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HomeMy WebLinkAboutB & B Builders and Supply-8/22/2011 (3)ocument A132TM - 2009 Standard Form of Agreement Between Owner and Contractor,Construction Manager as Adviser Edition AGREEMENT made as of the 9th day of August in the year 2011 (In words, indicate day, month and year.) BETWEEN the Owner: (Name, legal status, address and other information) City of Waterloo 715 Mulberry Street Waterloo, IA 50703 and the Contractor: (Name, legal status, address and other information) B&B Builders Supply 5728 Sierra Drive Waterloo, IA 50701 for the following Project: (Name, location and detailed description) City of Waterloo Fire Station Site Repairs Involving Headquarters and Sub Stations, 3,4 and 6 The Construction Manager: (Name, legal status, address and other information) The Samuels Group, Inc 311 Financial Way, Suite 300 Wausau, WI 54401 The Architect: (Name, legal status, address and other information) The Samuels Group, Inc 311 Financial Way, Suite 300 Wausau, WI 54401 The Owner and Contractor agree as follows. Provide Labor, Material and Equipment complete bid Category 3 Concrete and General Requirements per plans and specs dated July 20th, 2011 and Addenda #1. This includes all Shop drawings, Product data, and samples: Please refer to your specific specification sections for all Submittal requirements. These must be turned in and approved prior to starting work on the job site Close out documentation: Carefully read the requirements for close out documentation of your work. The Samuels Group will require this data to be submitted in full prior to your 70% monthly billing. The Samuels Group will not release payments past 70% until this requirement is completed. We encourage you 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 A232TTM-2009, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition; B1327TM-2009, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition; and C132TTM-2009, Standard Form of Agreement Between Owner and Construction Manager as Adviser. AIA Document A2321TM-2009 is adopted in this document by reference. Do not use with other general conditions unless this document is modified. AIA Document A132TM — 2009 formerly A10171°CMa —1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights Inst reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under i the law. This document was produced by AIA software at 15:39:32 on 08/09/2011 under Order No.2997115469_1 which expires on 02/14/2012, and is not for resale. User Notes: (828863091) Init. to order all of the required 0 & M Manuals with the ordering of equipment and material. This policy is to assure fast and complete close out so that the final applications and retainage may be billed. Close out items that are required by 70% completion are 3 hardcopies of O&M manuals. Close out items that are not required by 70% completion are warranty letter and As Builts. All Partial Lien Waivers and final lien waver must be submitted prior to the next month's pay application. If they are not submitted, the application for payment will go unprocessed. All applications and lien waivers are due no later than the 25TH of the month in the billing cycle. All pay applications must be submitted on AIA forms G702 and G703. Pay applications will not be accepted unless they are on those forms. AIA Document A13271— 2009 (formerly A101'°°CMa — 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:39:32 on 08/09/2011 under Order No.2997115469_1 which expires on 02/14/2012, and is not for resale. User Notes: (828863091) Init. TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 4 CONTRACT SUM 5 PAYMENTS 6 DISPUTE RESOLUTION 7 TERMINATION OR SUSPENSION 8 MISCELLANEOUS PROVISIONS 9 ENUMERATION OF CONTRACT DOCUMENTS 10 INSURANCE AND BONDS ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement, all of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 9. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 3.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner. (Insert the date of commencement, if it dimers from the date of this Agreement or, if applicable, state that the date will be fixed in a notice to proceed) August 16th. Substantial Completion September 30th 2011 If, prior to the commencement of the Work, the Owner requires time to file mortgages, mechanics' liens and other security interests, the Owner's time requirement shall be as follows: § 3.2 The Contract Time shall be measured from the date of commencement. § 3.3 The Contractor shall achieve Substantial Completion of the entire Work not later than ten ( 10) days from the date of commencement, or as follows: (Insert number of calendar days. Alternatively, a calendar date may be used when coordinated with the date of commencement. If appropriate, insert requirements for earlier Substantial Completion of certain portions of the Work.) Portion of the Work Substantial