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HomeMy WebLinkAboutIndependend Contractor Agreement with Trojan Technologies for Ultra Violet Disinfection Waste Water TreatmentA EJCDC STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR ON THE BASIS OF A STIPULATED PRICE TH1S AGREEMENT is dated as of the 28 n- day of January in the year 19 94 by and between City of Meridian, Idaho (hereinafter called OWNER) and _ Tro'an Technologies, Inc. (hereinafter called CONTRACTOR). OWNER and CONTRACTOR, in consideration ofthe 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: Furnishing Ultra-Violet disinfection equipment to the job-site in"Meridian, Idaho The Project for which the Work under the Contract Documents may be the whole or only a part is generally described as follows: Same as above Article 2. ENGINEER. _ The Project has been designed by Forsgren Associates, PA (now known as Keller Associates, P.A.) who is hereinafter called ENGINEER and who is to act as OWNER's representative, assume all duties :tnd 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. Article 3. CONTRACT TIME. ,and a ~~ o e enera on ittons on ,19 n a 3. I. The Work will be substantially completed within 1$ 0 days from the date when the Contract Time commences to run as provided in paragraph 2.3 of the General Conditions, and comple~e~d0and ready for final payment in accordance with paragraph 14.13 of the General Conditions within 'n days from the date when the Contract Time commences to run. R 3.2. Liytridured Dumrrges. OWNER and CONTRACTOR recognize that time is of the essence of this Agreement and that OWNER will suffer financial loss if the Work is not completed within the times ~ specified in paragraph 3.1 above. plus any extensions thereof allowed in accordance with Article I? 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 Two Hiindre~d r;fty and no/100 dollars (S 250.00 )for each day that expires after the time specified in paragraph 3.1 for Substantial Completion until the Work is substantially complete. After Substantial Completion if CONTRACTOR shall neglect, refuse or fail to complete the remaining Work within the Contract Time or any proper extension thereof branteel by ., • OWNER, CONTRACTOR shall pay OWNER Two Hundred Fifty and no/100 dollars ($ 2~0 . 00 )for each day that expires after the time specified in paragraph 3. I for completion and readiness for final payment. 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: "Special Conditions"- Section 01300 Faragragh 2.12 - "Payments" [here insert a lump sum, unit prices or both, if necessary attach exhibits and list them in Article g.) Lump Sum Price: One Hundred Twelve Thousand andno/100 Dollars. ($112, 000.00) [CONTRACTOR'S Bid may be attached as an exhibit to avoid lengthy retyping of unit price schedules, formulae for escalation of prices, information as to alternatives, etc. Article 5. PAYMENT PROCEDURES. CON'i RACTOR shall submit Applications for Payment in accordance with Article 14 of the General Condi- tions. 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 A lications for Pa ment as rec PP y ommended by ENGINEER, on or about the 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 ?.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 :tn amount equal to the percentage indicated below, but. in each case, less the aggregate of payment, previously made rota ~ less such amounts as ENGINEER shall determine, or OWNER may withhold, in accordance with paragraph 14.7 of the General Conditions. percentages in accord with the "Specia ~ Conditions''- Section 01300 - Paragragh 2.12 - "Payments" % of Work completed. If Work has been SO% completed as determined by ENGI- NEER, and if the character and progress of the Work have been satisfactory to OWNER and ENGINEER, OWNER on recommendation of ENGINEER, may determine that as long as the character and progress of the Work remain satisfactory to them, there will be no additional retainage on account of Work completed in which case the remaining progress payments prior to Substantial Completion will be in an amount equal to 100% of the Work completed. % of materials and equipment not incorporated in the Work (but delivered, suitably stored and accompanied by documentation satisfactory to OWNER as provided in para- graph 14.2 of the General Conditions). 5.1.2. Upon Substantial Completion, in an amount sufficient to increase total payments to CON- - TRACTOR to 85 % of the Contract Price, less such amounts as ENGINEER shall determine, or OWNER may withhold, in accordance with paragraph 14.7 of the Gencr:tl Conditions. 