLE 6 COST OF THE WORK § 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include the contactors' general conditions costs, overhead and profit. The Cost of the Worlc includes the compensation of the Consh•uction Manager and Construction Manager's Consultants during the Constuction Phase only, including compensation for reimbursable expenses at the job site, if any. The Cost of the Work does not include the compensation of the Architect, the costs of the land, rights-of--way, financing, contingencies for changes in the Work or other costs that are the responsibility of the Owner. § 6.2 The Owner's budget for the Cost of the Work is provided in Initial Information, and may be adjusted throughout the Project as required under Sections 5.2 and 6.4. Evaluations of the Owner's budget, preliminary estimates for the Cost of the Work and detailed estimates of the Cost of the Work prepared by the Construction Manager represent the Construction Manager's judgment as a person or entity familiar with the constuction industy It is recognized, however, that neither the Construction Manager nor the Owner has control over the cost of labor, materials or equipment, over Contractors' methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Construction Manager cannot and does not warrant or represent that bids or negotiated prices will not vary fi•om the budget proposed, established or approved by the Owner, or fi•om any cost estimate or evaluation prepared by the Construction Manager. § 6.3 If the Architect is providing detailed cost estimating services as an Additional Service, and a discrepancy exists between the Construction Manager's cost estimates and the Architect's cost estimates, the Architect and the Construction Manager shall work cooperatively to conform the cost estimates to one another. § 6.4 If, prior to the conclusion of the Design Development Phase, the Construction Manager's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work, the Conshuction Manager, in consultation with the Architect, shall make appropriate recommendations to the Owner to adjust the Project's size, quality or budget, and the Owner shall cooperate with the Constuction Manager and Architect in making such adjustments. § 6.5 If the estimate of the Cost of the Work at the conclusion of the Design Development Phase exceeds the Owner's budget for the Cost of the Work, the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; ,2 in consultation with the Construction Manager and Architect, revise the Project program, scope, or quality as required to reduce the Cost of the Work; or .3 implement any other mutually acceptable alternative. ARTICLE 7 COPYRIGHTS AND LICENSES The Construction Manager and the Construction Manager's consultants, if any, shall not own or claim a copyright in the Instuments of Service. The Construction Manager, the Constuction Manager's consultants, if arty, and the Owner warrant that in h•ansmitting Instruments of Service, or arty other information, the tansmitting party is the copyright owner of such information or has permission fi•om the copyright owner to transmit such information for its use on the Project If the Owner and Construction Manager intend to h•ansmit Instruments of Service or any other AIA Document C132TM - 2009 (formerly B801 T"'CMa - 1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 14 not for resale. User Notes: This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (1851876417) information or documentation in digital fot7n, they shall endeavor to establish necessary protocols governing such transmissions. ARTICLE 8 CLAIMS AND DISPUTES § 8.1 General § 8.1.1 The Owner and Consriuction Manager shall commence all claims and causes of action, whether in contract, tort, or otherwise, against the other arising out of or related to this Agreement in accordance with the requirements of the method of binding dispute resolution selected in this Agreement within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Consriuction Manager waive all claims and causes of action not commenced in accordance with this Section 8.1.1. § 8.1.2 To the extent damages are covered by property insurance, the Owner and Consri•uction Managet• waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A232-2009, General Conditions of the Conri•act for Consh•uction. The Owner or the Construction Manager, as appropriate, shall require of the contactors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. § 8.1.3 The Constuction Manager shall indemnify and hold the Owner and the Owner's officers and employees harmless fio1n and against damages, losses and judgments arising fi•om claims by third parties, including reasonable attorneys' fees and expenses recoverable under applicable law, but only to the extent they are caused by the negligent acts or omissions of the Const•uction Manager, its employees and its consultants in the performance of professional services under this Agreement. The Construction Manager's duty to indemnify the Owner under this provision shall be limited to the available proceeds of insurance coverage. § 8.1.4 The Consriuction Manager and Owner waive consequential damages for claims, disputes or other matters in question arising out of or relati~lg to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's ternunation of this Agreement, except as specifically provided in Section 9.7. § 8.2 Mediation § 8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out of the Construction Manager's services, the Construction Manager may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 8.2.2 The Owner and Constuction Manager shall endeavor to resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree otherwise, shall be admil>istered by the American Arbitration Association in accordance with its Constuction Indusriy Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity adlninistering the mediation. The request maybe made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days fi•om the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitation proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 8.2.3 The. parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, miless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding dispute resolution shall be the following: (Checlr the appropriate box. If the Ortnler mid Consh•trction Mm~nger do not select a method o~'binding dispute resolution belolt; or do not subsequenth~ agree in 1tn•itifag to a binding dispute resohrNon metTrod other thml litigation, the dispute 1-tall be resolved in a cotmt of competent jta•isdiction.) AIA Document C132T"^ - 2009 (formerly 8801 T^"CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. ~~„ 15 ~ This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale, User Notes: (1851876417) [ ] Arbih•ation pursuant to Section 8.3 of this Agreement [ X ] Litigation in a court of competent jurisdiction [ ] Other: (Specify) § 8.3 Arbitration § 8.3.1 If the parties have selected arbitration as the method for binding dispute resolution in this Agreement airy claim, dispute or other matter in question arising out of or related to tl>ss Agreement subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of the Agreement. A demand for arbitration shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity administering the arbih•ation. § 8.3.1.1 A demand for arbitration shall be made no earlier than concun•ently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the clans, dispute or other matter in question would be barred by the applicable statute of limitations. For statute of limitafions purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the clans, dispute or other matter in question. § 8.3.2 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to this Agreement shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. § 8.3.3 The award rendered by the arbihator(s) shall be final, and judgment maybe entered upon it in accordance with applicable law in any court having jurisdiction thereof. § 8.3.4 Consolidation or Joinder § 8,3.4.1 Either party, at its sole discrefion, may consolidate an arbiri•ation conducted under this Agreement with any other arbitration to which it is a parry provided that (1) the arbitration agreement governing the other arbitration permits consolidation, (2) the arbitrations to be consolidated substantially involve common questions of law or fact, and (3) the arbih'ations employ materially similar procedural rules and methods for selecting arbitrator(s). § 8.3.4,2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbih•ation, provided that the party sought to be joined consents in writing to such joinder. Consent to arbihation involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. § 8.3.4.3 The Owner and Construction Manager grant to any person or entity made a party to an arbitration conducted under this Section 8.3, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner and Construction Manager under this Agreement. ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Construction Manager in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Conshuction Manager's option, cause for suspension of performance of services under this Agreement. If the Consh•uction Manager elects to suspend services, the Construction Manager shall give seven days' written notice to the Owner before suspending services, hi the event of a suspension of services, the Construction Manager shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Consh•uction Manager shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Construction Manager's services. The Consh•uction Manager's fees for the remaining services and the time schedules shall be equitably adjusted. AIA Document C132T^' - 2009 (formerly 8801 T"'CMa - 1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init, reserved. 16 ~ urs This document was produced by AIA software at 09:12:28 on 02!01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1851876417) § 9.2 If the O~~mer suspends the Project, the Conshuction Manager shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Conshuction Manager shall be compensated for expenses incurred in the interruption and resumption of the Construction Manager's services. The Construction Manager's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.3 If the Ownei• suspends the Project for more than 90 cumulative days for reasons other than the fault of the Conshuction Manager, the Construction Manager may terminate this Agreement by giving not less than seven days' written notice. § 9,4 Either party may terminate this Agreement upon not less than seven days' written notice should the other parry fail substantially to perfoian iii accordance with the terms of this Agreement tluough no fault of the party initiating the termination. § 9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Conshuction Manager for the Owner's convenience and without cause. § 9.6 hi the event of termination not the fault of the Conshuction Manager, the Conshuction Manager shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 9.7. § 9.7 Termination Expenses are in addition to compensation for the Construction Manager's services and include expenses directly athibutable to termination for which the Construction Manager is not otherwise compensated, plus an amount for the Conshuction Manager's anticipated profit on the value of the services not performed by the Construction Manager, as set forth below. § 9.7.1 In the event of termination for the Owner's convenience prior to commencement of construction, the Construction Manager shall be entitled to receive payment for services performed, costs incurred by reason of such termination and reasonable overhead and profit on Preconshuction services not completed during the Preconstruction Phase. § 9.7.2 In the event of termination for the Owner's convenience after commencement of construction, the Conshuction Manager shall be entitled to receive payment for services performed and costs incurred by reason of such termination, along with reasonable overhead and profit on services not completed during the Conshuction Phase. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located, except that if the parties have selected arbihation as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 8.3. § 10.2 Tertns in this Agreement shall have the same meaning as those in AIA Document A232-2009, General Conditions of the Contract for Conshuction, except for purposes of this Agreement, the term "Work" shall include the work of all Contractors under the administration of the Conshuction Manager. § 10.3 The Owner and Conshuction Manager, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the Conshuction Manager shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement. § 10.4 If the Owner requests the Conshuction Manager to execute certificates, the proposed language of such certificates shall be submitted to the Construction Manager for review at least 14 days prior to the requested dates of execution. If the Owner requests the Construction Manager to execute consents reasonably required to facilitate assignment to a lender, the Conshuction Manager shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Construction Manager for review at least 14 days _..-- AIA Document C132T"' - 2009 (formerly B801 TMCMa - 1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights Init. reserved. 17 ~ This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1851876417) prior to execution. The Construction Manager shall not be required to execute certificates or consents that would reduire knowledge, services or responsibilities beyond the scope of this Agreement, § 10.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Consh•uction Manager. § 10.6 Unless otherwise required in this Agreement, the Consh•uction Manager shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. § 10.7 The Construction Manager shall have the right to include photographic or artistic representations of the design of the Project among the Consh•uction Manager's promotional and professional materials. The Construction Manager shall be given reasonable access to the completed Project to make such representations. However, the Construction Manager's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Conshuction Manager in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Construction Manager in the Owner's promotional materials for the Project. § 10.8 If the Construction Manager or Owner receives information specifically designated by the other party as "confidential" or "business proprietary," the receiving party shall keep such information shictly confidential and shall not disclose it to any other person except to (1) its employees, (2) those who need to know the content of such information in order to perform services or construction solely and exclusively for the Project, or (3) its consultants and contractors whose contracts include sinular reshictions on the use of confidential information. ARTICLE 11 COMPENSATION § 11.1 For the Construction Manager's Basic Services described under Article 3, the Owner shall compensate the Consh•uction Manager as follows: § 11.1.1 For Preconshuction Phase Services in Section 3.2: (baser! marotmt of, or basis for, conrpensatiota, including stipulated stnaas, mtdtiples orpeaceaatages.) Fifty Nine Thousand Four Hundred Ten and No/100 Dollars ($59,410.00). Five monthly payments of Eleven Thousand Eight Hundred Eighty Two and No/100 Dollars ($11,882.00), starting February 2013. § 11.1.2 For Consh•uction Phase Services in Section 3.3: (Iiasert mnount of, or basis for; compensation, itacltrding stipulated sums, mtdtiples orpetcentages.) One Hundred Eighteen Thousand Eight Hundred Twenty Two and No/100 Dollars ($118,822.00) billed in equal monthly payments throughout consriuction. § 11.2 For Additional Services designated in Section 4.1, the Owner shall compensate the Consh•uction Manager as follows: (basert mnotrtat of, or basis for, competasation. If necessaay, list specifrc set~~ices to rt~lriclr pm•tictdat• methods of competasation apply.) Cost of the work plus 8% § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.3, the Owner shall compensate the Construction Manager as follows: (baser! anaotnat of, or basis foa•, coaarpetasation.) Cost of the work plus 8% § 11.4 Compensation for Additional Services of the Construction Manager's consultants when not included in Sections 11.2 or 11.3, shall be the amount invoiced to the Consh•uction Manager plus six percent (6 %), or as otherwise stated below: ~ N/A Init. AIA Document C132T~^ - 2009 (formerly 8801 T"~CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 18 not for resale. User Notes: This document was produced by AIA software at 09:12:28 on 02/01/2013 under Order No.1005957857_1 which expires on 01!14/2014, and is (1851876417) § 11.5 The hourly billing rates for services of the Consh•uction Manager and the Consh•uction Manager's consultants, if any, are set forth below. The rates shall be adjusted in accordance with the Construction Manager's and Construction Manager's consultants' normal review practices. (If applicable, attach ara exhibit of hourly billing rates or insert the»t belott~.) Employee or Category Rate ($0.00) Clerical $35.00 Estimator $68.00 Superintendent* $1,900.00 Weekly Accounting $65.00 Project Manager $72.00 Construction Manager $98 *Does not include Superintendent's vehicle fuel. § 11.6 Compensation for Reimbursable Expenses § 11.6.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Construction Manager and the Construction Manager's consultants directly related to the Project and are estimated not to exceed $220,750.00 and are, as follows: .1 Transportation and authorized out-of--town travel and subsistence; .2 Long distance services, dedicated data and conununication services, teleconferences, Project Web sites, and extranets; .3 Fees paid for securing approval of authorities having jurisdiction over the Project; .4 Printing, reproductions, plots, standard form documents; .5 Postage, handling and delivery; .6 Expense of overtime work requiting higher than regular rates, if authorized in advance by the Owner; .7 Professional photography, and presentation materials requested by the Owner; .8 Consh•uction Manager's consultant's expense of professional liability insurance dedicated exclusively to this Project, or the expense of additional insurance coverage or limits if the Owner requests such insurance in excess of that normally carried by the Consh•uction Manager's consultants; .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; and .11 Other similar Project-related expenditures. § 11.6.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Construction Manager and the Consh•uction Manager's consultants plus zero percent (0 %) of the expenses incurred. § 11.7 Payments to the Construction Manager § 11.7.1 An initial payment of zero ($ 0) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account in the final invoice. § 11.7.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Construction Manager's invoice. Amounts unpaid sixty (60 )days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing fi•om time to time at the principal place of business of the Consh•uction Manager. (htserk rate of»tontlrly or murual interest agreed upon.) Zero percent 0°% § 11.7.3 The Owner shall not withhold amounts fi•om the Construction Manager's compensation to impose a penalty or liquidated damages on the Conshuction Manager, or to offset sums requested by or paid to Conh•actors for the cost of changes in the Work unless the Construction Manager agrees or has been found liable for the amounts in a binding dispute resolution proceeding. Init. AIA Document C132T~" - 2009 (formerly B801 TMCMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. ~ This document was produced by AIA software at 13:50:50 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1433623125) 19 § 11.7.4 Records of Reimbursable Expenses, expenses pertaining to Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: § 12.1 Funding § 12.1.1 The Construction Manager shall be compensated for CM Services and reimbursables on aNot-To-Exceed basis as provided above for the Not-To-Exceed amount of $398,982.00. Compensation is scheduled to be paid from hvo fiscal years, $59,410.00 in FY13 (10/1/12 - 9/30/13) and $339,572.00 in FY14 (10/1/13 - 9/30/14). Therefore continuation of the project beyond 9/30/13 and the current budget amount of $59,410.00 is subject to City Council approval of the FY14 budget. If the City Council fails to appropriate funds to continue payment beyond $59,410.00, Ciry may terminate tl>is agreement and Construction Manager will relieve City of any further obligation. Construction Manager must NOT incur costs for any work that exceeds $59,410.00 prior to October 1, 2013. It is the Consh•uction Managers responsibility to adhere to the schedule and the amounts listed above. ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Conshuction Manager. § 13.2 Tlus Agreement is comprised of the following documents listed below: .1 AIA Document C132T"T-2009, Standard Form Ag1eement Between Owner and Consh•uction Manager as Adviser ,2 AIA Document E201'~'"'-2007, Digital Data Protocol Exhibit, if completed, or the following: Not used .3 AIA Document E202T"'-2008, Building Information Modeling Protocol Exhibit, if completed, or the following: Not used .4 Other documents: (List other doctnnents, if m/y, i~7ch~di»g additional scopes of sef~~ice for»~ing part of the Agreenre~~t.) AIA 232 - 2009 General Conditions This Agreement is entered into as of the day and year first written above. OWNER (Sig~zatarr~y~ CONSTRUCTION MANAGER (Signattn•e) i ~Qnlvst, Doug Nichols, Vice President (Printed it to mid title) (Printed ~~a~ne and title) Init. AIA Document C132T~" - 2009 (formerly 8801 T""CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. not for resale. User Notes: This document was produced by AIA software at 16:33:59 on 02/05/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is (1901475883) 20 0 1 "\~ ``'1 ~ rte ~~__ - \'L ~ G '~~ a General onditi®n~ ®f the ®ntract f®r ®ntructi®n, Construction Manager as Adviser Edition for the following PROJECT: (Nance, and locatioTC or address) Lab Building Expansion Wastewater Treatment Plant 3401 N. Ten Mile Rd. Meridian, ID 83642 THE CONSTRUCTION MANAGER: (Nance, legal stcrttrs and address) Beniton Construction P,O. Box 838 Meridian, ID 83680 THE OWNER: (Name, Jegal statars aced address) City of Meridian 33 E. Broadway Meridian, ID 83642 THE ARCHITECT: (Name, legal status and address) SPF Water Engineering 300 E. Mallard Drive Suite 350 Boise, ID 83706 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 AIA 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 AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Documents A132T'~°-2009, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition; B132T^"-2009, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition; and C132TP"-2009, Standard Form of Agreement Between Owner and Construction Manager as Adviser. AIA Document A232T^" - 2009 (formerly A201 T'"CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ARCHITECT AND CONSTRUCTION MANAGER 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY OTHER CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES AIA Document A232T~~ - 2009 (formerly A201 T'"CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 2 ~ This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) INDEX (Topics and numbers in bold are section headings.) Init. Acceptance of Nonconforming Work 9.6.6, 9.9.3, 12.3 Acceptance of Work 9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3 Access to ~~4'ork 3.16, 6.2.1, 12.1 Accident Prevention 10 Acts and On>sssions 3.2.1,3.2.2,3.3.2,3.12.8,3.18,8.3.1,9.5.1, 10.1, 10.2.5, 13.4.2, 13.7 Addenda 1.1.1, 3.11, 4.2.14 Additional Costs, Claims for 3.2.4, 3.7.4, 3.7.5, 6.1.1, 7.3, 9.10.3, 9.10.4, 10.3, 10.4, 15.1.4 Additional Inspections and Testing 4.2.8, 12.2.1, 13.5 Additional Insured 11.1.4 Additional Time, Claims for 3.7.4, 3.7.5, 6.1.1, 7.3, 83, 10.3 Adnrinistration of the Contract 3.10, 4.2 Advertisement or hivitafion to Bid 1.1.1 Aesthetic Effect 4.2.19 Allowances 3.8, 7.3.8 All-risk Insurance 11.3.1, 11.3.1.1 Applications for Payment 4.2.7, 4.2.15, 7.3.9, 9.2, 9.3, 9.4, 9.5.1, 9.7, 9.8.3, 9.10.1, 9.10.3, 9.10.5, 11.1.3, 14.2.4 Approvals 2.1.1, 2.2.2, 2.4, 3.1.4, 3.10.1, 3.10.2, 3.12.4 through 3.12.10, 3.13.2, 3.15.2, 4.2.9, 9,3.2, 13.4.2, 13.5 Arbitration 8.3.1,11.3.10,13.1, 15.3.2,15.4 ARCHITECT 4 Architect, Certificates for Payment 9.4 Architect, Definition of 4.1.1 Architect, Extent of Authority 5.2, 7.1.2, 7.3.7, 7.4, 9.3.1, 9.4, 9.5, 9.8.3, 9.8.4, 9.10.1, 9.10.3, 12.1, 12.2.1, 13.5.1, 13.5.2, 15.1.3, 15.2.1 AIA Document A232TM - 2009 (formerly A201 TM1~CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Architect, Limitations of Authority and Responsibility 2.1.1, 3.12.8, 4.2.1, 4.2.2, 4.2.8, 4.2,13, 5.2.1, 9.6.4, 15.2 Architect's Additional Services and Expenses 2.4,11.3.1.1,12.2.1,12.2.4,13.5.2 Architect's Adminishation of the Conh•act 4.2, 9.4, 9.5, 15.2 Architect's Approvals 3.12.8 Arcl>stect's Authority to Reject Work 4.2.8, 12.1.2, 12.2.1 Architect's Copyright 1.5 Architect's Decisions 4.2.8, 7.3.9, 7.4, 8.1.3, 83.1, 9.2, 9.4, 9.5, 9.8.3, 9.9.2, 13.5.2, 14.2.2, 14.2.4, 15.2 Architect's Inspections 3.7.4, 4.2, 9.8.3, 9.9.2, 9.10.1, 13.5 Architect's Insh•uctions 3.2.4, 7.4, 9.4 Architect's Interpretations 4.2.8, 4.2.17, 4.2.18 Architect's On-Site Observations 4.2.2,9.4,9.5.1,9.10.1, 12.1.1, 12.1.2, 13.5 Architect's Project Representative 4.2.16 Architect's Relationship with Conh'actor 1.1.2, 1.5, 3.2,2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5, 3.7.4, 3.9.2, 3.9.3, 3.10, 3.11, 3.12.8, 3.16, 3.18, 4.2, 5.2, 6.2.2, 8.2, 11.3.7, 12.1, 13.5 Architect's Relationship with Construction Manager 1.1.2, 9.3 through 9.10, 10.3, 13.5.1, 10.3, 11.3.7, 13.4.2, 13.5.4 Architect's Relationship with Subcontractors 1.1.2, 4.2.8, 5.3, 9.6.3, 9.6.4 Architect's Representations 9.4, 9.5, 9.10.1 Architect's Site Visits 4.2.2,9.4,9.5.1,9.8.3,9.9.2,9.10.1, 13.5 Asbestos 10.3.1 Attorneys' Fees 3.18.1, 9.10.2, 10.3.3 Award of Other Contacts 6.1.1, 6.1.2 Award of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definitions 1.1 Bidding Requirements 1.1.1, 5.2.1, 11.4.1 3 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) Init. Binding Dispute Resolution 9.7, 11,3.9, 11,3.10, 13.1, 15.2.5, 15.2.6.1, 15.3.1, 15.3.2, 15.4.1 Boiler and Machinery Insurance 11.3.2 BONDS, INSURANCE AND 11 Bonds, Lien 7.3.7.4, 9.10.3 Bonds, Performance and Pa}nnent 7.3.7.4, 9.6.7, 9.10.3, 11.3.9, 11.4 Building Permit 2.2.2, 3.7.1 Capitalization 1.3 Certificate of Substantial Completion 9.8.3, 9.8.4, 9.8.5 Certificates for Payment 4.2.2,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7,9.10.1,9.10.3, 15.1.3 Certificates of Inspection, Testing or Approval 13.5.4 Certificates of Insurance 9.3.2, 9.10.2, 11.1.3 Change Orders 1.1.1,2.4,3.4.2,3.7.4,3.8.2,3.11,3.12.8,4.2.12, 4.2.13,4.2.14,5.2.3,7.1.1,7.1.2,7.2,7.3.2,7.3.4, 7.3.6,7.3.9,7.3.10,8.3.1,9.3.1.1,9.10.3, 10.3.2, 11.3.1.2,11.3.4,11.3.9,12.1.2,15.1.3 Change Orders, Definition of 7.2 Changes 7.1 CHANGES IN THE WORK 2.2.1,3.4.2,3.11,3.12.8,4.2.13,4.2.14,7,8.3.1, 9.3.1.1 Claims, Definition of 15.1.1 CLAIMS AND DISPUTES 1.1.8, 3.2.4, 3.7.5, 6.1.1, 7.3,9, 8.3.2, 9.3.3, 9.10.3, 9.10.4,10.3.3,15,15.4 Claims for Additional Cost 3.2.4, 3.7.5, 6.1.1, 7.3.9, 9.10.3, 9.10.4, 10.3.2, 10.4, 15.1.4 Claims for Additional Time 3.2.4, 3.7.5, 7, 8.3.2, 10.4, 15.1.5 Concealed or Unknown Conditions, Claims for 3.7 Claims for Damages 3.2.4,3.18,6.1.1,6.2.5,8.3,2,9.3.3,9.5.1.2,9.10.2, 9.10.5,10.3.3,11.1.1,11.3.5,11.3.7,15.1.6 Cleaning Up 3.15, 6.3 Commencement of Statutory Limitation Period 13.7 Commencement of the Work, Definition of 8.1.2 Communications, Owner to Architect 2.2.6 Communications, Owner to Consh•uction Manager 2.2.6 Communications, Owner to Contactor 2.2.6 Conmtunications Facilitating Contract Administration 3.9.1, 4.2.6 COMPLETION, PAYMENTS AND 9 Completion, Substantial 4.2.15,8.1.1,8.1.3,8.2.3,9.4.3.3,9.8,9.9.1,9.10.3, 12.2.1, 12.2.2, 13.7 Concealed or Unknown Conditions 3.7.4, 4.2.8, 8.3.1, 10.3 Conditions of the Contact 1.1.1 Consolidation or Joinder 15.4.4 CONSTRUCTION BY OWNER OR BY OTHER CONTRACTORS 1.1.4, 6 Constuction Change Directive, Definition of 7.3.1 Construction Change Directives 1.1.1,3.4.2,3.12.8,4.2.12,4.2.13,7.1.1,7.1.2,7.1.3, 7.3, 9.3.1.1 Constuction Manager, Building Permits 2.2.2 Conshuction Manager, Communications through 4.2.6 Conshuction Manager, Construction Schedule 3.10.1, 3.10.3 CONSTRUCTION MANAGER 4 Constuction Manager, Definition of 4.1.2 Construction Manager, Documents and Samples at the Site 3.11 Constuction Manager, Extent of Authority 3.12.7,3.12.8,4.1.3,4.2.1,4.2.4,4.2.5,4.2.9,7.1.2, 7.2, 7.3.1, 8.3, 9.3.1, 9.4.1, 9.4.2, 9.4.3, 9.8.2, 9.8.3, 9.8.4,9.9.1,12.1,12.2.1,14.2.2,14.2.4 Construction Manager, Limitations of Authority and Responsibility 4.2.5, 4.2.8, 13.4.2 Conshuction Manager, Submittals 4.2.9 Construction Manager's Additional Services and Expenses 12.2.1 Construction Manager's Adminishation of the Contract 4.2, 9.4, 9.5 AIA Document A232T"' - 2009 (formerly A201 T~~CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. Afl rights reserved. 4 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) Consh•uction Manager's Approval 2.4, 3.10.1, 3.10.2 Construction Manager's Authority to Reject Work 4.2.8, 12.2.1 Consh•uction Manager's Decisions 7.3.7, 7.3.9, 9.4.1, 9.5.1 Conshuction Manager's Inspections 4.2.8, 9.8.3, 9.9.2 Construction Manager's On-Site Observations 9.5.1 Conshuction Manager's Relationship with Architect 1.1.2, 4.2,1, 4.2.7, 4.2.8, 4.2.9, 4.2.13, 4.2.15, 4.2.16, 4.2.20, 9.2.1, 9.4.2, 9.5, 9.6.1, 9.6.3, 9.8.2, 9.8.3, 9.8.4, 9.9.1, 9.10.1, 9.10.2, 9.10.3, 11.1.3, 12.2.4, 13.5.1,13.5.2,13.5.4,14.2.2,14.2.4 Conshuction Manager's Relationship with Conh•actor 3.2.2,3.2.3,3.3.1,3.5,3.10.1,3.10.2,3.10.3,3.11, 3.12.5, 3.12.6, 3.12.7, 3.12.8, 3.12.9, 3.12.10, 3.13.2, 3.14.2, 3.15.2, 3.16, 3.17, 3.18.1, 4.2.4, 4.2.5, 4.2.6, 4.2.9, 4.2.14, 4.2.17, 4.2.20, 5.2, 6.2.1, 6.2.2, 7.1.2, 7.2,7.3.5,7.3.7,7.3.10,8.3.1,9.2,9.3.1,9.4.1,9.4.2, 9.7,9.8.2,9.8.3,9.8.4,9.9.1,9.10.1,9.10.2,9.10.3, 10.1,10.3,11.3.7,12.1,13.5.1,13.5.2,13.5.3,13.5.4 Conshuction Manager's Relationship with Owner 2.2.2, 4.2.1, 10.3.2 Constuction Manager's Relationship with Other Contractors and Owner's Own Forces 4.2.4 Conshuction Manager's Relationship with Subcontractors 4.2.8, 5.3, 9.6.3, 9.6.4 Conshuction Manager's Site Visits 9.5.1 Construction Schedules, Conh•actor's 3.10, 3.12.1, 3.12.2, 6.1.2, 15.1.5.2 Contingent Assignment of Subcontracts 5.4, 14.2.2.2 Continuing Contract Performance 15.1.3 Contract, Definition of 1.1.2 CONTRACT, TERMINATION OR SUSPENSION OF THE 5.4.1.1, 11.3.9, 14 Conhact Administration 3.1.3, 4.2, 9.4, 9.5 Conhact Award and Execution, Conditions Relating to 3.7.1, 3.10, 5.2, 6.1, 11.1.3, 11.3.6, 11.4.1 Contract Documents, Copies Furnished and Use of 1.5.2, 2.2.5, 5.3 Contract Documents, Definition of 1.1.1 Conhact Performance During Arbihation 15.1.3 Contract Sum 3.7.4,3.7.5,3.8,3,10.2,5.2.3,7.2,7.3,7.4,9.1,9.2, 9.5.1.4, 9.6.7, 9.7, 103.2, 11.3.1,1, 12.3, 14.2.4, 14.3.2, 15.1.4, 15.2.5 Conhact Time 3.7.4, 3.7.5, 4, 3.10.2, 5.2.3, 7.2.3, 7.3.1, 7.3.5, 7.3.10,7.4, 8.1.1,8.2.1,8.2.3,8.3.1,9.5.1,9.7, 10.3.2,12.1.1,14.3.2,15.1.5.1,15.2.5 Contract Time, Definition of 8.1.1 CONTRACTOR 3 Contractor, Definition of 3.1.1 Contractor's Construction Schedules 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2 Conh•actor's Employees 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.1.1,11.3.7,14.1,14.2.1.1 Contractor's Liability Insurance 11.1 Contractor's Relationship with Other Contractors and Owner's Own Forces 3.12.5, 3.14.2, 4.2.6, 6, 11.3, 12.1.2, 12.2.4 Contractor's Relationship with Subconhactors 1.2.2, 3.3.2, 3.18, 5, 9.6.2, 9.6.7, 9.10.2, 11.3.1.2, 11.3.7, 11.3.8, 14.2.1.2 Conh•actor's Relafionsl>ip with the Architect 1.1.2, 1.5, 3.2.2, 3.2.3, 3.2.4, 3.4.2, 3.5, 3.7.4, 3.10.1, 3.11,3.12,3.16,3.18,5.2,6.2.2,7,8.3.1,9.2,9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3.7, 12, 13.5, 15.1.2, 15.2.1 Contractor's Relationship with the Construction Manager 1.1.2,3.2.2,3.2.3,3.3.1,3.5,3.10.1,3.10.2,3.10.3, 3.11, 3.12.5, 3.12.7, 3.12.9, 3.12.10, 3.13.2, 3.14.2, 3.15.1,3.16,3.17,3.18.1,4.2.4,4,2.5,5.2,6.2.1, 6.2.2,7.1.2,7.3.5,7.3.7,7.3.10,8.3.1,9.2,9.3.1, 9.4.1,9.4.2,9.8.2,9.9.1,9.10.1,9.10.2,9.10.3, 10.1, 10.2.6,10.3,11.3.7,12.1,13.5.1,13.5.2,13.5.3, 13.5.4 Conhactor's Representations 3.2.1,3.2.2,3.5,3.12.6,6.2.2,8.2.1,9.3.3,9.8.2 Contractor's Responsibility for Those Performing the Work 3.3.2,3.18,5.3,6.1.3,6.2,9.5.1,10.2.8 Conhactor's Review of Conhact Documents 3.2 Contractor's Right to Stop the Work 9.7 Conh•actor's Right to Ternunate the Conhact 14.1 Conhactor's Submittals 3.10.2,3.11,3.12,4.2.9,9.2,9.3,9.8.2,9.9.1,9.10.2, 9.10.3, 11.1.3, 11.4.2 Conhactor's Superintendent 3.9, 10.2.6 Init. AIA Document A232TM - 2009 (formerly A201 T~~CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 5 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) Conh•actor's Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 4.2.5, 4.2.7, 6.1, 6.2.4, 7.1.3, 7.3,5, 7.3.7,8.2,10,12,14,15.1.3 Contractual Liability Insurance 11.1.1.8, 11.2, 11.3.1.5 Coordination and Correlation 1.2,3.2,3.3.1,3.10,3.12.6,6.1.2,6.2.1 Copies Furnished of Drawings and Specifications 1.5, 2.2.5, 3.11 Copyrights 1.5, 3.17 Correction of Worlc 2.3,2.4,9.4.1,9.4.2,9.8.2,9.8.3,9.9.1,12.1.2,12.2 Correlatimt and Intent of the Contract Documents 1.2 Costs 2.4, 3.2.4, 3.7.3, 3.8.2, 3.15.2, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.6, 7.3.7, 7.3.8, 7.3.9, 11.3.1.2, 11.3.1.3, 11.3.4,11.3.9,12.1,12.2.1,13.5,14 Cutting and Patching 3.14, 6.2.5 Damage to Conshuction of Owner or Other Contractors 3.14.2, 6.2.4, 9.5.1.5, 10.2.1.2, 10,2.5, 10.4, 11.1.1, 11.3, 12.2.4 Damage to the Work 3.14.2,9.9.1,10.2.1.2,10.2.5,10.4,11.3.1,12.2.4 Damages, Claims for 3.2.4, 3.18, 6.1.1, 8.3.2, 10.3.3, 11.1.1, 11.3.5, 11.3.7, 14.2.4, 15.1.6 Damages for Delay 6.1.1,8.3.3,9.5.1.6,9.7,10.3.2,15.1.5 Date of Commencement of the Work, Definition of 8.1.2 Date of Substantial Completion, Definition of 8.1.3 Day, Definition of 8.1.4 Decisions of the Architect 3.7.4,4.2.7,4.2.8,4.2.10,4.2.11,4.2.13,4.2.15, 4.2.16, 4.2.17, 4.2.18, 4.2.19, 4.2.20, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4, 9.5, 9.8.3, 9.8.4, 9.9.1, 10.1.2, 13.5.2, 14.2.2, 14.2.4, 15.1, 15.2 Decisions of the Construction Manager 7.3.7, 7.3.8, 7.3.9, 15.1, 15.2 Decisions to Withhold Certification 9.4.1,9.5,9.7, 14.1,1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 2.3, 2.4, 3.5, 4.2.8, 6.2.5, 9.5.1, 9.6.6, 9.8.2, 9.9.3, 9.10.4, 12.2.1, 12.2,2 Definitions l.l, 2.1.1, 3.1.1, 3.12.1, 3.12.2, 3.12,3, 4.1.1, 4.1,2, 7.2,7.3.1,8.1,9.1,9.8.1, 15.1.1 Delays and Extensions of Time 3.2, 3.7.4, 5.2.3, 7.2, 7.3.1, 7.4, 8.3, 9.5,1, 9.7, 10.3.2, 10.4, 14.3.2, 15.1, 5, 15.2.5 Disputes 7.3.8, 7.3.9, 9.3, 15.1, 15.2 DISPUTES, CLAIMS AND 3.2.4,6.1,1,6.3,7.3.9,9.3.3,15,15.4 Documents and Samples at the Site 3.11 Drawings, Definition of 1.1,5 Drawings and Specifications, Ownership and Use 1.1.1,1.5,2.2.5,3.11,5.3 Duty to Review Conh•act Documents and Field Conditions 3.2 Effective Date of Insurance 8.2.2, 11.1.2 Emergencies 10.4, 14.1.1.2, 15.1.4 Employees, Conhactor's 3.3.2,3.4.3,3.8.1,3.9,3.18.1,3.18.2,4.2.3,4.2.6, 10.2,10.3.3,11.1.1,11.3.7,14.1,14.2.1.1 Equipment, Labor, Materials and or 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12.2, 3.12.3, 3.13.1,3.15.1,4.2.8,4.2.7,5.2.1,6.2.1,7.3.7,9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.2 Execution and Progress of the Work 1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3.1, 3.4.1, 3.5, 3.7.1,3.10.1,3.12,3.14,4.2,6.2.2,7.1.3,7.3.5,8.2, 9.5.1,9.9.1,10.2,10.3,12.2,14.2,14.3.1,15.1.3 Extensions of Time 3.2.4, 3.7.4, 5.2.3, 7.2.3, 7.4, 8.3, 9.5.1, 9.7, 10.3.2, 10.4, 14.3, 15.1.5, 15.2.5 Failure of Payment 9,5.1.3, 9.7, 13.6, 14.1.1.3, 14.1.3, 14.2.1.2, 15.1.4 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment 4.2.1, 4.2.15, 9.8.2, 9.10, 11.1.2, 11.13, 11.3.1, 11.3.5, 12.3, 15.2.1 Financial Arrangements, Owner's 2.2.1 GENERAL PROVISIONS 1 Governing Law 13.1 Guarantees (See Warranty and Warranties) Hazardous Materials 10.2.4, 10.3 Identification of Contract Documents 1.2.1 Identification of Subcontractors and Suppliers 5.2.1 Indenutification 3.18, 9.10.2, 10.3.3, 10.3.5, 10.3.6, 11.3.1.2, 11.3.7 AIA Document A232T~^ - 2009 (formerly A201 T~^CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 6 This document was produced byAlA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) Ittforutation and Services Required of the Owner 2.1.2, 2.2, 4.2.6, 6.1.2, 6.2.5, 9.6.1, 9.6.4, 9.8, 9.9.1, 9.10.3,10.3.2,10.3.3,11.2,11.3.4,13.5.1,13.5.2, 14.1.1.4, 14.1.3, 15.1.2 Initial Decision 15.2 Initial Decision Maker, Definition of 1.1.8 Initial Decision Maker, Extent of Authority 14.2.2, 14.2.4, 15.1.3, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Lijury or Damage to Person or Property, 3.18.1,10.2.1,10.2.2,10.2.8,10.3,10.3.3,10.4, 11.1.1 Inspections 3.1.3,3.7.1,4.2.2,9.8.2,9.9.2,9.10.1, 13.5 Insh•uctions to Bidders 1.1.1 Instructions to the Contractor 3.1.4,3.3.3,3.7.1,4.2.4,5.2.1,7,8.2.2,12.1,13.5.2 Instruments of Ser~~ice, Definition of 1.1.7, 1.5, 1.6 Insurance 6.1.1, 7.3.7, 8.2.2, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 10.2.5, 11 Insurance, Boiler and Machinery 11.3.2 Iusurance, Contractor's Liability 11.1 Insurance, Effective Date of 8.2.2, 11.1.2 Iusurance, Loss of Use 11.3.3 Insurance, Owner's Liability 11.2 Insurance, Property 10.2.5, 11.3 Insurance, Stored Materials 9.3.2, 11.3.1 INSURANCE AND BONDS 11 hlsurance Companies, Consent to Partial Occupancy 9.9.1, 11.3.1.5 Insurance Companies, Settlement with 11.3.10 Intent of the Conhact Documents 1.2, 4.2.18, 4.2.19, 7.4 Interest 9.7, 13.6 Interpretation 1.4, 4.2.8, 4.2.17, 4.2.18 Interpretations, Written 4.2.17, 4.2.18, 4.2.20 Joinder and Consolidation of Claims Required 15.4.4 Judgment on Final Award 15.4.2 Labor and Materials, Equipment 1.1.3, 1.1.6, 3.4, 3.8.2, 3.8.3, 3.12.2, 3.12.3, 3.12.6, 3.12.10, 3.13.1, 3.15.1, 5.2.1, 6,2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3, 9.6, 9.10.2, 10.2.1.2, 11.3.1, 14.2.1, 14.2.2 Labor Disputes 8.3.1 Laws and Regulations 3.2.3, 3.2.4, 3.7, 3.13.1, 10.2.2, 10.2.3, 13.5.1, 14.2.1 Liens 2.1.2, 9.3.3, 9.10.2, 9.10.4, 15.2.8 Limitation on Consolidation or Joinder 15.4.4 Limitations, Statutes of 15.4.1 Limitations of Authority 3.12.4, 4.1.3, 4.2.16 Limitations of Liability 9.6.7, 11.1.1, 12.2 Limitations of Time 3.10.1, 4.2.17, 4.2.20, 8.2.1, 9.3.3, 9.6.1, 9.8.4, 9.10.2, 10.2, 11.1.3, 12.1.1, 12.2.2.2, 12.2.5, 13.7, 14.1.1, 15.2.6.1 Loss of Use Insurance 11.3.3 Material Suppliers 1.5.1, 1.5.2, 3.12, 4.2.6, 4.2.8, 9.3.1, 9.3.1.2, 9.3.3, 9.5.3, 9.6.4, 9.6.5, 9.6.7, 9.10.5, 11.3,1 Materials, Hazardous 10.2.4, 10.3 Materials, Labor, Equipment and 1.1.3, 1,1.6, 1.5.1, 1.5.2, 3.4, 3.5, 3.8.2, 3.8.3, 3.12.2, 3.12.3,3.12.6,3.12.10,3.13.1,5.2.1,6.2.1,9.3.1, 9.3.2, 9.3.3, 9.5.1, 9.5.3, 9.6.4, 9.6.5, 9.6.7, 9.10.2, 9.10.5,10.2.1,10.2.4,10.3 Means, Methods, Techniques, Sequences and Procedures of Construction 3.3.1,3.12.10,4.2.5,4.2.11 Mechanic's Lien 2.1.2, 15.2.8 Mediation 8.3.1, "10.3.5, 15.2.1, 15.2.5, 15.2.6, 15.3, 15.4.1 Minor Changes in the Work 1.1.1,3.12.8,4.2.13,7.1,7.4 MISCELLANEOUS PROVISIONS 13 Modifications, Definition of 1.1.1 Modifications to the Conh•act 1.1.1, 1.1.2, 3.11, 4.1.3, 4.2.14, 5.2.3, 7, 11.3.1 Mutual Responsibility 6.2 Nonconforming Work, Acceptance of 9.4.3, 9.8.3, 12.3 Nonconforming Work, Rejection and Correction of 2.3, 2.4, 3.2.3, 3.7.3, 9.4.3.3, 9.8.2, 9.8.3, 9.9.1, 11.1.1,12.2.2.1,12.2.3,12.2.4,12.2.5 Init. AIA Document A232T"' - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) Notice 1.5, 2.1.2, 2.2.1, 2.4, 3.2.4, 3.3,1, 3.7.1, 3.7.2, 3.7.5, 3.9.2,3.12.9,5.2.1,6.3,9.4.1,9.7,9.10.1,9.10.2, 10.2.2,10.2.6,10.2.8,10.3.2,11.3.6,12.2.2.1,13.3, 13.5.1, 13.5.2, 14.1.2, 14.2.2, 14.4.2, 15.1.2, 15.1.4, 15.1.5.1, 15.2, 15.4.1 Notice of Claims 3.7.2, 10.2.8, 15.1.2, 15.4.1 Notice of Testing and Inspections 13.5.1, 13,5.2 Notices, Permits, Fees and 3.7, 7.3.7, 10.2.2 Observations, On-Site 3.2.1, 9.5.1, 12.1.1 Occupancy 2.2.2, 9.6.6, 9.9, 11.3.1.5 On-Site Inspections 4.2.2,9.10.1,9.4.4,9.5.1 Orders, Written 4.2.7, 4.2.18, 4.2.20 Other Contracts and Conh•actors 1.1.4, 3.14.2, 4.2.9, 6, 11.3.7, 12.1.2 OWNER 2 Owner, Definition of 2.1.1 Owner, Information and Ser~~ices Required of the 2.1.2, 2.2, 4.2, 6.1.2, 6.1.3, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.2, 10.3.3, 11.2, 11.3, 13.5.1, 13.5.2, 14.1.1, 14.1.3, 15.1.3 Owner's Authority 1.5,2.1.1,2.3,2.4,3.4.2,3.12.10,3.14.2,4.1.2,4.1.3, 4.2.8, 4.2.9, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3, 7.2, 7.3.1, 8.2.2, 9.3,1, 9.3.2, 9.5.1, 9.6.4, 9.9.1, 9.10.2, 10.3.2, 11.3.3,11.3.10,12.2.2.1,12.3,13.5.2,14.2,14.3.1, 14.4, 15.2.7 Owner's Financial Capability 2.2.1, 13.2.2, 14.1.1 Owner's Liability Insurance 11.2 Owner's Relationship with Subcontractors 1.1.2, 5.2.1, 5.3, 5.4.1, 9.6.4, 9.10.2, 14.2.2 Owner's Right to Carry Out the Worlc 2.4, 12.2.4, 14.2.2 Owner's Right to Clean Up 6.3 Owner's Right to Perform Construction with Own Forces and to Award Other Contracts 6.1 Owner's Right to Stop the VVorlc 2.3 Owner's Right to Suspend the Work 14.3 Owner's Right to Terminate the Conh•act 14.2 Ownership and Use of Drawings, Specifications and Other Instrmnents of Service 1.1.1, 1.1.5, 1.5, 1.6, 3.11, 3.12.10, 3.17, 4.2.14, 4.2.18, 4.2.20 Partial Occupancy or Use 99, 11.3.1.5 Patching, Cutting and 3.14, 6.2.5 Patents and Copyrights, Royalties 3.17 Payment, Applications for 4.2.1, 4.2.7, 4.2.15, 7.3.9, 9.2, 9.3, 9.4, 9.5, 9.7, 9.10.1,9.10.3,9.10.5, 11.1.3 Payment, Certificates for 4.2.15,7.3.9,9.3,9.4,9.5,9.6.1,9.6.6,9.7,9.10.1, 9.10.3, 14.1.1.3, 15.1.3 Payment, Failm•e of 9.4.1, 9.5, 9.7, 14.1.1.3 Payment, Final 4.2.1,9.8.2,9.10,11.1.2,11.3.1,11.3.5,12.3,15.2.1 Payment Bond, Performance Bond and 5.4.1, 7.3.7, 9.6.7, 9.10.2, 9.10.3, 11, 11.4 Payments, Progress 9.3.1, 9.4.2, 9.6 PAYMENTS AND COMPLETION 9, 14 Payments to Subcontractors 5.4.2, 9.3, 9.5.1.3, 9.5.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 9.10.5, 14.2.1.2 PCB 10.3.1 Performance Bond and Payment Bond 5.4.1,7.3.7,9.6.7,9.10.2,9.10.3, 11, 11.4 Pernrits, Fees, Notices and Compliance with Laws 2.2.2, 3.7, 7.3.7.4, 10.2.2 PERSONS AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of 3.12.2 Product Data and Samples, Shop Drawings 3.11, 3.12,4.2.9,4.2.10,4.2.14 Progress and Completion 8.2, 9.3.1, 9.4.2, 9.6, 9.8, 9.10, 14.2.4, 15.1.6 Progress Payments 9.3.1, 9.4.2, 9.6 Project, Definition of 1.1.4 Project Representatives 4.2.16 Property Insurance 10.2.5, 11.3 Project Schedule 3.10.1,3.10.3,3.10.4,4.2.2,4.2.3,4.2.4 AIA Document A232TM - 2009 (formerly A201 T'"CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) PROTECTION OF PERSONS AND PROPERTY 10 Regulations and Latvs 1.5,3.2.3,3.6,3.7,3.12.10,3.13,4.1.1,9.6.4,9.9.1, 10.2.2,11.1,11.4,13.1,13.4,13.5.1,13,5.2,13.6, 14.1.1,14.2.1,15.2.8,15.4 Rejection of Work 3.5, 4.2.8, 12.2.1 Releases of and Waivers and of Liens 9.10.2 Representations 1.3,2.2.1,3.5,3.12,6.2.2,8.2.1,9.3.3,9.4.3,9.5.1, 9.8.2, 9.10.1 Representatives 2.1.1,3.1.1,3.9,4.1.1,4.2.1,4.2.2,4.2.10,5.1.1, 5.1.2, 13.2.1 Requests for Information 4.2.20 Resolution of Claims and Disputes 15 Responsibility for Those Performing the Work 3.3.2, 3.7.3, 3.12.8, 3.18, 4.2.2, 4.2.5, 4.2.8, 5.3, 6.1.2, 6.2, 6.3, 9.5.1, 9.8.2, 10 Retainage 9.3.1,9.6.2,9.8.5,9.9.1,9.10.2,9.10.3 Review of Contract Documents and Field Conditions by Contractor 1.2.2, 3.2, 3.7.3, 3.12.7 Review of Contractor's Submittals by Owner, Construction Manager and Architect 3.10.1,3.10.2,3.11,3.12,4.2,5.2,5.2,9.2,9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3.12.5 Rights and Remedies 1.1.2, 2.3, 2.4, 3.7.4, 3.15.2, 4.2.8, 5.3, 5.4, 6.1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.2, 12.2.4, 13.4, 14, 15.4 Royalties, Patents and Copyrights 3.17 Rules and Notices for Arbitration 15.4 Safety of Persons and Property 10.2, 10.3, 10.4 Safety Precautions and Programs 3.3.1, 3.12, 4.2.5, 5.3, 10.1, 10.2, 10.3, 10.4 Samples, Definition of 3.12.3 Samples, Shop Drawings, Product Data and 3.11, 3.12,4.2.9,4.2.10 Samples at the Site, Docmnents and 3.11 Schedule of Values 9.2, 9.3.1 Schedules, Constuction 3.10,3.12.1,3.12.2,6.1.2,15.1.5.2 Separate Contracts and Contractors 1.1,4, 3.12.5, 3.14.2, 4.2.6, 4.2.11, 6, 8.3.1, 12.1.2 Shop Drawings, Definition of 3.12.1 Shop Drawings, Product Data and Samples 3,11, 3.12,4.2.9,4.2.10,4.2.14 Site, Use of 3.13, 6.1.1, 6.2.1 Site Inspections 3.2.2, 3.3.3, 3.7.1, 3.7.4, 4.2.2, 4.2.3, 4.2.15, 9.4.3.3, 9.8.3, 9.9.2, 9.10.1, 13.5 Site Visits, Architect's 3.7.4, 4.2.2, 4.2.15, 9.8.3, 9.9.2, 9.10.1, 13.5 Special Inspections and Testing 4.2.8, 12.2.1, 13.5 Specifications, Definition of 1.1.6 Specifications 1,1.1, 1.1.6, 1,2.2, 1.5, 3.11, 3.12.10, 3.17, 4.2.14 Staffing Plan 4.2.3 Statute of Lin>itations 12.2.5, 13.7, 15.4.1.1 Stopping the Work 2.3,9.7,10.3,14.1 Stored Materials 6.2.1, 9.3.2, 10.2.1.2, 10.2.4 Subconh•actor, Definition of 5.1.1 SUBCONTRACTORS 5 Subconh•actors, Work by 1.2.2, 3.3.2, 3.12.1, 4.2.5, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7 Subcontractual Relations 5.3, 5.4, 9.3.1.2, 9.6.2, 9.6.3, 9.10, 10.2.1, 14.1, 14.2 Submittals 3.2.3,3.10,3.11,3.12,4.2.9,4.2.10,4.2.11,5.2.1, 5.2.3,7.3.7,9.2,9.3,9.8,9.9.1,9.10.2,9.10.3, 11.1.3 Submittal Schedule 3.10.2, 3.12.5, 4.2.9, 4.2.10 Subrogation, Waivers of 6.1.1, 11.3.7 Substantial Completion 8.1.1,8.1.3,8.2.3,9.4.3.3,9.8,9.9.1,9.10.3, 12.2.1, 12.2.2, 13.7 Substantial Completion, Definition of 9.8.1 Substitution of Subcontt•actor•s 5.2.3, 5.2.4 Substitution of Architect 4.1.4 Substitution of Construction Manager 4.1.4 Substitutions of Materials 3,4.2, 3,5, 7.3.8 AIA Document A232T^^ - 2009 (formerry A201 T~~~CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 9 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 0111412014, and is not for resale. User Notes: (1464085299) Init. Sub-subconh•actor, Definition of 5.1.2 Subsurface Conditions 3.7,4 Successors and Assigns 13.2 Superintendent 3.9, 10.2.6 Super~>ision and Construction Procedures 1.2.2,3.3,3.4,3.12.10,4.2.2,4.2.3,4.2.5,4.2.8, 4.2.9, 4.2.10, 4.2.11, 6.1.3, 6.2.4, 7.1.3, 7.3.7, 8.2, 8.3.1,9.4.3.3,10,12,14,15.1.3 Surety 5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2, 15.2.7 Surety, Consent of 9.10.2, 9.10.3 Surveys 1.1.7, 2.2.3 Suspension by the Owner for Convenience 14.3 Suspension of the Worlc 5.4.2, 14.3 Suspension or Termination of the Contract 5.4.1.1, 14 Taxes 3.6, 3.8.2.1, 7.3.7.4 Ternrination by the Contractor 14.1, 15.1.6 Ternunatiou by the Owner for Cause 5.4.1.1, 14.2, 15.1.6 Termination by the Owner for Convenience 14.4 Termination of the Conhactor 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.4, 3.3.3, 4.2.2, 4.2.6, 4.2.8, 9.4.3.3, 9.8.3, 9.9.2, 9.10.1,10.3.2,12.2.1,13.5 TIME 8 Time, Delays and Extensions of 3.2.4, 3.7.4, 5.2.3, 7.2, 7.3.1, 7.4, 8.3, 9.5.1, 10.3.2, 14.3.2, 15.1.5, 15.2.5 Time Limits 2.1.2,2.2,2.4,3.2.2,3.10,3.11,3.12.5,3.15.1,4.2.1, 5.2,5.3,5.4,6.2.4,7.3,7.4,8.2,9.2,9.3.1,9.3.3, 9.4.1, 9.4.2, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.4, 12.2,13.5,13.7,14,15 Time Linuts on Claims 3.7.4,10.2.8,13.7,15.1.2 Title to Work 9.3.2, 9.3.3 Transmission of Data in Digital Form 1.6 UNCOVERING AND CORRECTION OF WORK 12 Uncovering of Work 12.1 Unforeseen Conditions, Concealed or Unknown 3.7.4, 8.3.1, 10.3 Unit Prices 7.3.3.2, 7.3.4 Use of Documents 1.1.1, 1.5, 2.2.5, 3.12.6, 5,3 Use of Site 3.13, 6.1.1, 6.2.1 Values, Schedule of 9.2, 9.3.1 Waiver of Claims by the Architect 13.4.2 Waiver of Claims by the Construction Manager 13.4.2 Waiver of Claims by the Conh•actor 9.10.5, 13.4.2, 15.1.6 Waiver of Claims by the Owner 9.9.3, 9.10.3, 9.10.4, 12.2.2.1, 13.4.2, 14.2.4, 15.1.6 Waiver of Consequential Damages 14.2.4, 15.1.6 Waiver of Liens 9.10.2, 9.10.4 Waivers of Subrogation 6.1.1, 11.3.7 Warranty 3.5,4.2.15,9.3.3,9.8.4,9.9.1,9.10.4, 12.2.2 Weather Delays 15.1.5.2 Work, Definition of 1.1.3 Written Consent 1.5.2, 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.3, 9.3.