Completion Date Concrete September 30, 2011 1 Subject to adjustments of this Contract Time as provided in the Contract Documents. AIA Document Al 32T" — 2009 formerly A101 TMCMa — 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA'Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:39:32 on 08/09/2011 under Order No.2997115469 1 which expires on 02/14/2012, and is not for resale. User Notes: (828863091) Init. (Insert provisions, if any, for liquidated damages relating to failure to achieve Substantial Completion on time or for bonus payments for early completion of the Work.) ARTICLE 4 CONTRACT SUM § 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum shall be (Paragraphs deleted) One Hundred Thirty -Nine Thousand Nine Hundred Fifty Dollars and 00/100 ($ 139,950.00 ), subject to additions and deductions as provided in the Contract Documents. § 4.2 Stipulated Sum § 4.2.1 The Stipulated Sum shall be ($ ), subject to additions and deletions as provided in the Contract Documents. § 4.2.2 The Stipulated Sum is based on the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: (State the numbers or other identification of accepted alternates. If the bidding or proposal documents permit the Owner to accept other alternates subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when that amount expires.) § 4.2.3 Unit prices, if any: (Identifr and state the unit price, and state the quantity limitations, if any, to which the unit price will be applicable.) Item Units and Limitations Price per Unit ($0.00) § 4.2.4 Allowances included in the Stipulated Sum, if any: (Identify allowance and state exclusions, if any, from the allowance price.) Item Allowance § 4.3 Cost of the Work Plus Contractor's Fee without a Guaranteed Maximum Price § 4.3.1 The Contract Sum is the Cost of the Work as defined in Exhibit A, Determination of the Cost of the Work, plus the Contractor's Fee. § 4.3.2 The Contractor's Fee: (State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor's Fee.) NA § 4.3.3 The method of adjustment of the Contractor's Fee for changes in the Work: NA § 4.3.4 Limitations, if any, on a Subcontractor's overhead and profit for increases in the cost of its portion of the Work: NA § 4.3.5 Rental rates for Contractor -owned equipment shall not exceed percent ( %) of the standard rate paid at the place of the Project. § 4.3.6 Unit prices, if any: (Identify and state the unit price; state quantity limitations, if any, to which the unit price will be applicable.) Item Units and Limitations Price per Unit ($0.00) AIA Document A132T"° — 2009 (formerly A101 i1°CMa —1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:39:32 on 08/09/2011 under Order No.2997115469_1 which expires on 02/14/2012, and is not for resale. User Notes: (828863091) § 4.3.7 The Contractor shall prepare and submit to the Construction Manager for the Owner, in writing, a Control Estimate within 14 days of executing this Agreement. The Control Estimate shall include the items in Section A.1 of Exhibit A, Determination of the Cost of the Work. § 4.4 Cost of the Work Plus Contractor's Fee with a Guaranteed Maximum Price § 4.4.1 The Contract Sum is the Cost of the Work as defined in Exhibit A, Determination of the Cost of the Work, plus the Contractor's Fee. § 4.4.2 The Contractor's Fee: (State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor's Fee.) INA § 4.4.3 The method of adjustment of the Contractor's Fee for changes in the Work: INA § 4.4.4 Limitations, if any, on a Subcontractor's overhead and profit for increases in the cost of its portion of the Work: INA § 4.4.5 Rental rates for Contractor -owned equipment shall not exceed percent ( %) of the standard rate paid at the place of the Project. § 4.4.6 Unit Prices, if any: (Iden j and state the unit price, and state the quantity limitations, if any, to which the unit price will be applicable.) Item Units and Limitations Price per Unit ($0.00) § 4.4.7 Guaranteed Maximum Price § 4.4.7.1 The sum of the Cost of the Work and the Contractor's Fee is guaranteed by the Contractor not to exceed ($ ), subject to additions and deductions by changes in the Work as provided in the Contract Documents. Such maximum sum is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner. (Insert specific provisions if the Contractor is to participate in any savings.) NA § 4.4.7.2 The Guaranteed Maximum Price is based on the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: NA § 4.4.7.3 Allowances included in the Guaranteed Maximum Price, if any: (Identify and state the amounts of any allowances, and state whether they include labor, materials, or both.) Item Allowance § 4.4.7.4 Assumptions, if any, on which the Guaranteed Maximum Price is based: ARTICLE 5 PAYMENTS § 5.1 Progress Payments § 5.1.1 Based upon Applications for Payment submitted to the Construction Manager by the Contractor, and upon certification of the Project Application