5.2. Fina! Pny-nent. 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 shrill bear interest at the maximum rate allowed by law at the place of the Project. Article 7. CONTRACTOR'S REPRESENTATIONS. In order to i~iduce O WN ER to enter into this Agreement CONTRACTOR makes the following representations: 7. I .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.? 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 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 as CONTRACTOR considers necessary for the 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 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. Nu additional examina- tions, investigations, explorations, tests. reports, studies or similar information or data in respect of said Underground Facilities are or will be required by CONTRACTOR in order to 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 c orrelated the results of all such observations, examinations, investigations, explorations. tests, reports and studies with the terms and conditions of the Contract Documents. 7.ti. CONTRACTOR has given ENGINEER written notice of all conflicts errors or d' tscrepanctes that he has discovered in the Contract Documents and the written resolution thereof by ENGINEER is V 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 (pages 1 to ~_, inclusive). 8.2. Exhibits to this Agreement (pages to ,inclusive). 8.3. Performance and other Bonds, identified as exhibits Exhibit "A" and consisting of 2 pages. 8.4. Notice of Award. 8.5. General Conditions (pages 1 to 1 ~ ,inclusive).. 8.6. Supplementary Conditions (pages ~ to ,inclusive). ~1- N N N w w~ N N r r ~J r r 8.7. Specifications bear~;.g the title Special Conditions and consisting of ~_ divisions and ~t~ pages, as listed in table of contents thereof. 8.8. Drawings, consisting of a cover sheet and sheets numbered 1 through 1 ,inclusive with each sheet bearing the following general title: UV Disinfection Facilities [Fill in, and, if a set of Drawings is not attached to each signed counterpart of Agreement, so indicate, in which case OWNER and CONTRACTOR should initial or otherwise appropriately identify all Drawings.) (Drawing is bound into, at the back _ of, _ Bid/Specification booklet.) 8.9. Addenda numbers ~_ to . inclusive. 8.10. CONTRACTOR'S Bid (pages _,~_ to -.L, inclusive) marked exhibit N/A . [Attach Bid Form only in special circumstances.] (Not Attached) 8 1116 9 cumentation submitted by CONTRACTOR prior to Notice of Award (pages 1 inclusive). ~~ "~~ g . UV Disinfection Systems En sneered Submittals„to 8.12. 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 supple- menting the Contract Documents pursuant to paragraphs 3.4 and 3.5 of the General Conditions. 8.13. 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. I. Terms used in this Agreement which are defined in Article I 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 interests 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 assi will release or discharge the assignor from any duty or responsibility under the Contract Documen~ment 9.3. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns and legal represen- tatives to the other party hereto, its partners, successors, assigns and legal representatives in respect of all covenants, agreements and obligations contained in the Contract Documents. 1 ._ ~~I Article 10. OTHER PROVISIONS. 1N 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. This Agreement will be effective on January 2 g ~ 9 4 19 . OWNER ~itv of Meridian sy Idaho Gra ~ ~c;~t ~ ~, ~, ayor ~~ ~'~i1TE°5~.4~_ . Attes "' j^Ji ~~. G~~ ;~ Address for 'fin o `t~ ~'~jaP~i ~'( ~~' `3' •'City Clerk 33 East , Meridian, ID 83642 (If OWNER is a public body,.attach evidence of authority to sign and resolution or other documents authorizing execution of Agreement.) CONTRACTOR Trojan Technologies, Inc Province of Ontario, Canad By nk Vander Laar, President ORATE SE,~L] Attest 9 ~ - David M. Holden, Secretary Address for giving notices 845 Consortium Court London, Ontario, N6E S Cana a License No. Agent for service of process: (If CONTRACTOR is a corpurttiun, attach evi- dence of authority to sign.) AMENDMENT TO AGREEMENT The following revisions shall be made and be a part of the attached Agreement between Trojan Technologies Inc. and the City of Meridian, Idaho. Ar±icle 3.1 1) Delete 'as provided in Paragraph 2.3 of the General Conditions' and insert 'as provided in the 'Notice to Proceed.' 