HomeMy WebLinkAboutIndependent Contractors Agreement with Turnkey, Inc. for WWTP UV Disinfection, Grit Basin & Outfall Project
EJCDC
STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND CONTRACTOR
ON THE BASIS OF A STIPULATED PRICE
THIS AGREEMENT is dated as of the S '~~
2002 by and between City of Meridian, Ada County Idaho (hereinafter called OWNER) and
Turnkey, Inc. (hereinafter called CONTRACTOR).
OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set
forth, agree as follows:
Article 1. WORK
CONTRACTOR shall complete all Work as specified or indicated in the Contract
Documents. The Work is generally described as follows: Construction of grit removal basin,
UV disinfection basin including installation of Owner furnished UV equipment, post aeration
basin weir modifications, approximately 600 feet of 30-inch effluent outfall, meter facilities,
piping, electrical, sitework, and miscellaneous appurtenant work.
The Project for which the Work under the Contract Documents is described as follows:
Construction of UV/Headworks Facilities
Article 2. ENGINEER
The Project has been designed by Keller Associates, Inc.
who is hereinafter called ENGINEER and who is to act as OWNER's representative,
assume all duties and responsibilities and have the rights and authority assigned to
ENGINEER in the Contract Documents in connection with completion of the Work in
accordance with the Contract Documents.
day of f'c~3 • in the year
Article 3. CONTRACT TIME.
3.1. The Work will be substantially completed within 180 days from the date when
the Contract Time commences to run as provided in paragraph 2.3 of the General
Conditions, and completed and ready for final payment in accordance with
paragraph 14.13 of the General Conditions.
3.2. Liquidated Damages. OWNER and CONTRACTOR recognize that time is of
the essence of this Agreement and that OWNER will suffer financial loss if the Work
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EJCDC - 1
City of Meridian, Idaho
Construction of UV/Headworks Facilities
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is not completed within the times specified in paragraph 3.1 above, plus any
extensions thereof allowed in accordance with Article 12 of the General Conditions.
They also recognize the delays, expense and difficulties involved in proving in a
legal or arbitration proceeding the actual loss suffered by OWNER if the Work is not
completed on time. Accordingly, instead of requiring any such proof, OWNER and
CONTRACTOR agree that as liquidated damages for delay (but not as a penalty)
CONTRACTOR shall pay OWNER Five Hundred dollars ($500) for each day that
expires after the time specified in paragraph 3.1 for Substantial Completion until the
Work is substantially complete. Upon Substantial Completion a reasonable time
period will be provided to complete remaining punchlist work. If the CONTRACTOR
does not complete remaining work in that time liquidated damages will be assessed
at $500 per calendar day until all remaining work is completed. Also, after
Substantial Completion if CONTRACTOR shall neglect, refuse or fail to complete
the remaining Work within the Contract Time or any proper extension thereof
granted by OWNER, the OWNER may withhold monies from the contract and
complete remaining work as required.
Article 4. CONTRACT PRICE
4.1. OWNER shall pay CONTRACTOR for completion of the Work in accordance
with the Contract Documents in current funds as follows: $578,363.00 -Five
Hundred Seventy Eight Thousand, Three Hundred and Sixty Three Dollars.
Article 5. PAYMENT PROCEDURES.
CONTRACTOR shall submit Applications for Payment in accordance with Article 14 of the
General Conditions. Applications for Payment will be processed by ENGINEER as
provided in the general Conditions.
5.1. Progress Payments. OWNER shall make progress payments on account of the
Contract Price on the basis of CONTRACTOR's Applications for Payment as
recommended by ENGINEER, on or about the 25th day of each month during
construction as provided below. All progress payments will be on the basis of the
progress of the work measured by the schedule of values established in paragraph
2.9 of the General Conditions (and in the case of Unit Price Work based on the
number of units completed) or, in the event there is no schedule of values, as
provided in the General Requirements.
5.1.1. Prior to Substantial Completion, progress payments will be made in an
amount equal to the percentage indicated below, but, in each case, less the
aggregate of payments previously made and less such amounts as
ENGINEER, shall determine, or OWNER may withhold, in accordance with
paragraph 14.7 of the General Conditions.
101014 EJCDC - 2 City of Meridian, Idaho
Construction of UV/Headworks Facilities
Less percentage of retainage indicated in the Supplementary
Conditions.
100% of materials and equipment (less 5% retainage) not
incorporated in the Work (but delivered, suitable stored and
accompanied by documentation satisfactory to OWNER as provided
in paragraph 14.2 of the General Conditions).
5.1.2. Upon Substantial Completion, in an amount sufficient to increase total
payments to CONTRACTOR to 100% of the Contract Price, less such
amounts as ENGINEER shall determine, or OWNER may withhold, in
accordance with paragraph 14.7 of the General Conditions..
5.2. Final Payment. Upon final completion and acceptance of the Work in
accordance with paragraph 14.13 of the General Conditions, OWNER shall pay the
remainder of the Contract Price as recommended by ENGINEER as provided in
said paragraph 14.13.
Article 6. INTEREST
All moneys not paid when due as provided in Article 14 of the General Conditions shall
bear interest at the maximum rate allowed by law at the place of the Project.
Article 7. CONTRACTOR'S REPRESENTATIONS.