and Project Certificate for Payment or Application for Payment and Certificate for Payment by the Construction Manager and Architect and issuance by the Architect, the Owner shall make progress AIA Document A132T0 — 2009 formerly A101' CMa —1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this ALS© Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:39:32 on 08/09/2011 under Order No.2997115469_1 which expires on 02/14/2012, and is not for resale. User Notes: (828863091) payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. § 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: § 5.1.3 Provided that an Application for Payment is received by the Construction Manager not later than the 25th day of a month, the Owner shall make payment of the certified amount in the Application for Payment to the Contractor not later than the 1st day of the following month. If an Application for Payment is received by the Construction Manager after the application date fixed above, payment shall be made by the Owner not later than Thirty ( 30 ) days after the Construction Manager receives the Application for Payment. (Federal, state or local laws may require payment within a certain period of time.) § 5.1.4 Progress Payments Where the Contract Sum is Based on a Stipulated Sum § 5.1.4.1 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work and be prepared in such form and supported by such data to substantiate its accuracy as the Construction Manager and Architect may require. This schedule, unless objected to by the Construction Manager or Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. § 5.1.4.2 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. § 5.1.4.3 Subject to the provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: .1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the total Contract Sum allocated to that portion of the Work in the schedule of values, less retainage of Five percent ( 5 %). Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute may be included as provided in Section 7.3.9 of the General Conditions; .2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitably stored offthe site at a location agreed upon in writing), less retainage of Five percent ( 5 %); .3 Subtract the aggregate of previous payments made by the Owner; and .4 Subtract amounts, if any, for which the Construction Manager or Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of the General Conditions. § 5.1.4.4 The progress payment amount determined in accordance with Section 5.1.4.3 shall be further modified under the following circumstances: .1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to percent ( %) of the Contract Sum, less such amounts as the Construction Manager recommends and the Architect determines for incomplete Work and unsettled claims; and .2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable in accordance with Section 9.10.3 of the General Conditions. § 5.1.4.5 Reduction or limitation of retainage, if any, shall be as follows: (If it is intended, prior to Substantial Completion of the entire Work, to reduce or limit the retainage resulting from the percentages inserted in Sections 5.1.4.3.1 and 5.1.4.3.2 above, and this is not explained elsewhere in the Contract Documents, insert here provisions for such reduction or limitation.) § 5.1.5 Progress Payments Where the Contract Sum is Based on the Cost of the Work without a Guaranteed Maximum Price § 5.1.5.1 With each Application for Payment, the Contractor shall submit the cost control information required in Exhibit A, Determination of the Cost of the Work, along with payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached and any other evidence required by the Owner, Construction Manager or Architect to demonstrate that cash disbursements already made by the Contractor on account of the Cost of the Work AIA Document A132T6' — 2009 formerly A101'"'CMa —1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this A1P® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the lave. This document was produced by AIA software at 15:39:32 on 08/09/2011 under Order No.2997115469_1 which expires on 02/14/2012, and is not for resale. User Notes: (828863091) equal or exceed (1) progress payments already received by the Contractor; less (2) that portion of those payments attributable to the Contractor's Fee; plus (3) payrolls for the period covered by the present Application for Payment. § 5.1.5.2 Applications for Payment shall show the Cost of the Work actually incurred by the Contractor through the end of the period covered by the Application for Payment and for which the Contractor has made or intends to make actual payment prior to the next Application for Payment. § 5.1.5.3 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: .1 Take the Cost of the Work as described in Exhibit A, Determination of the Cost of the Work; .2 Add the Contractor's