2) Delete "in accordance with paragraph 14.13 of the General Conditions." Article 3.2 1) Delete 'Article 12 of the General Conditions" and insert 'Article 5.3 of the General Conditions.' Article 5 1) Delete the entire Article 5 and insert the following: Article 5 -Payment Procedures 'Contractor shall submit application and receive payment in accordance with Section 01300-2.12 of the Special Conditions." Article 6 1) Delete 'as provided in Article 14 of the General Conditions' and insert "as provided in Section 01300-2.12 of the Special Conditions." Article 7 1) Delete Articles 7.2, 7.3, 7.4, and 7.5 as not applicable Article 8.12 1) Delete "pursuant to paragraphs 3.4 and 3.5 of the General Conditions" and insert "pursuant to Article 5 of the General Conditions and this Amendment." Article 8 -Last Paragraph 1) Delete "as provided in paragraphs 3.4 and 3.5 of the General Conditions" and insert "as provided in Article 5 of the General Conditions." IN WITNESS WHEREOF, OWNER and CONTRACTOR have signed this Amendment 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 Amendment will be effective on fRNNar~ 28 1994. Owner City of Meridian Contractor Troian Technologies. Inc. Province of Ontario. Canada Address for 33 East Idaho Meridian, Idaho 83642 (If OWNER is a public body, attach evidence of authority to sign and resolution or other documents authorizing execution of Agreement.) sy Attest Vander Laan, Presi.~~nt ~RAj•~ SEAL] - - ~~ /~/1~_ Address for giving notices 845 Consortium Court London, Ontario N6E 258 Canada License No. Agent for service of process: (If CONTRACTOR is a corporation, attach evidence of authority to sign.) David M. Holden, Secretary ..~: ~~°F THE AMERICAN INSTITUTE OF ARCHITECTS BOND NO. 80 S.B 100843074 AIA Document A312 Performance Bond Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. CONTRACTOR (Name and Address): TROJAN TECHNOLOGIES INC. 845 CONSORTIUM COURT LONDON, ONTARIO N6E 2S8 OWNER (Name and Address): CITY OF MERIDIAN .33 EAST IDAHO AVE. MERIDIAN, ID 83642 SURETY (Name and Principal Place of Business): THE AETNA CASUALTY AND SURETY COMPANY 151 FARMINGTON AVENUE HARTFORD, CONNECTICUT 06156 CONSTRUCTION CONTRACT Date: JANUARY 25, 1994 Amount: $112,000.00 Description (Name and Location): FURNISH ULTRA-VIOLET DISINFECTION EQUIPMENT IN MERIDIAN, IDAHO; INCLUDING START-UP AND INSTRUCTION. BOND Date (Not earlier than Construction Contract Date): JANUARY 28, 1994 Amount: 5112, 000.00 Modifications to this Bond: ~ None TO THE JOB SITE ^ See Page 3 CONTRACTOR AS PRINCIPAL SURETY Company: ,. (Cor orate Seal) Company: (Corporate Seal) TROJAN TECHNOLOGIES NC. THE AETNA T D;SURE ANY ~ ,,, Signature: ~' ~'~*~"" - Signature: ~~ .- Name and Title: DAVID M. HOLDEN V.P. FINANCE Name and Tit e: DAVID S TbLiiRSH ATTORNEY-IN-FAc (Any additional signatures appear on page 3) (FOR INFORMATION ONLY-Name, Address and Telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE (Architect, Engineer or other party): AIA DOCUMENT A312 • PERFORMANCE BOND AND PAYMENT BOND • DECEMBER 1984 ED. •AIA R, THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE.. N.W., WASHINGTON, D.C. 20006 A312-1984 ~ THIRD PRINTING • MARCH 1987 1 The Contractor and the Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for the performance of the Construction Contract, which is incorporated herein by reference. 2 If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this Bond, except to participate in conferences as provided in Subparagraph 3.1. 3 If there is no Owner Default, the Surety's obligation under this Bond shall arise after: 3.1 The Owner has notified the Contractor and the Surety at its address described in Paragraph 10 below that the Owner is considering declaring a Contractor Default and has requested and attempted to arrange a conference with the Contractor and the Surety to be held not later than fifteen days after receipt of such notice to discuss methods of performing the Construc- tion Contract. If the Owner, the Contractor and the Surety agree, the Contractor shall be allowed a reason- able time to perform the Construction Contract, but such an agreement shall not waive the Owner's right, if any, subsequently to declare a Contractor Default; and 3.2 The Owner has declared a Contractor Default and formally terminated the Contractor's right to complete the contract. Such Contractor Default shall not be de- clared earlier than twenty days after the. Contractor and the Surety have received notice as provided in Sub- paragraph 3.1; and 3.3 The Owner has agreed to pay the Balance of the Contract Price to the Surety in accordance with the terms of the Construction Contract or to a contractor selected to perform the Construction Contract in accor- dance with the terms of the contract with the Owner. 