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 10.3.2, 11.4.1, 13.2, 13.4.2, 15.4.4.2 Written Interpretations 4.2.17, 4.2.18 Written Notice 2.3,2.4,3.3.1,3.9,3.12.9,3.12.10,5.2.1,5.3,5.4.1.1, 8.2.2, 9.4, 9.5.1, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 12.2.2, 12.2.4, 13.3, 13.5.2, 14, 15.4.1 Written Orders 1.1.1, 2.3, 3.9, 7, 8.2.2, 12.1, 12.2, 13.5.2, 14.3.1, 15.1.2 AIA Document A232T1A - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 10 This document was produced by AIA software at 09:10:48 on 02/0112013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) ARTICLE 1 GENERAL PR®VISI®NS § 1.1 Sasic Definitions § 1.1.1 The Contract Documents. The Conh•act Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the Agreement), and consist of the Agreement, Conditions of the Conh•act (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Conhact, other documents listed in the Agreement and Modifications issued after execution of the Contract. A Modification is (1) 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. Unless specifically enumerated in the Agreement, the Conh•act Documents do not include the advertisement or invitation to bid, Instructions to Bidders, sample forms, other information furnished by the Owner in anticipation of receiving bids or proposals, the Conhactor's bid or proposal, or portions of addenda relating to bidding requirements). § 1.1.2 The Contract. The Contract Documents form the Conhact for Conshuction. The Conh•act 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 Conh•act Documents shall not be construed to create a contractual relationship of any kind (1) between the Conh•actor and the Architect or the Architect's consultants, (2) between the Owner and the Conshuction Manager or the Conshuction Manager's consultants, (3) between the Owner and the Architect or the Architect's consultants, (4) between the Contractor and the Conshuction Manager or the Construction Manager's consultants, (5) between the Owner and a Subconh•actor or Sub-subconhactor (6) between the Construction Manager and the Architect, or (7) between any persons or entities other than the Owner and Contractor. The Conshuction Manager and Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate perfor7rrance of their duties. § 1.1.3 The Work. The term "Work" means the construction and services required by the Conhact Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Conhactor to fulfill the Conhactor's obligations. The Work may constitute the whole or a part of the Project. § 1.1.4 The Project. The Project is the total Conshuction of which the Work performed under the Contract Documents may be the whole or a part and which may include Conshuction by other Multiple Prime Conhactors and by the Owner's own forces, including persons or entities under separate conh•acts not administered by the Construction Manager. § 1.1,5 The Drawings. The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. § 1.1.6 The Specifications. The Specifications are that portion of the Conhact Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. § 1.1.7 Instruments of Service. Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect's consultants under their respective professional services agreements. Inshuments of Service may include, without limitation, shidies, surveys, models, sketches, drawings, specifications, and other similar materials. § 1.1.8 Initial Decision Maker. The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2 and certify termination of the Agreement under Section 14.2.2. § 1.2 Correlation and Intent of the Contract Documents § 1.2,1 The intent of the Conh•act Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Conhact Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Conhact Documents and reasonably inferable fi•om them as being necessary to produce the indicated results. AIA Document A232T"" - 2009 (formerly A201 Th'CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 11 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Conh•actor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. § 1.2.3 Unless otherwise stated in the Contract Documents, words that have well-]crown technical or consh•uction industry meanings are used in the Contract Documents in accordance with such recognized meanings. § 1.3 Capitalization Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects. § 1.4 Interpretation In the interest of brevity the Conh•act Documents fi•equently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent fi•om one statement and appears in another is not intended to affect the interpretation of either statement. § 1.5 Ownership and Use of Drawings, Specifications and Other Instruments of Service § 1.5.1 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and will retain all common la«~, statutory and other reserved rights, including copyrights. The Conhactor, Subconhactors, sub-subcontractors, and material or equipment suppliers shall not o«m or claim a copyright in the Inshuments of Service. Submittal or dish'ibution 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, or Architect's consultants' reserved rights. § 1.5.2 The Conh•actor, Subconri•actors, Sub-subconh•actors, and material or equipment suppliers are authorized to use and reproduce the Inshuments of Service provided to them solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if airy, shown on the ]nstruments of Service. The Conh•actor, Subcontractors, Sub-subconh•actors, and material or equipment suppliers may not use the Inshuments of Service on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Architect and the Architect's consultants. § 1.6 Transmission of Data in Digital Form If the parties intend to trausn>it Inshuments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions, unless otherwise ah•eady provided in the Agreement or the Conh•act Documents. ARTICLE 2 OWNER § 2.1 General § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. Except as otherwise provided in Article 4, the Consh•uction Manager and the Architect do not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. § 2.1.2 The Owner shall famish to the Conhactor within fifteen days after receipt of a written request, infol-lnation necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic's lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner's interest therein. § 2.2 Information and Services Required of the Owner § 2.2.1 Prior to commencement of the Work, the Contractor may request in w1•itiug that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract. Thereafter, the Contractor fray only request such evidence if (1) the Owner fails to make payments to the Conhactor as the Contract Documents require; (2) a change in the Work materially changes the Contract Sum; or (3) the Conh•actor identifies in writing a reasonable conceni regarding the Owner's ability to make payment when due. The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or AIA Document A232TM - 2009 (formerly A201 TMCMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 12 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) the portion of the Work affected by a material change. After the Owner firnushes the evidence, the Owner shall not materially vary such financial arrangements without prior notice to the Conhactor. § 2.2.2 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. Unless otherwise provided under the Conhact Documents, the Owner, through the Conshuction Manager, shall secure and pay for the building permit. § 2.2.3 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site, 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. § 2.2.4 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's conhol and relevant to the Conh•actor's performance of the Work with reasonable promphiess after receiving the Contractor's written request for such information or services. § 2.2.5 Unless otherwise provided in the Conhact Documents, the Owner shall furnish to the Conhactor one copy of the Conhact Documents for purposes of making reproductions pursuant to Section 1.5.2. § 2.2.6 The Owner shall endeavor to forward all communications to the Contractor through the Conshuction Manager and shall contemporaneously provide the same communications to the Architect about matters arising out of or relating to the Conh•act Documents. § 2.3 Owner's Right to Stop the Work If the Conh•actor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, 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 Conhractor or any other person or entity, except to the extent required by Section 6.1.3. § 2.4 Owner's Right to Carry Out the Work If the Conhactor defaults or neglects to cant' out the Work in accordance with the Conhact Documents and fails within aten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies, hr such case an appropriate Change Order shall be issued deducting fiom payments then or thereafter due the Conhactor the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Conshuction Manager's and Architect's and their respective consultants' additional services made necessary by such default, neglect or failure. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect, after consultation with the Conshuction Manager. If payments then or thereafter due the Conhactor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. ARTICLE 3 CONTRACTOR § 3.1 General § 3.1.1 The Conhactor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Conhactor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor shall designate in writing a representative who shall have express authority to bind the Conhactor with respect to all matters under this Conhact. The teen "Conhactor" means the Conhactor or the Contractor's authorized representative. § 3.1.2 The plural terns °Multiple Prime Contractors" refers to persons or entities who perform consh•uction under contracts with the Owner that are administered by the Construction Manager. The terns does not include the Owner's own forces, including persons or entities under separate conhacts not administered by the Conshuction Manager. AIA Document A232TM - 2009 (formerly A201 T~^CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 13 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 3.1.3 The Contractor shall perform the Work in accordance with the Contract Documents § 3.1.4 The Contactor shall not be relieved of obligations to perform the Work iii accordance with the Conh•act Documents either by activities or duties of the Constuction Manager or Arcl>itect in their administation of the Contact, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. § 3.2 Review of Contract Documents and Field Conditions by Contractor § 3.2,1 Execution of the Contact 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 Contact Documents. § 3.2.2 Because the Contract Documents are complementary, the Contactor shall, before starting each portion of the Work, carefully study and compare the various Contact Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.2.3, 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 coordination and constuction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contact Documents; however, the Contractor shall promptly report to the Construction Manager and Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information submitted to the Construction Manager in such form as the Constuction Manager and Architect may require. It is recognized that the Contactor's review is made in the Contractor's capacity as a contactor and not as a licensed design professional, unless otherwise specifically provided in the Contact Documents. § 3.2.3 The Contactor is not required to ascertain that the Contact Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contactor shall promptly report to the Construction Manager and Architect any nonconformity discovered by or made known to the Contractor as a request for information submitted to Constuction Manager in such form as the Construction Manager and Architect may require. § 3,2,4 If the Contractor believes that additional cost or time is involved because of clar7fications or instructions the Architect issues in response to the Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall make Claims as provided in Article 15. If the Contactor fails to perform the obligations of Sections 3.2.2 or 3.2.3, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting fi•om errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contact Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. § 3.3 Supervision and Construction Procedures § 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contactor shall be solely responsible for, and have contol over, construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contact, uriess the Contact Documents give other specific instruction concerning these matters. If the Contact Documents give specific instuctions concerting constuction means, methods, techniques, sequences or procedures, the Contactor shall evaluate the jobsite safety thereof and, except as stated below, shall be fiilly and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contactor shall give timely written notice to the Owner, the Construction Manager, and the Architect and shall not proceed with that portion of the Work without further written instuctions fi•om the Architect, through the Constuction Manager. If the Contactor is then inst•ucted to proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Contractor, the Owner shall be solely responsible for any loss or damage arising solely from those Owner-required means, methods, techniques, sequences or procedures. AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 14 This document was produced by AIA software at 09:10:48 on 02(01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 3.3,2 The Conhactor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subconh•actors and their agents and employees, and other persons performing portions of the Work for, or on behalf of, the Conhactor or any of its Subconhactors. § 3.3.3 The Conhactor shall be responsible for inspection of portions of the Project already performed to determine that such portions are in proper condition to receive subsequent Work. § 3.4 Labor and Materials § 3.4.1 Unless otherwise provided in the Contract Documents, the Conhactor shall provide and pay for labor, materials, equipment, tools, consh•uction 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. § 3.4.2 Except in the case of minor changes in the Work authorized by the Architect in accordance with Sections 3.12.8 or 7.4, the Conhactor may make substitutions only with the consent of the Owner, after evaluation by the Architect, in consultation with the Consh•uction Manager, and in accordance with a Change Order or Construction Change Directive. § 3.4.3 The Conhactor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 3.5 Warranty The Conhactor warrants to the Owner, Conshuction Manager, and Architect that materials and equipment furnished under the Conhact will be of good quality and new unless the Conhact Documents require or permit otherwise. The Contractor further wan•ants that the Work will conform with the requirements of the Conhact Documents and will be fi•ee from defects, except for those inherent in the quality of the Work the Conhact Documents require or permit. Work, materials, or equipment not conforming to these requirements maybe considered defective. The Conhractor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Conhactor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Construction Manager or Architect, the Conhactor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.6 Taxes The Conhactor shall pay sales, consumer, use and similar taxes for the Work or portions thereof provided by the Contractor that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. § 3.7 Permits, Fees, Notices, and Compliance with Laws § 3.7.1 Unless otherwise provided in the Contract Documents, the Owner, through the Construction Manager, shall secure and pay for the building permit. The Contractor shall secure and pay for other permits, fees, licenses and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Conhact and legally required at the time bids are received or negotiations concluded. § 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. § 3.7.3 If the Conhactor performs Work ]snowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Conhactor shall assume appropriate responsibility for such Work and shall bear the costs athibutable to correction. § 3.7.4 Concealed or Unknown Conditions. If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially fi•om those indicated in the Conhact Documents or (2) unknown physical conditions of an unusual nature that differ materially fi•om those ordinarily found to exist and generally recognized as inherent in conshuction activities of the character provided for in the Conhact Documents, the Conhactor shall promptly provide notice to the Owner, Construction Manager, and the Architect before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Architect and AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) 15 Conshuction Manager will promptly investigate such conditions and, if the Architect, in consultation with the Construction Manager, determines that they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Conh•act Sum or Conh•act Time, or both. If the Architect, in consultation with the Consh•uction Manager, determines that the conditions at the site are not materially different from those indicated in the Conh•act Documents and that no change in the terms of the Conh•act is justified, the Architect shall promptly notify the Owner, Construction Manager, and Conh•actor in writing, stating the reasons. If the Owner or Conhractor disputes the Architect's determination or recommendation, either parry may proceed as provided in Article 15. § 3.7.5 If, in the course of the Work, the Conh•actor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the Contract Documents, the Conh•actor shall immediately suspend any operations that would affect them and shall notify the Owner, Construction Manager, and Architect. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Contractor shall continue to suspend such operations until otherwise inshucted by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjushnents in the Conh•act Sum and Conhact Time arising from the existence of such remains or features may be made as provided in Article 15. § 3.8 Allowances § 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Conh•act Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Conh•actor shall not be required to employ persons or entities to whom the Conhactor has reasonable objection. § 3.8.2 Unless otherwise provided in the Contract Documents: ,1 Allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable bade discounts; .2 Conh•actor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; and .3 Whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Conh•actor's costs under Section 3.8.2.2. § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. § 3.9 Superintendent § 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and conunutvcations given to the superintendent shall be as binding as if given to the Contractor. § 3.9.2 The Conh•actor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner and Atchitect through the Consh•uction Manager, the name and qualifications of a proposed superintendent. The Conshruction Manager may reply within 14 days to the Conh•actor in writing stating (1) whether the Owner, the Construction Manager, or the Architect has reasonable objection to the proposed superintendent or (2) that any of them require additional time to review. Failure of the Consh•uction Manager to reply within the 14 day period shall constitute notice of no reasonable objection. § 3.9.3 The Conh•actor shall not employ a proposed superintendent to whom the Owner, Conshuction Manager or Architect has made reasonable and timely objection. The Conh•actor shall not change the superintendent without the Owner's consent, which shall not unreasonably be withheld or delayed. § 3.10 Contractor's Construction Schedules § 3.10.1 The Conh~actor, promptly after being awarded the Conh•act, shall prepare and submit for the Owner's and Architect's information and the Consh•uction Manager's approval a Conhactor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at AIA Document A232TM - 2009 (formerly A201 T"'CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01114/2014, and is not for resale. User Notes: (1464085299) 16 appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project schedule to the extent required by the Conhact Documents, and shall provide for expeditious and practicable execution of the Work. The Conhactor shall cooperate with the Conshuction Manager in scheduling and performing the Conh•actor's Work to avoid conflict with, and as to cause no delay in, the work or activities of other Multiple Prime Conhactors or the consh•uction or operations of the Owner's own forces. § 3.10.2 The Contractor shall prepare a submittal schedule, promptly after being awarded the Conhact and thereafter update it as necessary to maintain a cun•ent submittal schedule, and shall submit the schedule(s) for the Conshuction Manager's and Architect's approval. The Architect and Conshuction Manager's approval shall not unreasonably be delayed or witl>lreld. The submittal schedule shall (1) be coordinated with the Contractor's construction schedule, and (2) allow the Conshuction Manager and Architect reasonable time to revie«~ submittals. If the Conhactor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase in Contract Surn or extension of Contract Time based on the time required for review of submittals. § 3.10.3 The Contractor shall participate with other Conhactors, the Conshuction Manager and Owner in reviewing and coordinating all schedules for incorporation into the Project schedule that is prepared by the Conshuction Manager. The Conhactor shall make revisions to the construction schedule and submittal schedule as deemed necessary by the Conshuction Manager to conform to the Project schedule. § 3.10.4 The Conhactor shall perform the Work in general accordance with the most recent schedules submitted to the Owner, Construction Manager and Architect and incorporated into the approved Project schedule. § 3.11 Documents and Samples at the Site The Conhactor shall maintain at the site for the Owner one copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to indicate field changes and selections made during conshuction, and one copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These documents shall be available to the Architect and delivered to the Construction Manager for submittal to the Owner upon completion of the Work as a record of the Work as constructed. § 3.12 Shop Drawings, Product Data and Samples § 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Conhactor or a Subconh•actor, Sub-subconhactor, manufacturer, supplier or dishibutor to illushate some portion of the Work. § 3.12.2 Product Data are illustrations, standard schedules, performance charts, inshuctions, brochures, diagrams and other information furnished by the Contractor to illushate materials or equipment for some portion of the Work. § 3.12.3 Samples are physical examples that illushate materials, equipment or workmanship and establish standards by which the Work will be judged. § 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents, Their propose is to demonstrate the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect and Conshuction Manager is subject to the limitations of Sections 4.2.9 through 4.2.11. Informational submittals upon which the Construction Manager and Architect are not expected to take responsive action may be so identified iii the Conhact Documents. Submittals that are not required by the Conhact Documents maybe returned by the Construction Manager or Architect without action. § 3.12.5 The Conhactor shall review for compliance with the Conhact Documents, approve and submit to the Construction Manager Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents in accordance with the Project submittal schedule approved by the Conshuction Manager and Architect, or in the absence of an approved Project submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of other Multiple Prime Conhactors or the Owner's own forces. The Contractor shall cooperate with the Conshuction Manager in the coordination of the Contractor's Shop Drawings, Product Data, Samples and similar submittals with related documents submitted by other Multiple Prime Contractors. Init. AIA Document A232T^+ - 2009 (formerly A201 T"+CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 17 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 3.12.6 By submitting Shop Drawings, Product Data, Samples and similar subnuttals, the Contractor represents to the Owner, Consh•uction Manager, and Architect, that the Contractor has (1) reviewed and approved them, (2) detei~nined and verified materials, field measurements and field consh•uction criteria related thereto, or will do so and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents, § 3.12.7 The Contractor shall perform no portion of the Work for which the Conhact Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been reviewed and approved by the Architect. § 3.12,8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations fi•om requirements of the Contract Documents by the ?.rchitect's approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Construction Manager and Architect in writnng of such deviation at the time of submittal and (1) the Architect has given written approval to the specific deviation as a nunor change in the Work, or (2) a Change Order or Constuction Change Directive has been issued authorizing the deviation. The Contactor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect's approval thereof. § 3.12,9 The Contractor shall direct specific attention, in writing or on resubnnitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Construction Manager and Architect on previous submittals. hn the absence of such written notice, the Architect's approval of a resubmission shall not apply to such revisions. § 3,12.10 The Contactor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to cant' out the Conh•actor's responsibilities for conshuction means, methods, techniques, sequences and procedures. The Contt•actor shall not be required to provide professional services in violation of applicable law. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other subnuttals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals, provided the Owner and Architect have specified to the Contractor all performance and design criteria that such services nnust satisfy. Pursuant to this Section 3.12.10, the Architect will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Contactor shall not be responsible for the adequacy of the performance and design criteria specified in the Contact Documents. § 3.13 Use of Site § 3.13.1 The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities and the Conh•act Documents and shall not um•easonably encumber the site with materials or equipment. § 3.13,2 The Contractor shall coordinate the Contractor's operations with, and secure the approval of, the Construction Manager before using any portion of the site. § 3.14 Cutting and Patching § 3.14,1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting and patching shall be restored to the condition existing prior to the cutting, fitting and patching, unless otherwise required by the Contact Documents. AIA Document A232T"' - 2009 (formerly A201 T'nCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 18 This document was produced byAlA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed conshucrion of the Owner's own forces or of other Multiple Prime Conhactors by cutting, patching, or otherwise altering such construction, or by excavation. The Conh•actor shall not cut or other~~~ise alter such construction by the Owner's own forces or by other Multiple Prime Contractors except with written consent of the Consh•uction Manager, Owner and such other Multiple Prime Conhactors; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold fiom the other Multiple Prime Conriactors or the Owner the Contractor's consent to cutting or otherwise altering the Work. § 3.15 Cleaning Up § 3.15.1 The Contractor shall keep the premises and surrounding area fi•ee fiom accumulation of waste materials or rubbish caused by operations under the Conhact. At completion of the Work the Contractor shall remove waste materials, rubbish, the Contt•actor's tools, consh•uction equipment, machinery and surplus materials fiom and about the Project. § 3.15.2 If the Conh•actor fails to clean up as provided in the Contract Documents, the Owner, or Construction Manager with the Owner's approval, may do so and the Owner shall be entitled to reimbursement fiom the Contractor. § 3.16 Access to Work The Contractor shall provide the Owner, Consh•uction Manager and Architect access to the Work in preparation and progress wherever located. § 3.17 Royalties, Patents and Copyrights. The Conhactor shall pay all royalties and license fees, The Conh•actor shall defend suits or claims for infi•ingement of copyrights and patent rights and shall hold the Owner, Conshuction Manager and Atchitect ham~less fiom 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, Architect, or Construction Manager. However, if the Contractor has reason to believe that the required design, process or product is an infi•ingement of a copyright or a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the Architect through the Construction Manager. § 3.18 Indemnification § 3.18.1 To the fullest extent permitted bylaw, the Contt•actor shall indemnify and hold harmless the Owner, Construction Manager, Architect, Conshuction Manager's and Architect's consultants, and agents and employees of arty of them fiom and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting fiom performance of the Work, provided that such claim, damage, loss or expense is attt•ibutable 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 Conh•actor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they maybe liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be consh•ued to negate, abridge or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.18. § 3.18.2 In claims against any person or entity indentified under this Section 3.18 by an employee of the Conh•actor, a Subconh•actor, anyone directly or indirectly employed by them or anyone for whose acts they maybe liable, the indemnification obligation under Section 3.18 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subconh'actor under workers' compensation acts, disability benefit acts or other employee benefit acts. ARTICLE 4 ARCHITECT AND CONSTRUCTION MANAGER § 4.1 General § 4.1.1 The Owner shall retain an architect lawfully licensed to practice architecture or an entity lawfully practicing architecture in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 19 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 4.1.2 The Owner shall retain a construction manager lawfully licensed to practice constuction management or an entity lawfully practicing construction management in the jurisdiction where the Project is located. That person or entity is identified as the Consh•uctiorl Manager in the Agreement and is referred to throughout the Contact Documents as if singular in number. § 4.1.3 Duties, responsibilities and limitations of authority of the Construction Manager and Architect as set forth in the Contact Documents shall not be restricted, modified or extended without written consent of the Owner, Constuction Manager, Ai•clitect and Contactor. Consent shall not be um•easonably ~nthheld. § 4.1.4 If the employment of the Constuction Manager or Architect is telininated, the Owner shall employ a successor construction manager or architect as to whom the Contactor has no reasonable objection and whose status under the Contact Documents shall be that of the Construction Manager or Architect, respectively. § 4.2 Administration of the Contract § 4.2.1 The Construction Manager and Architect will provide administration of the Contact as described in the Contract Documents and will be the Owner's representatives during construction until the date the Architect issues the final Certificate for Payment. The Constuction Manager and Architect will have authority to act on behalf of the Owner only to the extent provided in the Contact Documents. § 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed wide the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a mamrer indicating 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. On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work. completed, and report to the Owner and Constuction Manager (1) known deviations from the Contract Documents and from the most recent Project schedule prepared by the Construction Manager, and (2) defects and deficiencies observed in the Worlc. § 4.2.3 The Construction Manager shall provide a staffing plan to include one or more representatives who shall be in attendance at the Project site whenever the Work is being performed. The Construction Manager will determine in general if the Work observed is being performed in accordance with the Contract Documents, will keep the Owner reasonably informed of the progress of the Work, and will report to the Owner and Architect (1) known deviations from the Contact Documents and the most recent Project schedule, and (2) defects and deficiencies observed in the Work. § 4.2.4 The Constuction Manager will schedule and coordinate the activities of the Conh•actor and other Multiple Prime Contactors in accordance with the latest approved Project schedule. § 4.2.5 The Constuction Manager, except to the extent required by Section 4.2.4, and Architect will not have control over, or charge of, construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contactor's rights and responsibilities under the Contact Documents, except as provided in Section 3.3.1, and neither will be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. Neither the Construction Manager nor the Architect will have control over or charge of or be responsible for acts or omissions of the Conh•actor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the Work. § 4.2.6 Communications Facilitating Contract Administration. Except as otherwise provided in the Contact Documents or when direct communications have been specially authorized, the Owner and Contactor shall endeavor to connnunicate with each other through the Constuction Manager, and shall conternporaneouslypcovide the same communications to the Architect about matters arising out of or relating to the Contact Documents. Communications by and with the Architect's consultants shall be through the Architect. Communications by and with Subconh•actors and material suppliers shall be through the Contactor. Communications by and with other Multiple Prime Contractors shall be through the Construction Manager and shall be contemporaneously provided to the Architect if those communications are about matters arising out of or related to the Conh'act Documents. Communications by and with the Owner's own forces shall be through the Owner. AIA Document A232T"' - 2009 (formerly A201 T""CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 20 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 4.2.7 The Conshuction Managet• and Architect will re~riew and certify all Applications for Payment by the Conh•actor, in accordance with the provisions of Article 9. § 4.2.8 The Architect and Construction Manager have authority to reject Work that does not conform to the Contract Documents and will notify each other about the rejection. The Conshuction Manager shall determine in general whether the Work of the Conh•actor is being performed in accordance with the requirements of the Contract Documents and notify the Owner, Conhactor and Architect of defects and deficiencies in the Work. Whenever the Construction Manager considers it necessary or advisable, the Construction Manager will have authority to require additional inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3, upon written authorization of the Owner, whether or not such Work is fabricated, installed or completed. The foregoing authority of the Construction Manager will be subject to the provisions of Sections 4.2.18 through 4.2.20 inclusive, with respect to interpretations and decisions of the Architect. However, neither the Architect's nor the Construction Manager's authority to act under this Section 4.2.8 nor a decision made by either of them in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect or the Conshuction Manager to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons performing any of the Work. § 4.2.9 The Conshuction Manager will receive and promptly review for conformance with the submittal requirements of the Conh•act Documents, all submittals fi•om the Contractor such as Shop Drawings, Product Data and Samples. Where there are Multiple Prime Conhactors, the Conshuction Manager will also check and coordinate the information contained within each submittal received fi•om Conhactor and other Multiple Prime Contractors, and hansmit to the Architect those recommended for approval. By submitting Shop Drawings, Product Data, Samples and similar submittals, the Construction Manager represents to the Owner and Arclutect that the Construction Manager has reviewed and reconnnended them for approval. The Conshuction Manager's actions will betaken in accordance with the Project submittal schedule approved by the Architect or, in the absence of an approved Project submittal schedule, with reasonable promptness while allowing sufficient time to permit adequate review by the Architect. § 4.2.10 The Architect will review and approve or take other appropriate action upon the Conhactor'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. The Archtect's action will be taken in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Arclitect's professional judgment to petnlit adequate review. Upon the Architect's completed review, the Architect shall transmit its submittal review to the Construction Manager. § 4.2.11 Review of the Conh•actor's submittals by the Conshuction Manager and Architect is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating inshuctions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Conhact Documents. The Construction Manager and Architect's review of the Contractor's submittals shall not relieve the Conhactor of the obligations under Sections 3.3, 3.5 and 3.12. The Construction Manager and Architect's review shall not constitute approval of safety precautions or, miles otherwise specifically stated by the Construction Manager and Architect, of any construction means, methods, techniques, sequences or procedw•es. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.12 The Conshuction Manager will prepare Change Orders and Conshuction Change Directives. § 4.2.13 The Construction Manager and the Architect will take appropriate action on Change Orders or Conshuction Change Directives in accordance with Article 7. and the Architect will have authority to order minor changes in the Work as provided in Section 7.4. The Architect, in consultation with the Construction Manager, will investigate and make determinations and reconunendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2.14 Utilizing the documents provided by the Conh'actor, the Conshuction Manager will maintain at the site for the Owner one copy of all Contract Documents, approved Shop Drawings, Product Data, Samples and similar AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 21 This document was produced by AIA software at 09:10:48 on 02/0112013 under Order No.1005957857_1 which expires on 01/14/2014, and is not far resale. User Notes: (1464085299) required submittals, in good order and marked currently to record all changes and selections made during construction. These will be available to the Architect and the Contactor, and will be delivered to the O~utier upon completion of the Project. § 4.2.15 The Construction Manager will assist the Architect in conducting inspections to determine the dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion in conjunction with the Architect pursuant to Section 9,8; and receive and forward to the Owner written warranties and related documents required by the Contract and assembled by the Contactor pursuant to Section 9.10. The Construction Manager will forward to the Architect a final Applicatiol and Certificate for Payment or final Project Application and Project Certificate for Payment upon the Contactor's compliance with the requirements of the Contract Documents. § 4.2.16 If the Omer and Architect agree, the Architect will provide one or more project representatives to assist in catiying out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contact Documents. § 4.2.17 The P.1•chitect will interpret and decide matters concerning performance under, and requirements of the Contract Documents on written request of the Construction Manager, Owner or Contractor through the Constuction Manager. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 4.2.18 Interpretations and decisions of the P.t•chitect will be consistent with the intent of and reasonably inferable froth the Conh•act Documents and will be in writing or in the form of dt•awings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contactor, will not show partiality to either and will not be liable for results of interpretations or decisions so rendered in good faith. § 4.2.19 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 4.2.20 The Constuction Manager will receive and review requests for information fi•om the Contactor, and forward each request for information to the Architect, with the Constuction Manager's recommendation. The Architect will review and respond in writing to the Construction Manager to requests for information about the Contact Documents. The Constuction Manager's recommendation and the Architect's response to each request will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the A1chitect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. ARTICLE5 SUBCONTRACTORS § 5.1 Definitions § 5.1.1 A Subcontactor is a person or entity who has a direct contract with the Contactor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contact Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontactor" does not include other Multiple Prime Contactors or subcontractors of other Multiple Prime Contactors. § 5.1.2 ASub-subcontractor is a person or entity who has a direct or indirect contact with a Subcontactor to perform a portion of the Work at the site. The term "Sub-subcontactor" is referred to throughout the Contract Documents as if singular in number and means aSub-subcontactor or an authorized representative of the Sub- subcontractor. § 5.2 Award of Subcontracts and Other Contracts for Portions of the Work § 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contactor, as soon as practicable after award of the Contact, shall furnish in writing to the Constuction Manager for review by the Owner, Constuction Manager and Architect the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Coast uction Manager may reply within 14 days to the Contactor in writing stating (1) whether the Owner, the Constuction Manager or the Architect has reasonable objection to any such proposed person or entity or, (2) that the AIA Document A232TM - 2009 (formerly A201 Th1CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 22 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) Consh•uction Manager, Architect or Owner requires additional time for review. Failure of the Construction Manager, Owner, or Architect to reply within the 14-day period shall constitute notice of no reasonable objection. § 5.2,2 The Contractor shall not conh•act with a proposed person or entity to whom the Owner, Consh•uction Manager or Architect has made reasonable and timely objection. The Conh•actor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 5.2.3 If the Owner, Consh•uction Manager or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner, Conshuction Manager or Architect has no reasonable objection. If the proposed but rejected Subconh•actor was reasonably capable of performing the Work, the Contract Sum. and Conh•act 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. However, no increase in the Conh•act Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitthlg names as required. § 5.2,4 The Conhactor shall not substitute a Subconh•actor, person or entity previously selected if the Owner, Consh•uction Manager or Architect makes reasonable objection to such substitution. § 5.3 Subcontractual Relations By appropriate agreement, written where legally required for validity, the Conhactor shall require each Subcontractor, to the extent of the Work to be performed by the Subconh•actor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including responsibility for safety of the Subcontractor's Work, which the Conhactor, by these Documents, assumes toward the Owner, Construction Manager and Architect. Each subconh•act agreement shall preserve and protect the rights of the Owner, Consh•uction Manager and Architect under the Conh•act Documents with respect to the Work to be performed by the Subconh•actor so that subconhacting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise iii the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Conh•actor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub- subconh•actors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subconh•act agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subconh~actor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subconh•actors. § 5.4 Contingent Assignment of Subcontracts § 5.4.1 Each subconh•act agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that 1 assigmnent is effective only after ternunation of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subconh•actor and Conhactor in writing; and 2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. When the Owner accepts the assignment of a subconh•act agreement, the Owner assumes the Contractor's rights and obligations under the subcontract. § 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontaractor's compensation shall be equitably adjusted for increases in cost resulting fiom the suspension. § 5.4.3 Upon such assigmnent to the Owner under this Section 5.4, the Owner tray further assign the subcontract to a successor Contractor or other entity. If the Owner assigns the subconhact to a successor Conh•actor or other entity, the Owner shall nevertheless remain legally responsible for all of the successor Contractor's obligations under the subcontract. AIA Document A232T"~ - 2009 (formerly A201 T^'CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 23 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) ARTICLE 6 CONSTRUCTION EY OWNER OR EY OTHER CONTRACTORS § 6.1 Owner's Right to Perform Construction with Own Forces and to Award Other Contracts § 6.1.1 The Owner reserves the right to perform consh•uction or operations related to the Project with the Owner's own forces, which include persons or entities wider separate conh•acts not administered by the Consh•uction Manager, and to award other conh•acts in comlection with other portions of the Project or other consh•uction or operations 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 Conh•actor claims that delay or additional cost is involved because of such action by the O«mer, the Contractor shall make such Claim as provided in Article 15. § 6.1.2 When the Owner performs consh•uction or operations