Fee, less retainage of percent ( %). The Contractor's Fee shall be computed upon the Cost of the Work described in that Section at the rate stated in that Section; or if the Contractor's Fee is stated as a fixed sum, an amount which bears the same ratio to that fixed -sum Fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the Work upon its completion; .3 Subtract retainage of percent ( %) from that portion of the Work that the Contractor self -performs; .4 Subtract the aggregate of previous payments made by the Owner; .5 Subtract the shortfall, if any, indicated by the Contractor in the documentation required by Article 5 or resulting from errors subsequently discovered by the Owner's auditors in such documentation; and .6 Subtract amounts, if any, for which the Construction Manager or Architect has withheld or withdrawn a Certificate for Payment as provided in Section 9.5 of AIA Document A232TM-2009, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition. § 5.1.5.4 The Owner, Construction Manager and Contractor shall agree upon (1) a mutually acceptable procedure for review and approval of payments to Subcontractors and (2) the percentage of retainage held on Subcontracts, and the Contractor shall execute subcontracts in accordance with those agreements. § 5.1.5.5 In taking action on the Contractor's Applications for Payment, the Construction Manager and Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Contractor and shall not be deemed to represent that the Construction Manager and Architect have made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Article 5 or other supporting data; that the Construction Manager and Architect have made exhaustive or continuous on-site inspections; or that the Construction Manager and Architect have made examinations to ascertain how or for what purposes the Contractor has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner. § 5.1.5.6 Except with the Owner's prior approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. § 5.1.6 Progress Payments Where the Contract Sum is Based on the Cost of the Work with a Guaranteed Maximum Price § 5.1.6.1 With each Application for Payment, the Contractor shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner or Architect to demonstrate that cash disbursements already made by the Contractor on account of the Cost of the Work equal or exceed (1) progress payments already received by the Contractor; less (2) that portion of those payments attributable to the Contractor's Fee; plus (3) payrolls for the period covered by the present Application for Payment. § 5.1.6.2 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work and be prepared in such form and supported by such data to substantiate its accuracy as the Construction Manager and Architect may require. This schedule, unless objected to by the Construction Manager or Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. § 5.1.6.3 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed; or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Contractor on account of that portion of the Work for which the AIA Document Al 32T1° — 2009 formerly A101 T1ACMa —1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:39:32 on 08/09/2011 under Order No.2997115469_1 which expires on 02/14/2012, and is not for resale. User Notes: (828863091) Init. Contractor has made or intends to make actual payment prior to the next Application for Payment by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. § 5.1.6.4 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: .1 Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as provided in Section 7.3.10 of AIA Document A232-2009; .2 Add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing; .3 Add the Contractor's Fee, less retainage of percent ( %). The Contractor's Fee shall be computed upon the Cost of the Work at the rate stated in Section 4.4.2 or, if the Contractor's Fee is stated as a fixed sum in that Section, shall be an amount that bears the same ratio to that fixed -sum fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the Work upon its completion; .4 Subtract retainage of percent ( %) from that portion of the Work that the Contractor self -performs; .5 Subtract the aggregate of previous payments made by the Owner; .6 Subtract the shortfall, if any, indicated by the Contractor in the documentation required by Section 5.1.6.1 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentation; and .7 Subtract amounts, if any, for which the Construction Manager or Architect have withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A232-2009. § 5.1.6.5 The Owner and the Contractor shall agree upon a (1) mutually acceptable procedure for review and approval of payments to Subcontractors and (2) the percentage of retainage held on Subcontracts, and the Contractor shall execute subcontracts in accordance with those agreements. § 5.1.6.6 In taking action