4 When the Owner has satisfied the conditions of Para- graph 3, the Surety shall promptly and at the Surety's ex- pense take one of the following actions: 4.1 Arrange for the Contractor, with consent of the Owner, to perform and complete the Construction Contract; or 4.2 Undertake to perform and complete the Construc- tion Contract itself, through its agents or through inde- pendent contractors; or 4.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Con- struction Contract, arrange for a contract to be pre- pared for execution by the Owner and the contractor selected with the Owner's concurrence, to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to the Owner the amount of damages as described in Paragraph 6 in ex- cess of the Balance of the Contract Price incurred by the Owner resulting from the Contractor's default; or 4.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and with reasonable promptness under the circumstances: 1 After investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable after the amount is deter- mined, tender payment therefor to the Owner; or .2 Deny liability in whole or in part and notify the Owner citing reasons therefor. 5 If the Surety does not proceed as provided in Paragraph 4 with reasonable promptness, the Surety shall be deemed to be in default on this Bond fifteen days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner. If the Surety proceeds as provided in Subparagraph 4.4, and the Owner refuses the payment tendered or the Surety has denied liability, in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner. 6 After the Owner has terminated the Contractor's right to complete the Construction Contract, and if the Surety elects to act under Subparagraph 4.1, 4.2, or 4.3 above, then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. To the limit of the amount of this Bond, but subject to commitment by the Owner of the Balance of the Contract Price to mitigation of costs and damages on the Construction Contract, the Sure- ty is obligated without duplication for: 6.1 The responsibilities of the Contractor for correc- tion of defective work and completion of the Construc- tion Contract; 6.2 Additional legal, design professional and delay costs resulting from the Contractor's Default, and re- sulting from the actions or failure to act of the Surety under Paragraph 4; and 6.3 Liquidated damages, or if no liquidated damages are specified in the Construction Contract, actual dam- ages caused by delayed performance or non-perfor- mance of the Contractor. 7 The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Con- struction Contract, and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations. No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators or successors. 8 The Surety hereby waives notice of any change, includ- ing changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obliga- tions. 9 Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and shall be instituted within two years after Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails to perform its obligations under this Bond, whichever oc- curs first. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation avail- AIA DOCUMENT A312 • PERFORMANCE BOND AND PAYMENT BOND • DECEMBER 1984 ED. • .AIA THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 A312-1984 2 THIRD PRINTING ~ MARCH 1987 able to sureties as a defense in the jurisdiction of the suit shall be applicable. 10 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the sig- nature page. 11 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions con- forming to such statutory or other legal requirement shall be deemed incorporated herein. The intent is that this Bond shall be construed as a statutory bond and not as a common law bond. 12 DEFINITIONS 12.1 Balance of the Contract Price: The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made, including allowance to the Con- MODIFICATIONS TO THIS BOND ARE AS FOLLOWS: tractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, re- duced by all valid and proper payments made to or on behalf of the Contractor under the Construction Con- tract. 