with the Owner's own forces including persons or entities under separate conhacts not administered by the Construction Manager, the Owner shall provide for coordination of such forces with the Work of the Contractor, who shall cooperate with them. § 6.1,3 Unless otherwise provided in the Contract Documents, when the Owner performs consh•uction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights that apply to the Contractor under the Conditions of the Conhact, including, without excluding others, those stated in Article 3, this Article 6, and Articles 10, 11 and 12. § 6.2 Mutual Responsibility § 6.2.1 The Conhactor shall afford the Owner's own forces, Construction Manager and other Multiple Prime Contractors reasonable opportunity for inh•oduction and storage of their materials and equipment and performance of their activities, and shall comiect and coordinate the Contractor's conshuction and operations with theirs as required by the Contract Documents. § 6.2.2 If part of the Conh•actor's Work depends for proper execution or results upon consh•uction or operations by the Owner's own forces or other Multiple Prime Conh'actors, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Consh•uction Manager and Architect apparent discrepancies or defects in such other conshuction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's own forces or other Multiple Prime Contractors' completed or partially completed consh•uction is fit and proper to receive the Conhactor's Work, except as to defects not then reasonably discoverable. § 6.2,3 The Contractor shall reimburse the Owner for costs the Owner incurs, including costs that are payable to a separate contractor or to other Multiple Prime Contractors because of the Contractor's delays, improperly timed activities or defective consh•uction. The Owner shall be responsible to the Contactor for costs the Contractor incurs because of delays, improperly timed activities, damage to the Work or defective construction by the Owner's own forces or other Multiple Prime Conh•actors. § 6.2.4 The Contractor shall promptly remedy damage the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner, separate contractors, or other Multiple Prime Contactors as provided in Section 10.2.5. § 6.2,5 The Owner and other Multiple Prime Conh•actors shall have the same responsibilities for cutting and patching as are described for the Contactor in Section 3.14. § 6.3 Owner's Right to Clean Up If a dispute arises among the Contractor, other Multiple Prime Contractors and the Owner as to the responsibility under their respective conh•acts for maintaining the premises and surrounding area fi•ee fi•om waste materials and rubbish, the Owner may clean up and the Construction Manage; with notice to the Architect, will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK § 7.1 General § 7.1.1 Changes in the Work maybe accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Consh•uction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents, AIA Document A232T"~ - 2009 (formerly A201 T""CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 24 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 7.1.2 A Change Order shall be based upon agreement among the Owner, Construction Manager, Architect and Contractor; a Consri•uction Change Directive requires agreement by the Owner, Consriuction Manager and Architect and may or may not be agreed to by the Conri•actor; an order for a minor change in the Work may be issued by the Architect alone. § 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. § 7.2 Change Orders A Change Order is a written insri•ument prepared by the Construction Manager and signed by the Owner, Construction Manager, Architect and Conh•actor, stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment, if any, in the Conri•act Sum; and .3 The extent of the adjustment, if any, in the Conri•act Time. § 7.3 Construction Change Directives § 7.3.1 A Construction Change Directive is a written order prepared by the Consri•uction Manager and signed by the Owner, Consri•uction Manager and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both, The Owner may by Construction Change Directive, without invalidating the Conriact, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Conri•act Sum and Contract Time being adjusted accordingly. § 7,3.2 A Consriuction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7.3.3 If the Construction Change Directive provides for an adjustment to the Conh•act Sum, the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Contract Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 As provided in Section 7.3.7. § 7.3.4 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construcfion Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, flee applicable unit prices shall be equitably adjusted. § 7.3.5 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Consriuction Manager and Architect of the Conri•actor's agreement or disagreement with the method, if any, provided in the Consri•uction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 7.3.6 A Consriuction Change Directive signed by the Conriactor indicates the Contractor's agreement therewith, including adjusrinent in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 7.3.7 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Conriact Sum, the Consriuction Manager shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Conriact Sum, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Conh•actor shall keep and present, in such form as the Consri•uction Manager may prescribe, an itemized accomiting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.7 shall be limited to the following: AIA Document A232T'^ - 2009 (formerly A201 Th~CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01114/2014, and is not for resale. User Notes: (1464085299) 25 .1 Costs of labor, including social security, old age and unemployment insurance, fiinge benefits required by agreement or custom, and workers compensation insurance; .2 Costs of materials, supplies and equipment, including cost of transportation, whether incorporated or conswned; .3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented fi•om the Contractor or others; .4 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and .5 Additional costs of supervision and field office personnel directly athibutable to the change. § 7.3.8 The amount of credit to be allowed by the Conh•actor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Consh•uction Manager and Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Conh•actor may request payment for Work completed under the Consh~uction Change Directive in Applications for Payment. The Construction Manager and Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for paytnent the amount that the Construction Manager and Architect determine to be reasonably justified. The interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either parry to disagree and assert a Claim in accordance with Article 15. § 7.3.10 When the Owner and Conh•actor agree with a deternnation made by the Consh•uction Manager and Architect concerning the adjustments ni the Conhact Sum and Conh•act Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Consh•uction Manager shall prepare a Change Order. Change Orders may be issued for all or any part of a Consh•uction Change Directive. § 7.4 Minor Changes in the Work The Architect has authority to order n>inor changes in the Work not involvnig adjustment in the Conh•act Sum or extension of the Contract Time and not inconsistent with the intent of the Conh•act Documents. Such changes will be effected by written order issued through the Construction Manager and shall be binding on the Owner and Contractor. ARTICLE 8 TIME § 8.1 Definitions § 8.1.1 Unless otherwise provided, Conh•act Time is the period of time, including authorized adjustments, allotted in the Conhact Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement of the Work is the date established in the Agreement. § 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. § 8.1.4 The term "day" as used in the Conh•act Documents shall mean calendar day unless otherwise specifically defined. § 8.2 Progress and Completion § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Conh•act. By executing the Agreement the Conh•actor confirms that the Conh•act Time is a reasonable period for performing the Work. § 8.2.2 The Conh•actor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Conh•actor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. § 8.2.3 The Conhactor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Conh•act Time. Init. AIA Document A232T^' - 2009 (formerly A201 T"'CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 26 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 8.3 Delays and Extensions of Time § 8.3.1 If the Conh•actor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner, Owner's own forces, Conshuction Manager, Architect, any of the other Multiple Prime Contractors or an employee of any of them, or by changes ordered in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control; or by delay authorized by the Owner pending mediation and arbitration, or by other causes that the Architect, based on the recommendation of the Construction Manager, determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect may determine. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. § 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the ConhactDocuments. ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 Contract Sum The Conh•act Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Conh•actor for performance of the Work under the Conhact Documents. § 9.2 Schedule of Values Where the Conhact is based on a Stipulated Sum or Guaranteed Maximum Price, the Contractor shall submit to the Construction Manager, before the first Application for Payment, a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Consh•uction Manager and Architect may require. This schedule, unless objected to by the Consh•uction Manager or Architect, shall be used as a basis for reviewing the Conhactor's Applications for Payment. In the event there is one Conhactor, the Construction Manager shall forward to the Architect the Contractor's schedule of values. If there are Multiple Prime Conhactors responsible for performing different portions of the Project, the Consh•uction Manager shall forward the Multiple Prime Contractors' schedules of values only if requested by the Architect. § 9.3 Applications for Payment § 9.3.1 At least fifteen days before the date established for each progress payment, the Conhactor shall submit to the Consri•uction Manager an itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 9.2, for completed portions of the Work. Such application shall be notarized, if required, and supported by such data substantiating the Conh•actor's right to payment as the Owner, Construction Manager or Architect may require, such as copies of requisitions fi•om Subcontractors and material suppliers, and shall reflect retainage if provided for in the Conhact Documents. § 9.3.1.1 As provided in Section 7.3.9, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the Construction Manager and Architect, but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or material supplier unless such Work has been performed by others whom the Contractor intends to pay. § 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off Hre site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage and h•ansportation to the site for such materials and equipment stored off the site. § 9.3.3 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 Conh•actor further warrants that upon submittal of an Applicafion for AIA Document A232T~^ - 2009 (formerly A201 T''"CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) 27 Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Conri•actor's knowledge, information and belief, be fi-ee and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subconhactors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. § 9.4 Certificates for Payment § 9.4.1 Where there is only one Conri•actor, the Construction Manager will, within seven days after the Construction Manager's receipt of the Contractor's Application for Payment, review the Application, certify the amount the Construction Manager determines is due the Contractor, and forward the Contractor's Application and Certificate for Payment to the Architect. Within seven days after the Architect receives the Conh•actor's Application for Payment fiom the Consh•uction Manager, the Architect will either issue to the Owner a Certificate for Payment, with a copy to the Consh•uction Manager, for such amount as the Architect determines is properly due, or notify the Consri•uction Manager and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Section 9.5.1. The Construction Manager will promptly forward to the Conh•actor the Architect's notice of withholding certification. § 9.4.2 Where there are Multiple Prime Contractors performing portions of the Project, the Consh•uction Manager will, within seven days after the Construction Manager receives the Multiple Prime Contractors' Applications for Payment: (1) review the Applications and certify the amount the Construction Manager deternines is due each of the Multiple Prime Conh•actors; (2) prepare a Summary of Contractors' Applications for Payment by combining information fiom each Multiple Prime Contractors' application with information from similar applications for progress payments fiom other Multiple Prime Contractors; (3) prepare a Project Application and Certificate for Payment; (4) certify the amount the Consh•uction Manager determines is due all Multiple Prime Contractors; and (5) forward the Summary of Conh•actors' Applications for Payment and Project Application and Certificate for Payment to the Architect § 9.4.3 Within seven days after the Architect receives the Project Application and Project Certificate for Payment and the Summary of Contractors' Applications for Payment fiom the Construction Manager, the Architect will either issue to the O~~mer a Project Certificate for Payment, with a copy to the Construction Manager, for such amount as the Architect deternunes is properly due, or notify the Consh•uction Manager and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Section 9.5.1. The Conshuction Manager will promptly forward the Architect's notice of withholding certification to the Contractors. § 9.4.4 The Construction Manager's certification of an Application for Payment or, in the case of Multiple Prime Contractors, a Project Application and Certificate for Payment shall be based upon the Consh•uction Manager's evaluation of the Work and the information provided as part of the Application for Payment. The Constuction Manager's certification will constitute a representation that, to the best of the Conshuction Manager's knowledge, information and belief, the Work has progressed to the point indicated and the quality of the Work is in accordance with the Conhact Documents. The certification will also constitute a recommendation to the Architect and Owner that the Conhactor be paid the amount certified. § 9.4.5 The Architect's issuance of a Certificate for Payment or in the case of Multiple Prime Contractors, Project Application and Certificate for Payment, shall be based upon the Architect's evaluation of the Work, the recommendation of the Construction Manager, and information provided as part of the Application for Payment or Project Application for Payment. The Architect's certification will constitute a representation that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated, that the quality of the Work is in accordance with the Conh•act Documents, and that the Conh•actor is entitled to payment in the amount certified. § 9.4.6 The representations made pursuant to Sections 9.4.4 and 9.4.5 are subject to an evaluation of the Work for conformance with the Contact Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations fiom the Contract Documents prior to completion and to specific qualifications expressed by the Construction Manager or Architect. § 9.4.7 The issuance of a separate Certificate for Payment or a Project Certificate for Payment will not be a representation that the Consh•uction Manager or Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed the Contractor's construction means, methods, techniques, AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved Init. ~ This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) 28 sequences or procedures, (3) reviewed copies of requisitions received from Subconh•actors and material suppliers and other data requested by the Owner to substantiate the Conh•actor's right to payment or (4) made examination to ascertain how or for what purpose the Carihactor has used money previously paid on account of the Contract Sum. § 9.5 Decisions to Withhold Certification § 9.5.1 The Conshuction Manager or Architect may withhold a Certificate for Payment or Project Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Conshuction Manager's or Architect's opinion the representations to the Owner required by Section 9.4.4 and 9.4.5 cannot be made. If the Construction Manager or Architect is unable to certify payment in the amount of the Application, the Conshuction Manager will notify the Contractor and Owner as provided in Section 9.4.1 and 9.4.3. If the Contractor, Conshuction Manager and Architect carmot agree on a revised amount, the Architect will promptly issue a Certificate for Payment or a Project Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Conshuction Manager or Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment or Project Certificate for Payment previously issued, to such extent as maybe necessary in the Construction Manager's or Architect's opinion to protect the Owner fi•om loss for which the Conh•actor is responsible, including loss resulting fi•om the acts and omissions described in Section 3.3.2 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 Omer is provided by the Contractor; .3 failure of the Conhactor to make payments properly to Subconhactors or for labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Conrcact Sum; .5 damage to the Owner or a separate conh•actor; .6 reasonable evidence that the Work will not be completed within the Cor1h•act Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or 7 repeated failure to carry out the Work in accordance with the Conhact Documents. § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.3 If the Architect or Conshuction Manager withholds certification for payment under Section 9.5.1, the Owner may, at its sole option, issue joint checks to the Conhactor and to any Subconhactor or material or equipment suppliers to whom the Contractor failed to make paylnent for Work properly performed or material or equipment suitably delivered. If the Owner makes payments by joint check, the Owner shall notify the Architect and the Conshuction Manager and both will reflect such payment on the next Certificate for Payment. § 9.6 Progress Payments § 9.6.1 After the Archtect has issued a Certificate for Payment or Project Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Conhact Documents, and shall so notify the Conshuction Manager and Architect. § 9.6.2 The Contractor shall pay each Subcontractor, no later than seven days after receipt of payment fi•om the Owner the amount to which the Subconh•actor is entitled, reflecting percentages actually retained fi•om payments to the Contractor on account of the Subcontractor's portion of the Work The Conhractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subconh•actors in a similar manner. § 9,6.3 The Construction Manager will, on request, fian>ish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Conh•actor and action taken thereon by the Owner, Conshuction Manager and Architect on account of portions of the Work done by such Subcontractor. § 9.6.4 The Owner has the right to request written evidence fiom the Contractor that the Conh•actor has properly paid Subconhactors and material and equipment suppliers amounts paid by the Owner to the Conhactor for subcontracted Work. If the Contractor fails to furnish such evidence within seven days, the Owner shall have the right to contact Subcontractors to ascertain whether they have been properly paid. Neither the Owner, Conshuction Manager nor Init. AIA Document A232TM - 2009 (formerly A201'"'CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 29 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) Architect shall have an obligation to pay or to see to the payment of money to a Subcontactor except as may otherwise be required bylaw. § 9.6.5 Contactor payments to material and equipment suppliers shall be heated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.8.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contact Documents. § 9.6.7 Unless the Contactor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontactors and suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contactor for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Conh•actor, shall create any fiduciary liability or tort liability on the part of the Contactor for breach of bust or shall entitle airy person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. § 9.7 Failure of Payment If the Construction Manager and Architect do not issue a Certificate for Payment or a Project Certificate for Payment, through no fault of the Contactor, within fourteen days after the Construction Manager's receipt of the Conri-actor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contact Documents the amount certified by the Consri-uction Manager and Architect or awarded by binding dispute resolution, then the Contactor may, upon seven additional days' written notice to the Owner, Constuction Manager and Architect, stop the Work until payment of the amount owing has been received. The Contact Time shall be extended appropriately and the Contact Sum shall be increased by the amount of the Contractor's reasonable costs of shut-down, delay and start-up, plus interest as provided for in the Contact Documents. § 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Woric or designated portion thereof is sufficiently complete in accordance with the Contract Documents so the Owner can occupy or utilize the Work for its intended use. § 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify the Constuction Manager, and the Contactor and Constuction Manager shall jointly prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contactor to complete all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the list, the Architect, assisted by the Constuction Manager, will make an inspection to detern>;ne whether the Work or designated portion thereof is substantially complete. If the Architect's inspection discloses any item, whether or not included on the list, which is not sufficiently complete in accordance with the requirements of the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contactor shall then submit a request for another inspection by the Architect, assisted by the Constuction Manager, to determine Substaiifial Completion. § 9.8.4 When the Architect, assisted by the Constuction Manager, determines that the Work or designated portion thereof is substantially complete, the Construction Manager will prepare, and the Construction Manager and Architect shall execute a Certificate of Substantial Completion that shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contactor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contactor shall finish all items on the list accompanying the Certificate. Warranties required by the Contact 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. Init. AIA Document A232T'" - 2009 (formerly A201 *h~CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. Ali rights reserved. 