on the Contractor's Applications for Payment, the Construction Manager and Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Contractor and shall not be deemed to represent that the Construction Manager or Architect have made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Section 5.1.6.1 or other supporting data; that the Construction Manager or Architect have made exhaustive or continuous on-site inspections; or that the Construction Manager or Architect have made examinations to ascertain how or for what purposes the Contractor has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, ifrequired by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner. § 5.1.6.7 Except with the Owner's prior approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. § 5.2 Final Payment § 5.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when .1 the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work as provided in Section 12.2 of AIA Document A232-2009, and to satisfy other requirements, if any, which extend beyond final payment; .2 the Contractor has submitted a final accounting for the Cost of the Work, pursuant to Exhibit A, Determination of the Cost of the Work when payment is on the basis of the Cost of the Work, with or without a Guaranteed Maximum payment; and .3 a final Certificate for Payment or Project Certificate for Payment has been issued by the Architect; such final payment shall be made by the Owner not more than 30 days after the issuance of the final Certificate for Payment or Project Certificate for Payment, or as follows: AIA Document A1327D° — 2009 (formerly A101 T"CMa —1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:39:32 on 08/09/2011 under Order No.2997115469_1 which expires on 02/14/2012, and is not for resale. User Notes: (828863091) Init. ARTICLE 6 DISPUTE RESOLUTION § 6.1 Initial Decision Maker The Architect will serve as Initial Decision Maker pursuant to Section 15.2 of AIA Document A232-2009, unless the parties appoint below another individual, not a party to this Agreement, to serve as Initial Decision Maker. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.) § 6.2 Binding Dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Section 15.3 of AIA Document A232 2009, the method of binding dispute resolution shall be as follows: (Check the appropriate box. If the Owner and Contractor do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction.) [ ] Arbitration pursuant to Section 15.4 of AIA Document A232-2009. [ ] Litigation in a court of competent jurisdiction. [ ] Other: (Specify) ARTICLE 7 TERMINATION OR SUSPENSION § 7.1 Where the Contract Sum is a Stipulated Sum § 7.1.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A232-2009. § 7.1.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A232-2009. § 7.2 Where the Contract Sum is Based on the Cost of the Work with or without a Guaranteed Maximum Price § 7.2.1 Subject to the provisions of Section 7.2.2 below, the Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A232-2009. § 7.2.2 The Contract may be terminated by the Owner for cause as provided in Article 14 of AIA Document A232-2009; however, the Owner shall then only pay the Contractor an amount calculated as follows: .1 Take the Cost of the Work incurred by the Contractor to the date of termination; .2 Add the Contractor's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Sections 4.3.2 or 4.4.2, as applicable, or, if the Contractor's Fee is stated as a fixed sum, an amount that bears the same ratio to that fixed -sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and .3 Subtract the aggregate of previous payments made by the Owner. § 7.2.3 If the Owner terminates the Contract for cause when the Contract Sum is based on the Cost of the Work with a Guaranteed Maximum Price, and as provided in Article 14 of AIA Document A232 2009, the amount, if any, to be paid to the Contractor under Section 14.2.4 of AIA Document A232-2009 shall not cause the Guaranteed Maximum Price to be exceeded, nor shall it exceed the amount calculated in Section 7.2.2. § 7.2.4 The Owner shall also pay the Contractor fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Contractor that the Owner elects to retain and that is not otherwise included in the Cost of the Work under Section 7.2.