12.2 Construction Contract: The agreement between the Owner and the Contractor identified on the sig- nature page, including all Contract Documents and changes thereto. 12.3 Contractor Default: Failure of the Contractor, which has neither been remedied nor waived, to per- form or otherwise to comply with the terms of the Construction Contract. 12.4 Owner Default: Failure of the Owner, which has neither been remedied nor waived, to pay the Con- tractor as required by the Construction Contract or to perform and complete or comply with the other terms thereof. (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature: Name and Title: Address: Signature: Name and Title: Address: AIA DOCUMENT A312 • PERFORMANCE BOND AND PAYMENT BOND • DECEMBER 1984 ED. •AIA OO THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 A312-1984 3 THIRD PRINTING ~ MARCH 1987 /~ ' t t.+fE 6 Ga3W~TY THE ~T~IA CASUALTY M10 SURETY COMPANY H~rtrord. CarY+acdcut 04166 POWER OF ATTORNEY ANO CEATiFiCATE OF AUTHORITY OF ATTORNEY(S)-iN-FACT KN01N A~ j MEN 0Y THESE MESENTS. THAT TMt A1TNA C13~-ALTY ANp SUAEIY COMMrVY, a aa,ps,~ d~+h ~~~ ~~ ~ law• ad the Stager Conn•etitye, and tipiep lit O~i^o0M oAks M eN aty a Man'1bed, CawnY a M•rdiatd, Seas ar aoooint.d. and dew a dbs• on•aw maea, e>futitut• a+d aooowee F. Kuaeeen, 0. Seltsrah,$g "'tl' "+•a•. eawaeew a+a Henry Hagesaitn, RoDart P. 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M d+. dry a tladwd. !tn• Carrn~ D.aae dHa 28TH d.r w ~~1 i = e. ~ • LJ •-ti.. _l ,wry, Y. ti.leh • • EJCDC STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR ON THE BASIS OF A STIPULATED PRICE THIS AGREEMENT is dated as of the ~~ ~= day of MAY in the year 1994 by and between City of Meridian, Ada County Idaho (hereinafter called OWNER) and _ TRAMMELS, 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 concrete basin, masonry building, piping, electrical and installation of owner furnished ultraviolet disinfection equipment. The Project for which the Work under the Contract Documents may be the whole or only a part is generally described as follows: UV Disinfection 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. Article 3. CONTRACT TIME. 3.1. The Work will be substantially completed within 120 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. Uquidated Damages. OWNER and CONTRACTOR recognize that time is of the essence of this Agreement and that OWNER will suffer financial loss if the Work 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. 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: 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. Less percentage of retainage indicated in the Supplementary Conditions. 100% of materials and equipment 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). 1 • ~ 5.1.2. Upon Substantial Completion, in an amount sufficient to increase total payments to CONTRACTOR to 10096 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 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 or will be required by CONTRACTOR in order to pertorm 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 specfically 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. Pertormance and other Bonds 8.4. Notice of Award 8.5. General Conditions 8.6. State of Idaho Requirements 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). L J r~ U 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 parry 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. • 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 ~~ ~~ , 1g~~'. Owne (If OWNER is a public body, attach evidence of authority to sign and resolution or other documents authorizing execution of Agreement.) Contractor TRAMMELS INC . JERRY D. TRAMMEL B /X [CORPORATES L] Attest Address for giving notices 6555 S. Supply Way Boise, Idaho __83705 license No. 11150--AAA--.1--2--3 Agent for service of process: (If CONTRACTOR. is a corporation, attach evidence of authority to sign.) ,~1~..~ /DA~fO 8'3b9Z • MINUTES OF THE ANNUAL MEETING OF THE BOARD OF DIRECTORS OF TRAMMELS, INC. BE IT RESOLVED, Jerry D. Trammel, President is authorized to execute any and all documents necessary to conduct the ongoing business of Trammels, Inc. There being no further business to be brought before the meeting, it was adjourned. DATED This ~~ day of May, 1994. /Q JE Y D. T E President and Dir ctor