30 ~ This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their writtetl acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents, § 9.9 Partial Occupancy or Use § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such. portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Section 11.3.1.5 and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agt•eed in writing concetning the period for correction of the Work and commencement of warranties required by the Conhact Documents. When the Conhactor considers a portion substantially complete, the Conhactor and Consh•uction Manager shall jointly prepare and submit a list to the Architect as provided under Section 9.8.2, Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Conh•actor or, if no agreement is reached, by decision of the Architect after consultation with the Consh•uction Manager. § 9.9.2 Inunediately prior to such partial occupancy or use, the O~~nier, Consh•uction Manager, Conhactor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. § 9.10 Final Completion and Final Payment § 9.10.1 Upon completion of the Work, the Contractor shall forward to the Consriuction Manager a written notice that the Work is ready for final inspection and acceptance and shall also forward to the Conshuction Manager a final Contractor's Application for Payment. Upon receipt, the Construction Manager will evaluate the completion of Work of the Conhactor and then forward the notice and Application, with the Conshuction Manager's reconunendations, to the Architect who will promptly make such inspection. When the Architect, finds the Work acceptable under the Conhact Documents and the Conhact fully performed, the Construction Manager and Architect will promptly issue a final Certificate for Payment or Project Certificate for Payment stating that to the best of their knowledge, information and belief, and on the basis of their on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Conh•act Documents and that the entire balance found to be due the Conh•actor and noted in the final Certificate is due and payable. The Conshuction Manager's and Architect's final Certificate for Payment or Project Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect th1•ough the Construction Manager (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness cotmected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of sut•ery, if any, to final payment and (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. Init. AIA Document A232T'^ - 2009 (formerly A201 T'nCMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 31 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Construction Manager and Architect so confirm, the Owner shall, upon application by the Conhactor and certification by the Construction Manager and Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contaract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect through the Construction Manager prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of Claims. § 9.10.4 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. § 9.10.5 Acceptance of final payment by the Conhactor, a Subcont•actor 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 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 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 Contaract. The Contractor shall submit the Conriactor's safety program to the Construction Manager for review and coordination with the safety programs of other Contractors. The Construction Manager's responsibilities for review and coordination of safety programs shall not extend to direct control over or charge of the acts or omissions of the Contractors, Subcontractors, agents or employees of the Contactors or Subcontractors, or any other persons performing portions of the Work and not directly employed by the Construction Manager. § 10.2 Safety of Persons and Property § 10.2.1 The Conhactor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to ,1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or conh•ol of the Conhactor or the Contractor's Subcontactors or Sub- subconri•actors; .3 other property at the site or adjacent thereto, such as tees, shrubs, la~~ms, walks, pavements, roadways, sriuctures and utilities not designated for removal, relocation or replacement in the course of construction; and .4 construction or operations by the Owner or other Contractors. § 10.2.2 The Conhactor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. § 10.2.3 The Conhactor shall erect and maintain, as required by existing conditions and performance of the Contact, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Conhactor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Conhactor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2, 10.2.1.3 and 10.2.1.4 caused in whole or in part by the Contactor, a Subconriactor, aSub-subconriactor, or anyone directly or indirectly AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 32 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible uuder Sections 10.2.1.2, 10.2.1,3 and 10.2.1.4, except damage or loss attributable to acts or omissions of the Owner, Construction Manager or Architect or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them maybe liable, and not athibutable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Conhactor's obligations under Section 3.18. § 10.2.6 The Conhactor shall designate a responsible member of the Conh•actor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner, Consh•uction Manager and Architect. § 10.2.7 The Conhactor shall not permit any part of the consh•uction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 Injury or Damage to Person or Property If either party suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 Hazardous Materials § 10.3.1 The Contractor is responsible for compliance with. any requirements included in the Contract Documents regarding hazardous materials. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting fiom a material or substance, including but not limited to, asbestos or polychlorinated biphenyl (PCB),encountered on the site by the Conhactor, the Conhactor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner, Consh•uction Manager and Architect in writing. § 10.3.2 Upon receipt of the Conhactor's written notice, the Owner shall obtain the services of a licensed laboratory to verify a presence or absence of the material or substance reported by the Conhactor and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Conhact Documents, the Owner shall furnish in writing to the Contractor, Consh•ucfion Manager and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Conhactor, the Construction Manager and the Architect will promptly reply to the Owner in writing stating whether or not any of them has reasonable objection to the persons or entities proposed by the Owner. If the Contractor, Construction Manager or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Conhactor, the Conshuction Manager and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resumed upon written agreement of the Owner and Conhactor. By Change Ot•der, the Contract Time shall be extended appropriately and the Conhact Sum shall be increased in the amount of the Contractor's reasonable additional costs of shut-down, delay and start-up. § 10.3.3 To the fullest extent permitted bylaw, the Owner shall indenmify and hold harmless the Contractor, Subcontractors, Construction Manager, Architect, their consultants, and agents and employees of any of them fi•om and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting fiom performance of the Work iii the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is ath•ibutable to bodily injury, sickness, disease or death, or to injury to or deshuction of tangible property (other than the Work itself), except to the extent that such damage, loss or expense is not due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Conhactor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for materials or substances required by the Contract Documents, except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. Init. AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 33 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 10.3.5 The Contractor shall indemnify the Owner for the cost and expense the Owner incurs (1) for remediation of a material or substance the Conh~actor brings to the site and negligently handles, or (2) where the Conri•actor fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner's fault or negligence. § 10.3.6 If, without negligence on the part of the Conri•actor, the Conri•actor is held liable by a government agency 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 indemnify the Contractor for all cost and expense thereby incurred. § 10.4 Emergencies In an emergency affecting safety of persons or property, the Conri•actor shall act, at the Contractor's discretion, to prevent tlueatened damage, injury or loss. Additional compensation or extension of time claimed by the Conri•actor on account of an emergency shall be determined as provided in Article 15 and Article 7. ARTICLE 11 INSURANCE AND BONDS § 11.1 Contractor's Liability Insurance § 11.1.1 The Contractor shall purchase fi•om and maintain in a company or companies lawfully authorized to do business h1 the jurisdiction in wl>ich the Project is located such insurance as will protect the Conhactor fi•om claims set forth below which may arise out of or result from the Contractor's operations and completed operations under the Conri•act and for which the Contractor may be legally liable, whether such operations be by the Conri•actor or by a Subcont•actor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: .1 Claims under workers' compensation, disability benefit and other similar employee benefit acts which are applicable to the Work to be performed; .2 Claims for damages because of bodily injm•y, occupational sickness or disease, or death of the Contractor's employees; .3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's employees; .4 Claims for damages insured by usual personal injury liability coverage; .5 Claims for damages, other than to the Work itself, because of injury to or dest•uction of tangible property, including loss of use resulting therefiom; .6 Claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; and .7 Claims for bodily injury or property damage arising out of completed operations; and .8 Claims involving conri•actual liability insurance applicable to the Conhactor's obligations under Section 3.18. § 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than lin>its of liability specified in the Conhact Documents or required bylaw, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption fi•on1 the date of commencement of the Work until the date of final payment and termination of any coverage required to be maintained after final payment and, with respect to the Contractor's completed operations coverage, until the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as specified in the Contact Documents. § 11.1.3 Certificates of insurance acceptable to the Owner shall be submitted to the Construction Manager for t•ansmittal to the Owner with a copy to the Architect prior to commencement of the Work and thereafter upon renewal or replacement of each required policy of insurance. These certificates and the insurance policies required by this Section 11.1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9.10.2 and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section 11.1.2. hiformation concetiling reduction of coverage shall be furnished by the Conriactor with reasonable promptness. § 11.1.4 The Contractor shall cause the commercial liability coverage required by the Contract Documents to include (1) the Construction Manager, the Construction Manager's consultants, the Owner, the Architect, and the Architect's Init. AIA Document A232TM - 2009 (formerly A201 T'"CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. ~ This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) 34 consultants as additional insureds for claims caused in whole or in part by the Contactor's negligent acts or omissions during the Contactor's operations; and (2) the Owner as an additional insured for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contactor's completed operations. § 11.2 Owner's Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. § 11.3 Property Insurance § 11.3.1 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 «aitten on a builder's risk "all risk" or equivalent policy form in the amount of the initial Contact Sum, plus value of subsequent Contact modifications and cost of matet7als supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. 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 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this Section 11.3 to be covered, ~~diichever is later. This insurance shall include interests of the Owner, the Conh•actor, Subcontactors and Sub- subcontractors in the Project. § 11.3.1.1 Property insurance shall be on an "all-risk" or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for the Architect's, Contractor's, and Const•uction Manager's services and expenses required as a result of such insured loss. § 11.3.1.2 If the Owner does not intend to purchase such property insurance required by the Contract and with all of the coverages in the amount described above, the Owner shall so infol-~n the Contractor in writing prior to commencement of the Work. The Contactor may then effect insurance that will protect the interests of the Contactor, Subcontactors and Sub-subconh•actors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner. If the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain insurance as described above, without so notifying the Contactor in writing, then the Owner shall bear all reasonable costs properly attibutable thereto. § 11.3.1.3 If the property insurance requites deductibles, the Owner shall pay costs not covered because of such deductibles. § 11.3.1.4 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in transit. § 11.3.1.5 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. § 11.3.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery insurance required by the Contact Documents or by law, which shall specifically cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Omer, Construction Manager, Contactor, Subcont•actors and Sub-subcontactors in the Work, and the Owner and Contractor shall be named insureds. § 11.3.3 Loss of Use Insurance. The Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. The Owner waives all rights of action against the Contractor for loss of use of the Owner's property, including consequential losses due to fire or other hazards however caused. AIA Document A232TM - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 35 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 11.3.4 If the Contractor requests in writing that insurance for risks other than those described herein or other special causes of loss be included in the property insurance policy, the Owner shall, if possible, include such insurance, and the cost thereof shall be charged to the Conhactor by appropriate Change Order. § 11.3.5 If during the Project construction period the Owner insures properties, real or personal or both, adjoi11n1g or adjacent to the site by property insurance under policies separate fi•om those insuring the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, the Owner shall waive all rights in accordance with the terms of Section 11.3.7 for damages caused by fire or other causes of loss covered by this separate property insurance, All separate policies shall provide this waiver of subrogation by endorsement or otherwise. § 11.3.6 Before an exposure to loss may occur, the Owner shall file with the Contractor a copy of each policy that includes insurance coverages required by this Section 11.3. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. Each policy shall contain a provision that the policy will not be canceled or allowed to expire, and that its lunits will not be reduced, until at least 30 days' prior written notice has been given to the Contactor. § 11.3.7 Waivers of Subrogation. The Owner and Contractor waive all rights against (1) each other and any of their subconhactors, sub-subconhactors, agents and employees each of the other, and (2) the Constuction Manager, Architect, Architect's consultants, separate contactors described in Article 6, if any, and any of their subconhactors, sub-subcontactors, agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Section 11.3 or other property insurance applicable to the Work, except such rights as the Owner and Contactor may have to the proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Constuction Manager, Construction Manager's consultants, Architect, Architect's consultants, Owner's separate contactors described in Article 6, if any, and the subconhactors, sub-subconhactors, agents and employees of any of them, by appropriate agreements, vvtitten where legally required for validity, sinvlar 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 entity even though that person or entity would otherwise have a duty of indemnification, contactual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or enfity had an insurable interest in the property damaged. § 11.3.8 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 and of Section 11.3.10. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Conhactor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar manner. § 11.3.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insw•ed loss, give bond for proper performance of the Owner's duties. The cost of required bonds shall be charged against proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the Owner shall distibute iii accordance with such agreement as the parties in interest may reach, or as determined in accordance with the method of binding dispute resolution selected in the Agreement between the Owner and Contractor. If after such loss no other special agreement is made and unless the Owner terminates the Contract for convenience, replacement of damaged property shall be performed by the Contractor after notification of a Change in the Work in accordance with Article 7. § 11.3.10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of loss to the Owner's exercise of dais power; if such objection is made, the dispute shall be resolved in the manner selected by the Owner and Contactor as the method of binding dispute resolution in the Agreement. If the Owner and Contactor have selected arbitation as the method of binding dispute resolution, the Owner as fiduciary shall make settlement with insurers or distibution of insurance proceeds in accordance with the direction of the arbitrators. Init. AIA Document A232Th9 - 2009 (formerly A201 T~'~CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 36 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 11.4 Performance Bond and Payment Bond § 11.4.1 The Owner shall have the right to require the Conri•actor to furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder as stipulated in bidding requhrements or specifically required in the Contract Documents on the date of execution of the Conh•act. § 11.4.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Conhact, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 Uncovering of Work § 12.1.1 If a portion of the Work is covered contrary to the Consri•uction Manager's or Architect's request or to requirements specifically expressed in the Conh•act Documents, it must, if requested in writing by either, be uncovered for their observation and be replaced at the Contractor's expense without change in the Conri•act Time. § 12.1.2 If a portion. of the Work has been covered which the Construction Manager or Architect has not specifically requested to observe prior to its being covered, the Constuction Manager or Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Conri•act Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance with the Contract Documents, such costs and the cost of correction shall be at the Contractor's expense unless the condition was caused by the Owner or one of the other Conri•actors in which event the Owner shall be responsible for payment of such costs. § 12.2 Correction of Work § 12.2.1 Before or After Substantial Completion The Conri•actor shall promptly correct Work rejected by the Construction Manager or Architect or failing to conform to the requirements of the Conri•act Documents, whether discovered before or after Substantial Completion and v,~hether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Consriuction Manager's and Architect's services and expenses made necessary thereby, shall be at the Contractor's expense. § 12.2,2 After Substantial Completion § 12.2.2.1 In addition to the Conriactor's obligations under Section 3.5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof, or after the date for commencement of walranties established under Section 9.9.1, 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 Conh-act Documents, the Contractor shall correct it promptly after receipt of written notice fi•om the Owner to do so unless the Owner has previously given the Contractor 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 Contractor and to make a claim for breach of wan•anty. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice fiom the Owner or Architect, the Owner may correct it in accordance with Section 2.4. § 12.2.2.2 The one-year period 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 completion of that portion of the Work. § 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Conriactor pursuant to this Section 12.2. § 12.2.3 The Conri•actor shall remove from the site portions of the Work that are not in accordance with the requirements of the Conri•act Documents and are neither corrected by the Conri•actor nor accepted by the Owner. § 12.2.4 The Conh•actor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors or other Multiple Prime Conriactors caused by the AIA Document A232T^' - 2009 (formerly A201 TMCMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. ~ This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) 37 Conh•actor's con•ection or removal of Work that is not in accordance with the requirements of the Conhact Docmnents. § 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Conh•act Documents. Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents tnay be sought to be enforced, nor to the time within which proceedings may be cotmnenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. § 12.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiting its removal and correction, in which case the Conh•act Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 Governing Law The Contract shall be governed by the law of the place where the Project is located except that, if the parties have selected arbittation as the method of binding dispute resolution, the Federal Arbihation Act shall govern Section 15.4. § 13.2 Successors and Assigns § 13.2.1 The Owner and Conh•actor respectively bind themselves, their partners, successors, assigns and legal representatives to covenants, agreements and obligations contained in the Contract Documents. Except as provided in Section 13.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either parry attempts to make such an assignment without such consent, that parry shall nevertheless remain legally responsible for all obligations under the Conh•act. § 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to a lender providing construction financing for the Project, if the lender assumes the Owner's rights and obligations under the Conh•act Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment. § 13.3 Written Notice Written notice shall be deemed to have been duly served if delivered iri person to the individual, to a member of the firm or entity or to an officer of the corporation for which it was intended; or if delivered at or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving notice, § 13.4 Rights and Remedies § 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available bylaw. § 13.4.2 No action or failure to act by the Owner, Consh•uction Manager, Architect or Conh•actor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing. § 13.5 Tests and Inspections § 13.