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Contractor shall, as a condition of receiving the payments referred to in this Article 7, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Contractor, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Contractor under such subcontracts or purchase orders. § 7.2.5 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A232-2009; in such case, the Contract Sum and Contract Time shall be increased as provided in Section 14.3.2 of AIA Document A232-2009, except that the term 'profit' shall be understood to mean the Contractor's Fee as described in Sections 4.3.2 and 4.4.2 of this Agreement. AIA Document A1327°° — 2009 formerly A101 TMCMa —1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:39:32 on 08/09/2011 under Order No.2997115469_1 which expires on 02/14/2012, and is not for resale. User Notes: (828863091) Init. ARTICLE 8 MISCELLANEOUS PROVISIONS § 8.1 Where reference is made in this Agreement to a provision of AIA Document A232-2009 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 8.2 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if any.) § 8.3 The Owner's representative: (Name, address and other information) The Samuels Group, Inc 311 Financial Way Suite 300 Wausau, WI 54401 § 8.4 The Contractor's representative: (Name, address and other information) B&B Builders & Supply 572E Sierra Drive Waterloo, Iowa 50701 § 8.5 Neither the Owner's nor the Contractor's representative shall be changed without ten days written notice to the other party. § 8.6 Other provisions: ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS § 9.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated in the sections below. § 9.1.1 The Agreement is this executed AIA Document A132-2009, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition. § 9.1.2 The General Conditions are, AIA Document A232-2009, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition. § 9.1.3 The Supplementary and other Conditions of the Contract: Document Title Date Pages § 9.1.4 The Specifications: (Either list the Specifications here or refer to an exhibit attached to this Agreement.) Section Title Date Pages § 9.1.5 The Drawings: (Either list the Drawings here or refer to an exhibit attached to this Agreement.) Number Title Date AIA Document A132T°1— 2009 formerly A101 TMCMa —1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:39:32 on 08/09/2011 under Order No.2997115469_1 which expires on 02/14/2012, and is not for resale. User Notes: (828883091) § 9.1.6 The Addenda, if any: Number Date Pages Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 9. § 9.1.7 Additional documents, if any, forming part of the Contract Documents are: .1 AIA Document A 132TM 2009, Exhibit A, Determination of the Cost of the Work, if applicable. .2 AIA Document E201TM-2007, Digital Data Protocol Exhibit, if completed, or the following: .3 AIA Document E202TM-2008, Building Information Modeling Protocol Exhibit, if completed, or the following: .4 Other documents, if any, listed below: (List here any additional documents which are intended to form part of the Contract Documents. AIA Document A232-2009 provides that bidding requirements such as advertisement or invitation to bice Instructions to Bidders, sample forms and the Contractor's bid are not part of the Contract Documents unless enumerated in this Agreement. They should be listed here only if intended to be part of the Contract Documents.) ARTICLE 10 INSURANCE AND BONDS The Contractor shall purchase and maintain insurance and provide bonds as set forth in Article 11 of AIA Document A232-2009. (State bonding requirements, if any, and limits of liability for insurance required in Article 11 ofAIA Document A232-2009.) Type of Insurance or Bond Limit of Liability or Bond Amount ($0.00) This Agretent is entered into as of the day and y. first written above. 1 — ies+6.G I (Printed name and title) 81aa-12a7 1 CONTRACTOR (Signature Robert Brustkern - Owner (Printed name and title) AIA Document A132T" — 2009 (formerly A101 T09CMa — 1992). Copyright © 1975, 1980, 1992 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:39:32 on 08/09/2011 under Order No.2997115489_1 which expires on 02/14/2012, and is not for resale. User Notes: (828863091) BID BOND KNOW ALL MEN BY THESE PRiSENTS, that we, B&B Builders & Supply as Principal, and Merchants Bonding Company (Mutual) as Surety are held and firmly bound unto the CITY OF WATERLOO , Iowa, hereinafter called "OWNER." in the penal sum Five Percent of the Amount Bid Dollars (S ---5%-- of which sum will and trul successors, jointly and se. that whereas the Principa' August The NOW, THEREFORE, _) lawful money of the United States, for the payment }e made, we bind ourselves, our heirs, executors, administrators, and ally, firmly by these presents. The condition of this obligation is such submitted the accompanying bid dated the $t, day of '0.11 If,, ',te rep,.. .B/ Ct, �" " d er^tT4 Sf� ` (a) If said Bid shall be rejected, or in the alternate, (b) if said Bid shall be accepted and the Principal shall execute and deliver a contract in the form specified and shall furnish a bond for his faithful performance of said contract, and for the payment of all persons performing labor or furnishing materials in connection therewith, and shall in all other respects perform the agreement created by the acceptance of said Bid, Then this obligation shall be void, otherwise the same shall remain in force and effect; It being expressly understood and agreed that the