In order to induce OWNER to enter into this Agreement CONTRACTOR makes the
following representations:
7.1. CONTRACTOR has familiarized itself with the nature and extent of the Contract
Documents, Work, site, locality, and all local conditions and Laws and Regulations
that in any manner may affect cost, progress, performance or furnishing of the
Work.
7.2. CONTRACTOR has studied carefully all reports of explorations and tests of
subsurface conditions and drawings of physical conditions which are identified in the
Supplementary Conditions as provided in paragraph 4.2 of the General Conditions,
and accepts the determination set forth in paragraph SC-4.2 of the Supplementary
Conditions of the extent of the technical data contained in such reports and
drawings upon which CONTRACTOR is entitled to reply.
7.3. CONTRACTOR has obtained and carefully studied (or assumes responsibility
for obtaining and carefully studying) all such examinations, investigations,
explorations, tests, reports and studies (in addition to or to supplement those
101014 EJCDC - 3 City of Meridian, Idaho
Construction of UV/Headworks Facilities
referred to in paragraph 7.2 above) which pertain to the subsurface or physical
conditions at or contiguous to the site or otherwise may affect the cost, progress,
performance or furnishing of the Work at the Contract Price, within the Contract
Time and in accordance with the other terms and conditions of the Contract Price,
within the Contract Time and in accordance with the other terms and conditions of
the Contract Documents, including specifically the provisions of paragraph 4.2 of the
General Conditions; and no additional examinations, investigations, explorations,
tests, reports, studies, or similar information or data are or will be required by
CONTRACTOR for such purposes.
7.4. CONTRACTOR has reviewed and checked all information and data shown or
indicated on the Contract Documents with respect to existing Underground Facilities
at or contiguous to the site and assumes responsibility for the accurate location of
said Underground Facilities. No additional examinations, investigations,
explorations, tests, reports, studies, or similar information or data in respect of said
Underground Facilities are orwill be required by CONTRACTOR in orderto perform
and furnish the Work at the Contract Price, within the Contract Time and in
accordance with the other terms and conditions of the Contract Documents,
including specifically the provisions of paragraph 4.3 of the General Conditions.
7.5. CONTRACTOR has correlated the results of all such observations,
examinations, investigations, explorations, tests, reports and studies with the terms
and conditions of the Contract Documents.
7.6. CONTRACTOR has given ENGINEER written notice of all conflicts, errors or
discrepancies that he has discovered in the Contract Documents and the written
resolution thereof by ENGINEER is acceptable to CONTRACTOR.
Article 8. CONTRACT DOCUMENTS
The Contract Documents which comprise the entire agreement between OWNER and
CONTRACTOR concerning the Work consist of the following:
8.1. This Agreement
8.2. Exhibits to this Agreement
8.3. Performance and other Bonds
8.4. Notice of Award
8.5. General Conditions
8.6. State of Idaho Requirements
101014 EJCDC - 4 City of Meridian, Idaho
Construction of UV/Headworks Facilities
8.7. Supplementary Conditions
8.8. Technical Specifications
8.9. Drawings
8.10. Addenda
8.11. CONTRACTOR's Bid
8.12. Documentation submitted by CONTRACTOR prior to Notice of Award
8.13. The following which may be delivered or issued after the Effective Date of the
Agreement and are not attached hereto: All Written Amendments and other
documents amending, modifying, or supplementing the Contract Documents
pursuant to paragraphs 3.4 and 3.5 of the General Conditions.
8.14. The documents listed in paragraphs 8.2 et seq. above are attached to this
Agreement (except as expressly noted otherwise above).
There are no Contract Documents other than those listed above in this Article 8. The
Contract Documents may only be amended, modified or supplemented as provided in
paragraphs 3.4 and 3.5 of the General Conditions.
Article 9. MISCELLANEOUS.
9.1. Terms used in this Agreement which are defined in Article 1 of the General
Conditions will have the meanings indicated in the General Conditions.
9.2. No assignment by a party hereto of any rights under or interest in the Contract
Documents will be binding on another party hereto without the written consent of the
party sought to be bound; and specifically but without limitation moneys that may
become due and moneys that are due may not be assigned without such consent
(except to the extent that the effect of this restriction may be limited by law), and
unless specifically stated to the contrary in any written consent to an assignment no
assignment will release or discharge the assignor from any duty or responsibility
under the Contract Documents.
9.3. OWNER and CONTRACTOR each binds itself, its partners, successors,
assigns and legal representatives tothe other party hereto, its partners, successors,
assigns and legal representatives in respect of all covenants and obligations
contained in the Contract Documents.
101014 EJCDC - 5 City of Meridian, Idaho
Construction of UV/Headworks Facilities
Article 10. OTHER PROVISIONS
IN WITNESS WHEREOF, OWNER and CONTRACTOR have signed this Agreement in
triplicate. One counterpart each has been delivered to OWNER, CONTRACTOR and
ENGINEER. All portions of the Contract Documents have been signed or identified by
OWNER and CONTRACTOR or by ENGINEER on their behalf.
The Agreement will be effective on ~i-uar- ~ 200
Owner ' Contractor ~G/,e,tJ- ~G~1 /,tJC .
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Address for giving notices Address for giving notices
1551 N.W. 9th Street
Ontario, Oregon 97914
License No. 11414-AAA-1-2-3
Agent for service of process:
Turn-Key, Inc.
1551 N.W. 9th Street
Ontario, Oregon 97914
101014 EJCDC - 6 City of Meridian, Idaho
Construction of UV/Headworks Facilities