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. 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 Consriuction Manager and Architect timely notice of when and where tests and inspections are to be made so that the Construction Manager and Architect maybe present for such procedures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements mttil after bids are received or negotiations concluded, and Init. AIA Document A232TM - 2009 (formerly A201 Th4CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 38 This document was produced by AIA software at 09:10:48 on 0 2/0112 0 1 3 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) (2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner fi•om delegating their cost to the Conh•actor. § 13.5.2 If the Consh•uction Manager, Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 13.5.1, the Constt•uction Manager and Architect will, upon written authorization fi•om the Owner, instruct the Conh•actor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Conshuction Manager and ?.r•chitect of when and where tests and inspections are to be made so that the Consh•uction Manager and Architect maybe present for such procedures. Such costs except as provided in Section 13.5.3, shall be at the Owner's expense. § 13.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Construction Manager's and Architect's services and expenses shall be at the Contractor's expense. § 13,5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Conh•act Documents, be secured by the Contractor and promptly delivered to the Consh•uction Manager for transmittal to the Architect. § 13.5.5 If the Consh•uction Manager or Architect is to observe tests, inspections or approvals required by the Conhact Documents, the Consh•uction Manager or Architect will do so promptly and, where practicable, at the normal place of testing. § 13.5.6 Tests or inspections conducted pursuant to the Conh•act Documents shall be made promptly to avoid unreasonable delay in the Work. § 13.6 Interest Payments due and unpaid under the Conh•act Documents shall bear interest fi•om the date payment is due at such rate as the parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing fi•om time to time at the place where the Project is located. § 13.7 Time Limits on Claims The Owner and the Conhactor shall commence all claims and causes of action, whether in conri•act, tort, breach of warTanry or otherwise, against the other arising out of or related to the Conhact in accordance with the requirements of the final dispute resolution method selected in the Agreement within the time period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and the Contractor waive all claims and causes of action not commenced in accordance with this Section 13.7. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 Termination by the Contractor § 14.1.1 The Contractor may terminate the Conh•act if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor or a Subcontt•actor, Sub-subcontt•actor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Conh•actor, for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act of government, such as a declaration of national emergency that requires all Work to be stopped; .3 Because the Construction Manager has not certified or the Architect has not issued a Certificate for Payment and has norilotified the Conri•actor of the reason for withholding certification as provided in Section 9.4, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Conh•act Documents; or .4 The Owner has failed to furnish to the Conhactor promptly, upon the Conhactor's request, reasonable evidence as required by Section 2.2,1. AIA Document A232T'" - 2009 (formerly A201 T^9CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. - 39 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 0111 4/20 1 4, and is not for resale. User Notes: (1464085299) § 14.1.2 The Contractor may terminate the Conh•act if, tln•ough no actor fault of the Contractor or a Subcontractor, Sub-subconh•actor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect conhact with the Conhactor, repeated suspensions, delays or inter•uptions of the entire Work by the Owner as described in Section 14.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. § 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Conhactor may, upon seven days' written notice to the Owner, Conshuction Manager and Architect, terminate the Contract and recover fi•on1 the Owner payment for Work executed including reasonable overhead and profit, costs incurred by reason of such termination, and damages. § 14.1.4 If the Work is stopped for a period of 60 consecutive days tln•ough no act or fault of the Conhactor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under conh•act with the Conhactor because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days' written notice to the Otvner, Conshuction Manager and Architect, terminate the Conhact and recover fi•om the Owner as provided in Section 14.1.3. § 14.2 Termination by the Ownerfor Cause § 14.2.1 The Owner may terminate the Contract if the Conhactor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subconhactors for materials or labor in accordance with the respective agreements between the Contractor and the Subconhactors; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. § 14.2.2 When any of the above reasons exist, the Owner, after consultation with the Construction Manager, and upon certification by the Initial Decision Maker that sufficient cause exists to justify such action, may without prejudice to any other rights or remedies of the Owner and after giving the Conhactor and the Conhactor's surety, if any, seven days' written notice, terminate employment of the Conhactor and may, subject to any prior rights of the surety: .1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Conhactor; .2 Accept assigmnent of subcontracts pursuant to Section 5.4; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Conhactor, the Owner shall furnish to the Conhactor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Conhactor shall not be entitled to receive further payment until the Wotk is finished. § 14.2.4 If the unpaid balance of the Contract Surn exceeds costs of finishing the Work, including compensation for the Conshuction Manager's and 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 Conhactor. If such costs and damages exceed the unpaid balance, the Conhactor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall, upon application, be certified by the Initial Decisimr Maker after consultation with the Conshuction Manager, and this obligation for payment shall survive terrunation of the Contract. § 14.3 Suspension by the Owner for Convenience § 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. § 14.3.2 The Contract Sum and the Conh•act Time shall be adjusted for increases in the cost and time caused by suspension, delay or inten•uption as described in Section 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent: AIA Document A232TM - 2009 (formerly A201 T^^CMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. Init. 40 This document was produced byAlA software at 09:10:48 on 02/0172013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of this Contract. § 14.4 Termination by the Owner for Convenience § 14.4,1 The Owner may, at any time, terminate the Conri•act for the Owner's convenience and without cause. § 14.4.2 Upon receipt of written notice fi•om the Owner of such termination for the Owner's convenience, the Contractor shall .1 ~ cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subconri•acts and purchase orders and enter into no further subcontracts and purchase orders. § 14.4.3 In case of such termination for the Owner's convenience, the Conh•actor shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed. ARTICLE 15 CLAIMS AND DISPUTES § 15.1 Claims § 15.1.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Conri•act The responsibility to substantiate Claims shall rest with the party making the Claim. § 15.1.2 Notice of Claims. Claims by either the Owner or Conri•actor must be initiated by written notice to the other party and to the hutial Decision Maker with a copy sent to the Consri•uction Manager and Architect, if the Consri•uction Manager and or Architect is not serving as the Initial Decision Maker. Claims by either party must be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. § 15.1.3 Continuing Contract Performance. Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 14, the Conri•actor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Conri•act Documents. The Consh•uction Manager will prepare Change Orders and the Architect will issue a Certificate for Payment or Project Certificate for Payment in accordance with the decisions of the Initial Decision Maker. § 15.1.4 Claims for Additional Cost. If the Contractor wishes to make a Claim for an increase in the Conri•act Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.3. § 15.1.5 Claims for Additional Time § 15.1.5.1 If the Conhactor wishes to make a Claim for an increase in the Conri•act Time, written notice as provided herein shall be given. The Conh•actor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay only one Claim is necessary. § 15.1.5.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled consri•uction. § 15.1.6 Claims for Consequential Damages. The Conri•actor and Owner waive Claims against each other for consequential damages arising out of or relating to this Conri•act. This mutual waiver includes .1 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 Init. AIA Document A232T~'~ - 2009 (formerly A201 TMCMa - 1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 41 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) .2 damages incurred by the Conhactor 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 fi•om the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 14. Nothing contained in this Section 15.1.6 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Conh•act Documents. § 15.2 Initial Decision § 15.2.1 Claims, excluding those arising under Sections 10.3, 10.4, 11.3.9, and 11.3.10, shall be referred to the Initial Decision Maker for initial decision. The Architect will serve as the Initial Decision Maker, unless otherwise indicated in the Agreement. Except for those Claims excluded by this Section 15.2.1, an initial decision shall be required as a condition precedent to mediation of any Claim arising prior to the date final payment is due, unless 30 days have passed after the Claim has been referred to the Initial Decision Maker with no decision having been rendered. Unless the Initial Decision Maker and all affected parties agree, the htitial Decision Maker will not decide disputes between the Conh•actor and persons or entities other than the Owner. § 15.2.2 The Initial Decision Malcer will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1) request additional supporting data fi•orn the claimant or a response with supporting data fiont the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that, in the Initial Decision Maker's sole discretion, it would be inappropriate for the htitia] Decision Maker to resolve the Claim. § 15.2.3 In evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information from either party or fi•om persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense. § 15.2.4 If the htitial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of such request, and shalh either (1) provide a response on the requested supporting data, (2) advise the Initial Decision Maker when the response or supporting data wihl be furnished or (3) advise the Initial Decision Maker thatno supporting data will be furnished. Upon receipt of the response or supporting data, if arty, the Initial Decision. Maker will either reject or approve the Claint in whole or in part. § 15.2.5 The htitial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that the Initial Decision Maker is unable to resolve the Claim. Tlis initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) notify the parties and the Architect and Construction Manager, if the Architect or Construction Manager is not serving as the lititial Decision Maker, of auy change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, if the parties fail to resolve their dispute tln•ough mediation, to binding dispute resolution. § 15.2.6 Either party may file for mediation of an initial decision at any time, subject to the teams of Section 15.2.6.1. § 15.2.6.1 Either party may, within 30 days fi•om the date of an initial decision, demand in writing that the other party file for mediation within 60 days of the initial decision. If such a demand is made and the party receiving the demand fails to file for mediation within the time required, then both pasties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. § 15,2.7 fir the event of a Claim against the Contractor, the Owner may, but is not obligated to, notify the surety, if any of the nature and amount of the Claim. If the Claim relates to a possibility of a Conhactor's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. § 15.2.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. Init. AIA Document A232T^" - 2009 (formerly A201 T1ACMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved. 42 This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1464085299) § 15.3 Mediation § 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract except those waived as provided for in Sections 9.10.4, 9.10.5, and 15.1.6 shall be subject to mediation as a condition precedent to binding dispute resolution. § 15.3.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbit•ation Association in accordance with its Constuction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Contact, and filed with the person or entity adninistering the mediation. The request maybe made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution 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 of the parties or court order. If an arbihation is stayed pursuant to this Section 15.3.2, the parties may nonetheless proceed to the selection of the arbitator(s) and agree upon a schedule for later proceedings. § 15.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court havnig jurisdiction thereof. § 15.4 Arbitration § 15.4.1 If the parties have selected arbitration as the method for buiding dispute resolution in the Agreement, any Claim subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Ar•bitation Association in accordance with its Constuction Industry Arbitation Rules in effect on the date of the Agreement. A demand for arbitration shall be made in writing, delivered to the other party to the Contact, and filed with the person or entity administering the arbitration. The party filing a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded. § 15.4.1.1 A demand for arbihation shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim would be bared by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the Claim. § 15.4.2 The award rendered by the arbitrator or arbitators shall be final, and judgment maybe entered upon it in accordance with applicable law in any court having jurisdiction thereof. § 15.4.3 The foregoing agreement to arbihate and other agreements to arbitate with an additional person or entity duly consented to by parties to the Agreement shall be specifically enforceable under applicable law in any court having jurisdiction thereof. § 15.4.4 Consolidation or Joinder § 15.4.4.1 Either party, at its sole discretion, may consolidate an arbitration conducted under this Ag1eement with any other arbihation to wl>ich it is a parry provided that (1) the arbitration agreement governing the other arbitation permits consolidation, (2) the arbihations to be consolidated substantially involve common questions of law or fact, and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 15.4.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbihation, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitation involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. § 15.4.4.3 The Owner and Contactor grant to any person or entity made a parry to an arbihation conducted under this Section 15.4, whether by joinder or consolidation, the same rights of joinder and consolidation as the O~>iier and Contractor under this Agreement. AIA Document A232T°^ - 2009 (formerly A201 T"1CMa -1992). Copyright ©1992 and 2009 by The American Institute of Architects. All rights reserved Init. ~ This document was produced by AIA software at 09:10:48 on 02/01/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale, User Notes: (1464085299) 43 iti®n~ and leti®ns ®r~ f®r AIA Document C132TM - 2009 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 16:33:59 on 02/05/2013. PAGE 1 AGREEMENT made as of the 1st day of February in the year 2013 City of Meridian 33 E. Broadway Meridian. ID 83642 Beniton Construction P.O. Box 838 Meridian, ID 83680 Lab Building Expansion Wastewater Treahnent Plant 3401 N. Ten Mile Rd. Meridian. ID 83642 SPF Water Engineering 300 E. Mallard Drive Suite 350 Boise, ID 83706 PAGE 2 2013 -2017 CIP WWTP Pro'ects 2-story, 6,000 square foot expansion Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000,00) Additions and Deletions Report for AIA Document C132T'" - 2009 (formerly B801T'"CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. .~ expires on 01 /1 41201 4, and is not for resale. User Notes: This document was produced by AIA software at 16:33:59 on 02/05/2013 under Order No.1005957857_1 which (1901475883) 2/1/2013 - 6/1/2013 6/1 /2013 PAGE 3 6/1/2014 Competitive bid with multiple prime contracts. Multiple bid packages to be developed LEED Design Considerations David Allison, Project Manager City of Meridian 33 E. Broadwav Meridian, ID 83642 SPF Water Engineering 300 E. Mallard Drive Suite 350 Boise, ID 83706 Not required Provided by SPF Water Engineering Provided by SPF Water Engineering PAGE 4 Brvice Parker, Proiect Manager Beniton Consh•uction P.O. Box 838 Meridian, ID 83680 (208)884-0027 Additions and Deletions Report for AIA Document C132T"" - 2009 (formerly 6801T"ACMa - 1992). Copyright©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 2 This document was produced by AIA software at 16:33:59 on 02/05/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1901475883) Superintendent and Proiect En;;ineer Beniton Construction None None None PAGE 5 § 2.6,1 Comprehensive General Liability with policy linuts of not less than Two Million and No/100 Dollars ($ 2,000,000.00) for each occurrence and in the aggregate for bodily injury and property damage. § 2.6.2 Automobile Liability covering owned and rented vehicles operated by the Cotishuction Manager with policy limits of not less than Two Million and No/100 Dollars ($ 2,000,000.00) combined single limit and aggregate for bodily injury and property damage. § 2.6.4 Workers' Compensation at statutory limits and Employees Liability with a policy limit of not less than One Million and No/100 Dollars ($ 1,000,000.00 ). § 2.6.5 Professional Liability covering the Consh•uction Manager's negligent acts, errors and omissions in its performance of services with policy limits of not less than Two Million and No/100 Dollars ($ 2,000,000.00) per claim and in the aggregate. PAGE 11 4.1.1 Measured drawings Owner § 4.1.2 Architectural interior design (B252T"'-2007) Owner 4.1.3 Tenant-related services Owner 4.1.4 Commissionin B211T"'-2007 Owner § 4.1.5 LEED`S' certification (B214TM-2007) Owner § 4.1.6 Fm•tliture, furnishings, and equipment design (B253T"~-2007) Owner PAGE 12 None § 4.3.3 If the services covered by this Agreement have not been completed within Seventeen ( 17 )months of the date of this Agreement, through no fault of the Consh•uction Manager, extension of the Conshuction Manager's services beyond that time shall be compensated as Additional Services. Additions and Deletions Report for AIA Document C132T"~ -2009 (formerly 6801 TMCMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 3 This document was produced by AIA software at 16:33:59 on 02/05/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1901475883) PAGE 16 [ X ] Litigation in a court of competent jm•isdiction PAGE 18 Fifty Nine Thousand Four Hundred Ten and No/100 Dollars ($59,410.00). Five monthly payments of Eleven Thousand Eight Hundred Eighty Two and No/100 Dollars ($11,882.00 , startine Februar 2 One Hundred Ei>;hteen Thousand Eight Hundred Twenty Two and No/100 Dollars ($118,822.00) billed in equal monthl~payments tluoughout conshuction. Cost of the work plus 8% Cost of the work plus 8% § 11.4 Compensation for Additional Services of the Consh•uction Manager's consultants when not included in Sections 11.2 or 11.3, shall be the amount invoiced to the Construction Manager plus six percent (6 %), or as otherwise stated below: N/A PAGE 19 Clerical 3 5.00 Estimator $68.00 Superintendent* $1,900.00 Weekly Accounting 65,00 Project Manager $72.00 Consh•uction Manager $98 =Does not include Superintendent's vehicle fuel, § 11.6.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Construction Manager and the Construction Manager's consultants directly related to the Rrejec-Project and are estimated not to exceed $220,750.00 and are, as follows: § 11.6.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Consh•uction Manager and the Construction Manager's consultants plus zero percent (0 %) of the expenses incurred. Additions and Deletions Report for AIA Document C132TM - 2009 (formerly B801 Th~CMa -1992), Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. expires on 01/14/2014, and is not for resale. User Notes: This document was produced by AIA software at 16:33:59 on 02/05/2013 under Order No.1005957857_1 which (1901475883) 4 § 11.7.1 All initial payment of zero ($ 0) shall be made upon execution of tl>is Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account in the final invoice. § 11.7.2 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Construction Manager's invoice. Amounts unpaid sixty (60 )days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing fi•om tune to time at the principal place of business of the Conshuction Manager. ~e-Zero percent 0`~~, PAGE 20 § 12.1 Funding § 12.1.1 The Consh•uction Manager shall be compensated for CM Services and reimbm•sables on aNot-To-Exceed basis as provided above for the Not-To-Exceed amount of $398,982.00. Compensation is scheduled to be paid from two fiscal years, $59,410.00 in FY13 (10/1/12 - 9/30/13) and $339,572.00 in FY14 (10/1113 - 9/30/14). Therefore continuation of the project beyond 9/30/13 and the current bud>;et amount of $59,410.00 is subject to City Council approval of the FY14 budget If the City Council fails to appropriate funds to continue ~ayrnent beyond $59 410 00 Cit} may tei~ninate this a>n•eement and Conshuc$on Manager will relieve Ci of any further obligation. Construction Mana>?er must NOT incur costs for any work that exceeds $59,410.00 prior to October 1 2013. It is the Construction Manaeers responsibility to adhere to the schedule and the amounts listed above. Not used Not used AIA 232 - 2009 General Conditions Doug Nichols, Vice President Additions and Deletions Report for AIA Document C132TM - 2009 (formerly B801T~"CMa -1992). Copyright ©1973, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. 