liability of the Surety for any and alt claims hereunder shall, In no event, exceed the penal amount of this obligation as herein stated. By virtue of statutory authority, the full amount of this bid bond shall be forfeited to the Owner in liquidation of damages sustained in the event that the Principal falls to execute the contract and provide the bond as provided in the specifications ar by law. The Surety, for value received, hereby stipulates and agrees that the obligations of said Surety and its bond shall be In no way impaired or affected by any extension of the time within which the Owner may accept such Bid or execute such contract; and said Surety does hereby waive notice of any such extension, IN WITNESS WHEREOF, the Principal and the Surety, have hereunto set their hands and seals, and such of them as are corporations, have Caused their corporate seals to be hereto affixed and these presents to be signed by their proper officers this $th day of August A,D, 2011 B&B Builders & Supply Principal By /6. p�ci $ mtle) 'Yl CJ's Merchants Bonding Company (Mutual) (Seal) Witness Sur Z.-- Ey Witney Barry A. McGee Attorney -in -f /V 0 in L �LdN(,2 MERCHANTS BONDING COMPANY POWER OF ATTORNEY Know All Persons By These Presents, that the MERCHANTS BONDING COMPANY (MUTUAL), a corporation duly organized under the laws of the State of Iowa, and having its principal office in the City of Des Moines, County of Polk, State of Iowa, hath made, constituted and appointed, and does by these presents make, constitute and appoint Dione R. Young, Barry A. McGee, John W. Ahrold, John R. Fay, Jennifer Stark, Karlene Kentner, Matt Fay of Des Moines and State of Iowa its true and lawful Attomey-in-Fact, with full power and authority hereby conferred in its name, place and stead, to sign, execute, acknowledge and deliver in its behalf as surety any and all bonds, undertakings, recognizances or other written obligations in the nature thereof, subject to the limitation that any such instrument shall not exceed the amount of: FIVE MILLION ($5,000,000.00) DOLLARS and to bind the MERCHANTS BONDING COMPANY (MUTUAL) thereby as fully and to the same extent as if such bond or undertaking was signed by the duly authorized officers of the MERCHANTS BONDING COMPANY (MUTUAL), and all the acts of said Attorney -in -Fact, pursuant to the authority herein given, are hereby ratified and confirmed. This Power-of-Attomey is made and executed pursuant to and by authority of the following Amended Substituted and Restated By - Laws adopted by the Board of Directors of the MERCI CANTS BONDING COMPANY (MUTUAL) on November 10, 2002. ARTICLE Il, SECTION 8 - The Chairman of the Board or President or any Vice President or Secretary shall have power and authority to appoint Attomeys-in-Fact, and to authorize them to execute on behalf of the Company, and attach the Seal of the Company thereto, bonds and undertakings, recognizances, contracts of indemnity and other writings obligatory in the nature thereof. ARTICLE II, SECTION 9 - The signature of any authorized officer and the Seal of the Company may be affixed by facsimile to any Power of Attorney or Certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obligations of the Company, and such signature and seal when so used shall have the same force and effect as though manually fixed. In Witness Whereof, MERCHANTS BONDING COMPANY (MUTUAL) has caused these presents to be signed by its President and its corporate seal to be hereto affixed, this 3rd day ofSeptember, 2009. • • h • • •r•..: -0- �• • • • : y~ 1933 :e: • (.7%'ti• STATE OF IOWA • •• President MERCHANTS BONDING COMPANY (MUTUAL) By 7, COUNTY OF POLK ss. On this 3rd day of September, 2009 , before me appeared Larry Taylor, to me personally known, who being by me duly swom did say that he is President of the MERCHANTS BONDING COMPANY (MUTUAL), the corporation described in the foregoing instrument, and that the Seal affixed to the said instrument is the Corporate Seal of the said Corporation and that the said instrument was signed and sealed in behalf of said Corporation by authority of its Board of Directors. In Testimony Whereof, I have hereunto set my hand and affixed my Official Seal at the City of Des Moines, Iowa, the day and year first above written. eows,e: CINDY SMYTH Commission Number 173504 My Commission Expires March 16, 2012 STATE OF IOWA COUNTY OF POLK ss. Notary Public, Polk County, Iowa I, William Wamer, Jr., Secretary of the MERCHANTS BONDING COMPANY (MUTUAL), do hereby certify that the is a true and correct copy of the POWER-OF-ATTORNEY executed by said MERCHANTS BONDING COMPANY still in full force and effect and has not been amended or revoked. In Witness Whereof, I have hereunto set my hand and affixed the seal of the Company on this 8th day of POA 0001 (1/09) :Z• • .1. 1933 : c; *.-"Z2*- • • 0 above and foregoing (MUTUAL), which is Secretary August , 2011 •