5 This document was produced by AIA software at 16:33:59 on 02/05/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale, User Notes: (1901475883) er°fiicti®n f ®curr~ent' uthentici AIA® Document D401 TM - 2003 I, Doug Nichols, hereby certify, to the best of my lalowledge, vlformation and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 16:33:59 on 02/05/2013 under Order No. 1005957857_1 fi•om AIA Conhact Documents soft~~rare and that in preparing the attached final document I made no changes to the original text of AIA' Document C132TM - 2009, Standard Form of Agreement Between O«~ner and Construction Manager as Adviser, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. (Sig»ed) (Title) f ~".X (Dated) AIA Document D401 T'n - 2003. Copyright ©1992 and 2003 by The American Institute of Architects. All rights reserved. . z __ _., This document was produced by 1 AIA software at 16:33:59 on 02/05/2013 under Order No.1005957857_1 which expires on 01/14/2014, and is not for resale. User Notes: (1901475883) ri 6 n iy until in Review Draft Meridian Transportation Task Force Ordinance MEETIfVG NOTE ,, Community Item/Presentations Presenter Contact Info./Notes CLERKS OFFICE FINAL ACTION I DATE: (E-MSTAFF TOI AGENC® ( APPLICANT I NOTES I INITIALS I CITY OF MERIDIAN ORDINANCE NO. BY THE CITY COUNCIL: BIRD, HOAGLUN, ROUNTREE, ZAREMBA AN ORDINANCE COMBINING THE CITY OF MERIDIAN TRAFFIC SAFETY COMMISSION AND THE MERIDIAN TRANSPORTATION COMMITTEE/TASK FORCE INTO A CITY OF MERIDIAN TRANSPORTATION COMMISSION BY REPEALING AND REPLACING TITLE 2, CHAPTER 3, MERIDIAN CITY CODE, RELATED TO: ESTABLISHMENT; DUTIES AND POWERS; MEMBERSHIP; ORGANIZATION; MEETINGS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Meridian desires to create one forum for transportation planning and project development, and to advocate for and promote the advancement of a safe, efficient, and multi-modal transportation network relating to roads, transit corridors, bike lanes, sidewalks, pathways, and lighting to better serve the health and welfare of its citizens, and to promote the economic development needs of the city, businesses, and residents of Meridian; and WHEREAS, the City Council finds that by combining the existing City of Meridian Traffic Safety Commission and the City's Transportation Committee/Task Force into the City of Meridian Transportation Commission that the above-described forum shall be achieved; and WHEREAS, the City Council desires that the newly formed City of Meridian Transportation Commission shall work in conjunction with city staff, other government agencies, citizens, and organizations, to advise the Mayor and City Council in matters related to transportation and traffic safety; and WHEREAS, the City Council desires that, in aggregate, the City of Meridian Transportation Commission and its members shall provide: (1) Broad, city-wide perspective; (2) Appreciation of traffic safety, transpartation, land use and environmental interactions; (3) Representation from resident, business and technical viewpoints on traffic and transportation issues; (4) General understanding of transportation networks and urban systems; (5) Appreciation of economic development implications in transportation projects, and (6) Commitment to developing a balanced, multi-modal transportation system in Meridian. NOW THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF MERIDIAN, IDAHO: Section 1. That Title 2, Chapter 3, of the Meridian City Code, is repealed and replaced to read as follows: 2-3-1: ESTABLISHMENT: ORDINANCE ESTABLISHING TRANSPORTATION COMMISSION -PAGE 1 OF 4 There is hereby established a transportation commission, the purpose of which shall be to provide a forum for cooperation, coordination, planning, and communication between the city of Meridian and its citizens and organizations concerned with transportation planning and the safe and efficient movement of vehicular and pedestrian traffic throughout the community, with other federal, state, and local governmental agencies including, but not limited to, Ada County Highway District (ACHD), Idaho Transportation Department (ITD), Valley Regional Transit (VRT), and the Community Planning Association of Southwest Idaho (COMPASS). 2-3-2: DUTIES AND POWERS: A. Advisory To City Council: The transportation commission shall be deemed advisory and shall report and make recommendations to the mayor and city council. All actions of the transportation commission shall be subject to approval by the mayor and city council by resolution and after such approval shall have the force and effect of ordinance. B. Annual Report: The transportation commission chairperson shall submit an annual report to the mayor and city council regarding the commission's activities and accomplishments in the furtherance of the objectives of this chapter. C. Commission Authority: The transportation commission shall be authorized to: 1. Receive, review, and make recommendations to the city council on all Meridian city traffic safety and transportation matters. 2. Suggest projects to the city council that increase safety in pedestrian and school traffic and that generally improve traffic safety throughout the city. 3. Receive, review, and act on motorist, pedestrian and bicyclist concerns or issues brought forth by citizens of Meridian, that relate to safety of the traveling public. 4. Evaluate and recommend to the city council amendment to the traffic safety and transportation elements of the city's Comprehensive Plan, as may be necessary. 5. Compile and recommend to city council annually a list of the highest priority roadway, intersection, bicycle and pedestrian improvement projects for inclusion in state, regional and local transportation funding programs, such as the COMPASS Long-Range Transportation Plan, ACHD's Capital Improvements Plan, and ITD's Long Range Vision/Plan. 6. Review and make recommendations to city council on the annual budget and Five Year Work Plan (FYWP) prepared by the ACHD. 7. Review and make recommendations to city council on rules and regulations related to speed limits. ORDINANCE ESTABLISHING TRANSPORTATION COMMISSION -PAGE 2 OF 4 8. Review and make recommendations to the city council regarding public transportation, including transit services. 9. Consider other transportation and traffic safety matters as maybe referred to the commission by city council, other political bodies, or city staff. 2-3-3: MEMBERSHIP A. Membership: 1. The transportation commission shall consist of up to nine (9) voting members, and six (6) nonvoting ex-officio members. 2. Members of the transportation commission shall be appointed by the mayor and approved by the city council on a vote of a majority of the city council members, and transportation commission members may, in like manner, be removed. All members of the transportation commission and the officers thereof shall serve without salary or compensation. The city shall provide the necessary and suitable equipment and supplies to enable the transportation commission to properly transact and attend to its business. The budget for transportation commission equipment and supplies shall be provided for through the city budget and administered by the transportation commission's designated city staff liaison(s). B. Qualifications: All members of the transportation commission shall have an interest, competence, or knowledge in matters relating to transportation planning and traffic safety. Commission membership shall be comprised of: four (4) Meridian citizens residing within City limits, one position of which may be designated to represent youth; three (3) Meridian business owners or employees of a business in Meridian; and two (2) individuals with technical expertise and/or education in atransportation-related field. The four (4) Meridian citizens should, if possible, represent different geographic areas of Meridian. The youth commission member may be, at the time of appointment, under eighteen (18) years of age. The six (6) nonvoting ex officio members shall be made up of representatives from the Meridian City Council, ACHD, ITD, COMPASS, VRT, and/or Meridian Joint School District #2 staff. The representative from the Meridian city council serves as both a liaison to the Council and as a nonvoting ex officio member. C. Terms: Initial appointments to seats on the commission shall be made as follows: three (3) 1- year terms; three (3) 2-year terms; and two (2) 3-year terms. All additional and subsequent appointments shall be made for tluee (3) year terms. The youth member shall be appointed to a term of up to one year from September 1 through August 31. Commissioners wishing to serve additional terms must submit a letter of interest thirty (30) days prior to the term's expiration. Reappointments shall be made at the discretion of the mayor, with confirmation by the city council. ORDINANCE ESTABLISHING TRANSPORTATION COMMISSION -PAGE 3 OF 4 D. Vacancies: Vacancies shall be filled in the same manner as original appointments and the appointee shall serve for the remainder of the unexpired term. 2-3-4: ORGANIZATION: A. Officers: At the first meeting of each calendar year, the members of the transportation commission shall meet and organize by electing a chair, vice chair, and such other officers as may be necessary. The commission may request assistance from the city clerk. B. Rules And Bylaws: The transportation commission shall adopt bylaws, rules and regulations for the proper conduct of the business of the commission. The bylaws, rules and regulations are subject to the approval of the mayor and city council after recommendation by the commission. 2-3-5: MEETINGS: The transportation commission shall convene regular meetings at Meridian City Hall, 33 East Broadway Avenue, Meridian, Idaho, each month at three thirty o'clock (3:30) P.M. on the first Monday of each month unless, at the first meeting of each calendar year, the commission shall establish a meeting schedule for the calendar year in which event the published schedule shall apply. All meetings of the commission shall be open to the public, and shall follow the requirements of Idaho's open meeting laws. The commission shall keep minutes and other appropriate written records of its resolutions, proceedings, and actions. The commission shall allow and promote public participation in the meetings of the commission. Additional meetings of the commission maybe scheduled by the commission as necessary to carry out the business of the commission. Section 5. That this ordinance shall be effective immediately upon its passage and publication. PASSED by the City Council of the City of Meridian, Idaho, this day of February, 2013. APPROVED by the Mayor of the City of Meridian, Idaho, this day of February, 2013. APPROVED: Tammy de Weerd, Mayor ATTEST: Jaycee Holman, City Clerk ORDINANCE ESTABLISHING TRANSPORTATION COMMISSION -PAGE 4 OF 4 ~i i n iy u it tir- February 5, 2013 IT 7 CLERKS oFFicE F~N~L acrion- I DATE: I E-MSTAFF TOI AGENCY I APPL CANT I NOTES I INITIALS ( ~i i n ity u it t®n February 5, 2013 I l1 $ Community Item/Presentations Presenter Contact Info./Notes CLERKS OFFICE FINAL ACTION DATE: IE-MSTA D TOI AGENCOY I APPLICANT I NOTES ( INITIALS ADA COUNTY RECORDER Christopher D. Rich AMOUNT .00 BOISE IDAHO 02/07113 10:20 AM DEPUTY Bonnie Oberbillig III IIIIIIIiIIIII~III'I'IIIIIIII III III RECORDED-REQUEST OF Meridian City 11'G=11 ~#G_iF':~ CITY OF MERIDIAN ORDINANCE N®. ~.~ - ~ ~~® BY THE CITY COUNCIL: BIRD, HOAGLUN, ROUNTREE, ZAREMBA AN ORDINANCE (AZ 12-012 - TRADEWINDS SUBDIVISION) FOR ANNEXATION OF A PARCEL OF LAND SITUATED IN THE NW 1/4 OF THE NW 1/4 OF SECTION 29, TOWNSHIP 3 NORTH, RANGE 1 EAST, BOISE MERIDIAN, ADA COUNTY, IDAHO, AS DESCRIBED IN ATTACHMENT "A" AND ANNEXING CERTAIN LANDS AND TERRITORY, SITUATED IN ADA COUNTY, IDAHO, AND ADJACENT AND CONTIGUOUS TO THE CORPORATE LIMITS OF THE CITY OF MERIDIAN AS REQUESTED BY THE CITY OF MERIDIAN; ESTABLISHING AND DETERMINING THE LAND USE ZONING CLASSIFICATION OF SAID LANDS FROM RUT TO R-8 (MEDIUM DENSITY RESIDENTIAL DISTRICT) IN THE MERIDIAN CITY CODE; PROVIDING THAT COPIES OF THIS ORDINANCE SHALL BE FILED WITH THE ADA COUNTY ASSESSOR, THE ADA COUNTY RECORDER, AND THE IDAHO STATE TAX COMMISSION, AS REQUIRED BY LAW; AND PROVIDING FOR A SUMMARY OF THE ORDINANCE; AND PROVIDING FOR A WAIVER OF THE READING RULES; AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE MAYOR AND THE CITY COUNCIL OF THE CITY OF MERIDIAN, COUNTY OF ADA, STATE OF IDAHO: SECTION 1. That the following described land as evidenced by attached Legal Description herein incorporated by reference as Exhibit "A" are within the corporate limits of the City of Meridian, Idaho, and that the City of Meridian has received a written request for annexation and re- zoning by the owner of said property, to-wit: Glacze~• Bank. SECTION 2. That the above-described real property is hereby annexed and re-zoned from RUT to R-8 (Medium Density Residential District), in the Meridian City Code. SECTION 3. That the City has authority pursuant to the laws of the State of Idaho, and the Ordinances of the City of Meridian to annex and zone said property. SECTION 4. That the City has complied with all the noticing requirements pursuant to the laws of the State of Idaho, and the Ordinances of the City of Meridian to annex and re-zone said property. SECTION 5. That the City Engineer is hereby directed to alter all use and area maps as well as the official zoning maps, and all official maps depicting the boundaries and the zoning districts of the City of Meridian in accordance with this ordinance. ANNEXATION - TRADEWINDS SUBDIVISION (AZ 12-012) Page 1 of 3 SECTION 6. All ordinances, resolutions, orders or parts thereof in conflict herewith are hereby repealed, rescinded and annulled. SECTION 7. This ordinance shall be in full force and effect from and after its passage, approval and publication, according to law. SECTION ~. The Clerk of the City of Meridian shall, within ten (10) days following the effective date of this ordinance, duly file a certified copy of this ordinance and a map prepared in a draftsman manner, including the lands herein rezoned, with the following officials of the County of Ada, State of Idaho, to-wit: the Recorder, Auditor, Treasurer and Assessor and shall also file simultaneously a certified copy of this ordinance and map with the State Tax Commission of the State of Idaho. SECTION 9. That pursuant to the affirmative vote of one-half (1/2) plus one (1) of the Members of the full Council, the rule requiring two (2) separate readings by title and one (1) reading in full be, and the same is hereby, dispensed with, and accordingly, this Ordinance shall be in full force and effect upon its passage, approval and publication. PASSED BY THE CITY COUNCIL OF THE CITY OF MERIDIAN, IDAHO, this day of ~ , 2013. APPROVED BY THE MAYOR OF THE CITY OF MERIDIAN, IDAHO, this day of , 2013. ATTEST: JAYCRE L. H®LMAN, CITY z ,~ ~- MAYORT~AIMY de WEERD f `Cj~t A~ ~ . p A U~ U5~< , C~ ?1 ~~ °w City of EI~IDIAN~ IDA61D C'F, ~ 1'.N l~ ~W GTFR ~~~he THE aS~~~~P~ ANNEXATION - TRADEWINDS SUBDIVISION (AZ 12-012) Page 2 of 3 STATE OF IDAHO, ) ss: County of Ada ) On this ~ day of ~~hr vo.,~ , 2013, before me, the undersigned, a Notary Public in and for said State, personally appeared~'AMMY de WEERD and JAYCEE L. HOLMAN, known to me to be the Mayor and City Clerk, respectively, of the City of Meridian, Idaho, and who executed the within instrument, and acknowledged to me that the City of Meridian executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. v. (SEAL) NO ARY PUBLI FDDOR IDA RESIDING AT: f'~le~~c(~~+-~ i 1~ MY COMMISSION EXPIRES: ,~~~(, zc~l c{ E ANNEXATION - TRADEWINDS SUBDIVISION (AZ 12-012) Page 3 of 3 Exhibit A -Legal Description for Annexation - ~ 9233 WEST STATE :STitECT ~ 8t)ISE,10 83714 ~ 208.639.6939 ~ fAX 208.639,6930 October 15, 2012 Protect No.:12a072 EXHIBIT "A" ANNEXATION BOUNDARY LEGAL DESCRIPTION A pares) of land situated in the NW1/4 of the NWi/4 of Seetlon 29, Tovwnship 3 North, Range 1 East, Boise Meridian, Ada County, Idaho and being more particularly described as follows: BEGINNING at a 5/8 inch rebar marking the northwest comer of said 5ectian 29, fr+am which an aluminum cap monument marking the northeast gamer ofthe NWi/4 (N1/4 corner) of said S~tion 29 bears 589°34'31"E a distance of 2680.68 feet, thence along the north Wne of said Section 29 589°34'31."E a distance of 390.26 feet to a pk nail, from which a 5/8 Inch rebar witness comer bears 500°16"48'"W a distance of 25.00 feet; Thence 500°15'48"W a distance of 167.02 feet to a 5/8 inch rebar; Thence 589°34'31"E a distance of 188.t~ feet to a 5/8 inch rebar; Thence N00°16'02"E a distance of 167.02. feet to a pk nail on said north line, from which a 5/8 Inch witness corner bears 500°i6"02"W a distance of 25,00 feet; Thence along said north line 589°34'31~E a distance of 42.00 feet to a pk nail; Thence leaving said north tine S00°16'02"W a distance of 532.55 feet to a 5/8 Inch rebar; Thence N89°41'S4~W a distane~ of 22,50 feet to a 5/8 inch rear, Thence 500'15'45"1PJ a distance of 259.19 feet to a 5/8 Inch rebar, Thence N89°34`31"W a distance of 598.42 feet to a point on the west line of said NW1/4 of the NW 1/4, from which a 5/8 Inch witness comer bears 589°34'31"E a distance of 25.00 feet; Thence along said west Hne N00°14'19"E a distance of 791..79 feet to the POINT O>: BEGiNNf , 5ald parcel contains 10.423 acres or 454,006 xquare feet, more or less and fs subject to all existing easements and rights-of-ways of record or Implied. Attached hereto is Exhibit "`B"' and by this reference made a part hereof. Tradewinds Subdivision Exhibit B -Map for Annexation ~ ~ w..~,h ~~ m ~~ P189'~i `S~~W ~ 21.50" ~ I ~,LL ~~EN o ~ /~~, ~~~1 ~ afro - ~~ ~ ~~ ®, I ~ ~, N ~~ t~~se~a'~~"w Ss~.az' L~C~~NC~ ..~..~, ~ rxrr ~~ + r ~ ~ t r,•; e .............. 'r. t;r,. ~C~.i~"a) f'An" R1A« I,rt~~Jr,IG~tNt ~ f~?r `1'1Q ~+! (.IA+~P1(~ t/ r~ F' d en!~~r ~~~`N F ~ 7~i i5Q 340 ~-~----- ~J ~I ~S~~f 1'A;St ,~~i 1 (~°In ~iC~~f; `,~~~ '~,{'>>. ; ' TRAREWIN~S StJ6l~l1llSlC?iY _ A Pt?RTI~M ~F 1"NE td4'~la/4 of rFt ~1'~+li/4 ®F SCT1t~M 2, ~. 3 td,,R~ i f ~ F.~.s aeA couraT`r, tnAtt#~ r,~ n •,, i._ ~ y __ ~~ti. ~.,.~~ ~ ~ ~. ~;;+~.ac~, ~: on SHEET, EXWIBlT ~~8~, ~, pF ~, ANN~X,ATIQN BOUNpARY ~ES~RIPTl~N Tradewinds Subdivision ~i i n i until tint 1' :February 5, 2013 I $ c~~tz~s oFFtcE FtN,aL acrion- DATE: I E-MSTAFD TOI AGENC® I APPL CANT I NOTES I INITIALS ADA COUNTY RECORDER Christopher D. Rich AMOUNT .00 5 BOISE IDAHO 02/07/13 10:20 AM DEPUTY Bonnie Oberbillig III I~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ I~~ RECORDED-REQUEST OF Meridian City 11..?~114~~1r',~j CITY OF MERIDIAN ORDINANCE NO. / 3 ° /~ BY THE CITY COUNCIL: BIRD, HOAGLUN, ROUNTREE, ZAREMBA AN ORDINANCE (AZ 12-Oll -CITADEL SELF STORAGE) FOR ANNEXATION OF A PARCEL OF LAND LOCATED IN THE NW 1/a OF THE NE '/a OF SECTION 30, TOWNSHIP 4 NORTH, RANGE 1 EAST, BOISE MERIDIAN, ADA COUNTY, IDAHO, AS DESCRIBED IN ATTACHMENT "A" AND ANNEXING CERTAIN LANDS AND TERRITORY, SITUATED IN ADA COUNTY, IDAHO, AND ADJACENT AND CONTIGUOUS TO THE CORPORATE LIMITS OF THE CITY OF MERIDIAN AS REQUESTED BY THE CITY OF MERIDIAN; ESTABLISHING AND DETERMINING THE LAND USE ZONING CLASSIFICATION OF SAID LANDS FROM RUT TO C-C (COMMUNITY BUSINESS DISTRICT) IN THE MERIDIAN CITY CODE; PROVIDING THAT COPIES OF THIS ORDINANCE SHALL BE FILED WITH THE ADA COUNTY ASSESSOR, THE ADA COUNTY RECORDER, AND THE IDAHO STATE TAX COMMISSION, AS REQUIRED BY LAW; AND PROVIDING FOR A SUMMARY OF THE ORDINANCE; AND PROVIDING FOR A WAIVER OF THE READING RULES; AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE MAYOR AND THE CITY COUNCIL OF THE CITY OF MERIDIAN, COUNTY OF ADA, STATE OF IDAHO: SECTION 1. That the following described land as evidenced by attached Legal Description herein incorporated by reference as Exhibit "A" are within the corporate limits of the City of Meridian, Idaho, and that the City of Meridian has received a written request for annexation and re- zoning by the owner of said property, to-wit: Bl, LLC. SECTION 2. That the above-described real property is hereby annexed and re-zoned from RUT to C-C (Community Business District), in the Meridian City Code. SECTION 3. That the City has authority pursuant to the laws of the State of Idaho, and the Ordinances of the City of Meridian to annex and zone said property. SECTION 4. That the City has complied with all the noticing requirements pursuant to the laws of the State of Idaho, and the Ordinances of the City of Meridian to annex and re-zone said property. SECTION 5. That the City Engineer is hereby directed to alter all use and area maps as well as the official zoning maps, and all official maps depicting the boundaries and the zoning districts of the City of Meridian in accordance with this ordinance. ANNEXATION -CITADEL SELF STORAGE (AZ 12-011) Page 1 of 3 SECTION 6. All ordinances, resolutions, orders or parts thereof in conflict herewith are hereby repealed, rescinded and annulled. SECTION 7. This ordinance shall be in full force and effect from and after its passage, approval and publication, according to law. SECTION 8. The Clerk of the City of Meridian shall, within ten (10) days following the effective date of this ordinance, duly file a certified copy of this ordinance and a map prepared in a draftsman manner, including the lands herein rezoned, with the following officials of the County of Ada, State of Idaho, to-wit: the Recorder, Auditor, Treasurer and Assessor and shall also file simultaneously a certified copy of this ordinance and map with the State Tax Commission of the State of Idaho. SECTION 9. That pursuant to the affirmative vote of one-half (1/2) plus one (1) of the Members of the full Council, the rule requiring two (2) separate readings by title and one (1) reading in full be, and the same is hereby, dispensed with, and accordingly, this Ordinance shall be in full force and effect upon its passage, approval and publication. PASSED BY THE CITY COUNCIL OF THE CITY OF MERIDIAN, IDAHO, this day of , 2013. APPROVED BY THE MAYOR OF THE CITY OF MERIDIAN, IDAHO, this day of , 2013. __ ...~M ~~. _~ MAYOR TAMMY de WEERD ATTEST: ~ C/~ City of Y CLERK ~ IOIA~t~ IDFa 110 ~. STATE OF IDAHO, ) ss: County of Ada ) On this ~~ day of i ~b su~`~~ , 2013, before me, the undersigned, a Notary Public in and for said State, personally appeared TAMMY de WEERD and JAYCEE L. HOLMAN, known to me to be the Mayor and City Clerlc, respectively, of the City of Meridian, Idaho, and who executed the within instrument, and acknowledged to me that the City of Meridian executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. (SEAL) NOT RY PUBL C FOR Ib HO RESIDING AT: ~ P.6- t G~ l c.,n 1 l~ MY COMMISSION EXPIRES: ~~ a Z~ ~ ~ ANNEXATION -CITADEL SELF STORAGE (AZ 12-011) Page 3 of 3 Exhibit A -Legal Description ~.J~ ~~ „~ !~l (Ji,~i to I :111, ;~ 't!r'L'(. ~~I1f~, (~ ~~• a ~ ', tt <~ _ f 4 ~I. <',;1~}dpi `~~ ~~~~ ~1r~cM~xai :art Lat f~;~srr'spliUn f~ ~'rrta3l cal I .. 11: :~!.<~~t in tt~ NW1/4 ut thr* PiCi/r tat 5:.iitrn ;3t~, T 4 N., tT S E: , t3 !!~t„ ~:i#y ~t t~h~rtriian, Acla C..~~ir',ly. 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NE1~d C~# Stscii~t~ :rs~, i~ C~~Startcc~ t)I ~'<<1,`l: (k t~ ilac t'~li~#'6 r;~l~ L1:CalflP~t31N. 'i -iC ~tivt± r:; ,~n~ :%1 rce3 r.+;ini~n~ 5.467 acres more or dugs. °`a~e~tht~r v ,1r~ :+rtd :.4rtajr±ut tsa cev~n~tats, ~a~en~etzis ~n~i rlatrtCtiCNtS at record. ~ .trl 9'C:rdLf, t't,~' . a._....._~, t ~,.~ ~ `.. ;GL}1";~it~ •~,.~.., REV! ®VAL E3Y.~ ~ ._ . or z ~ zo~z MEFiIC?IAI~! ~'UC~LIC; ~NC~tFiKS [~FPT. ~,:\r ~ ~ r,. n % ~ / 1 "~ F~~~li~i, l ~~ ~ ,~ x ~ es ~ 1' 1 v' ~ ~ .',) ~r.,~j:` ~)t i '',.' #~,t;',t)tllt?.+~~ll~~'!T/~L11~d~. ~Tt~f`~AGL~rr'i°T`lat~i~t.'d+Uf'C7-t3N(~ttYlDraw-in~stt~~~ripiitcns~tzt?~7 t3hll~f~Y C~i, ~~ Citadel Self-Storage Exhibit B -Map ~~~: ~ / r.~~~~;, i`l sf). ~~'. , , s4~ ti rte. .~ au r- i, t~EVIE {~(,ur ~~' ~`~ aCT 2 ~ 2ot2 ~~~~l~i~~~r~ ~v~~ic ~c~~~~ c~E~~r ' i! c '~ ~~' W±1 "' bN r`,; + _ •p '.t r~;~ ;.` ~ f ~~ .r `; ~ ~•,~ •: ,`~~17~1~,~-~~~t .~;;r;u ~ Y~J~if.z ~r~r-5 ,~9dP~~ J.A,1r;;.~ ; 't;~tG~tT i ~_ ~ ~ ~ c . ~'~~ ~ '~~ ?U~ iAJ, MAIAJ ~TF~E'~T t' , . ~~,,-- _~' ~ ~2a ~ ~~~ ~ o~ f i ~ , i ~,~ ~_r. t,t~ .r,„',~ r.~~a~i ~ ., ; Citadel Self Storage ri i n ity until i °T a February 5, 2013 I 9 Community Item/Presentations Presenter Contact Info./Notes CLEI4KS OFFICE FINAL ACTION DATE: I E-MSTAFF TOI AGENCOY ( APPL CANT I NOTES I INITIALS