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HomeMy WebLinkAboutLinnCoSTANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR FOR CONSTRUCTION CONTRACT (STIPULATED PRICE) THIS AGREEMENT is by and between City of Oshkosh and Redevelopment Authority ("Owner") and Inc. Owner and Contractor hereby agree as follows: ARTICLE 1— WORK ("Contractor"). 1.01 Contractor shall complete all Work as specified or indicated in the Contract Documents. The Work is generally described as follows: Demolition and removal of above and below grade structures and improvements as part of the East 7t' Avenue Block Demolition Project as directed by project specifications and shown on the Construction Drawings. The base scope project and alternatives consist of the following City of Oshkosh properties: • Base Bid: Parcel Id. 90301390000 — 43 East 7th Avenue. • Alternative 1: Parcel Id. 90301490000 — 716 South Main Street • Alternative 2: Parcel Id. 90301420000 — 710 South Main Street • Alternative 3: Parcel Id. 90301330200 — 0 East Pioneer Drive • Alternative 4: Parcel Id. 9030133000 — 0 Pioneer Drive • Alternative 5: Parcel Id. 90302110000 —No Address ARTICLE 2 — THE PROJECT 2.01 The Project for which the Work under the Contract Documents may be the whole or only a part is generally described as follows: CITY CONTRACT — EAST 7th AVENUE BLOCK DEMOLITION PROJECT ARTICLE 3 — ENGINEER 3.01 The Project has been designed by AECOM Technical Services, Inc. (AECOM) (Engineer), which 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 the completion of the Work in accordance with the Contract Documents. ARTICLE 4 — CONTRACT TIMES 4.01 Time of the Essence A. All time limits for Milestones, if any, Substantial Completion, and completion and readiness for final payment as stated in the Contract Documents are of the essence of the Contract. EJCDC C-520 Suggested Form of Agreement Between Owner and Contractor for Construction Contract (Stipulated Price) Copyright 0 2007 National Society of Professional Engineers for EJCDC. All rights reserved. 1 4.02 Dates for Substantial Completion and Final Payment A. The Work will be substantially completed on or before March 1, 2020, and completed and ready for final payment in accordance with Paragraph 14.07 of the General Conditions on or before June 1,2020. 4.02 Liquidated Damages A. Contractor and Owner recognize that time is of the essence as stated in Paragraph 4.01 above and that Owner will suffer financial loss if the Work is not completed within the times specified in Paragraph 4.02 above, plus any extensions thereof allowed in accordance with Article 12 of the General Conditions. The parties 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 per Section 100.45 of Current Version of Standard Spec (cations for City of Oshkosh, Wisconsin for each day that expires after the time specified in Paragraph 4.02 above 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, Contractor shall pay Owner per Section 100.45 of Current Version of Standard Specifications for City of Oshkosh, Wisconsin for each day that expires after the time specified in Paragraph 4.02 above for completion and readiness for final payment until the Work is completed and ready for final payment. ARTICLE 5 — CONTRACT PRICE 5.01 Owner shall pay Contractor for completion of the Work in accordance with the Contract Documents an amount in current funds equal to the sum of the amounts determined pursuant to Paragraphs 5.0l.A,and 5.01.13 below: A. BASE BID, a sum of: $203,198.25 B. ALTERNATE I BID SUM, a sum of: $37,618.25 C. ALTERNATE 2 BID SUM, a sum of: $78,780.00 D. ALTERNATE 3 BID SUM, a sum of: $99,888.00 E. ALTERNATE 4 BID SUM, a sum of: $42,710.00 F. ALTERNATE 5 BID SUM, a sum of: $5,520.00 ALTERNATE 1 BID SUM, a sum of: $467,714.50 The Bid prices for Unit Price Work set forth as of the Effective Date of the Agreement are based on estimated quantities. As provided in Paragraph 11.03 of the General Conditions, estimated quantities are not guaranteed, and determinations of actual quantities and classifications are to be made by Engineer as provided in Paragraph 9.07 of the General Conditions. EJCDC C-520 Suggested Form of Agreement Between Owner and Contractor for Construction Contract (Stipulated Price) Copyright 02007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 2 of 8 ARTICLE 6 — PAYMENT PROCEDURES 6.01 Submittal and Processing of Payments A. 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. 6.02 Progress Payments; Retannage A. Owner shall make progress payments on account of the Contract Price on the basis of Contractor's Applications for Payment approximately every four weeks based on the schedule provided at the Preconstruction Conference during performance of the Work as provided in Paragraph 6.02.A.1 below. All such payments will be measured by the schedule of values established as provided in Paragraph 2.07.A 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. 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 may determine or Owner may withhold, including but not limited to liquidated damages, in accordance with Paragraph 4.02of this agreement. a. 95 percent of Work completed (with the balance being retainage). If the Work has been 50 percent completed as determined by Engineer, and if the character and progress of the Work have been satisfactory to Owner and Engineer, then as long as the character and progress of the Work remain satisfactory to Owner and Engineer, there will be no additional retainage; and B. Upon Substantial Completion, Owner shall pay an amount sufficient to increase total payments to Contractor to 95 percent of the Work completed, less such amounts as Engineer shall determine in accordance with Paragraph 14.02.13.5 of the General Conditions and less 10 percent of Engineer's estimate of the value of Work to be completed or corrected as shown on the tentative list of items to be completed or corrected attached to the certificate of Substantial Completion. 6.03 Final Payment A. Upon final completion and acceptance of the Work in accordance with Paragraph 14.07 of the General Conditions, Owner shall pay the remainder of the Contract Price as recommended by Engineer as provided in said Paragraph 14.07. ARTICLE 7 — INTEREST 7.01 All moneys not paid when due as provided in Article 14 of the General Conditions shall bear interest at the rate of 1% per month. EJCDC C-520 Suggested Form of Agreement Between Owner and Contractor for Construction Contract (Stipulated Price) Copyright ® 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 3 of 8 ARTICLE 8 — CONTRACTOR'S REPRESENTATIONS 8.01 In order to induce Owner to enter into this Agreement, Contractor makes the following representations: A. Contractor has examined and carefully studied the Contract Documents and the other related data identified in the Bidding Documents. B. Contractor has visited the Site and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work. C. Contractor is familiar with and is satisfied as to all federal, state, and local Laws and Regulations that may affect cost, progress, and performance of the Work. D. Contractor has carefully studied all: (1) reports of explorations and tests of subsurface conditions at or contiguous to the Site and all drawings of physical conditions relating to existing surface or subsurface structures at the Site (except Underground Facilities), if any, that have been identified in Paragraph SC-4.02 of the Supplementary Conditions as containing reliable "technical data," and (2) reports and drawings of Hazardous Environmental Conditions, if any, at the Site that have been identified in Paragraph SC-4.06 of the Supplementary Conditions as containing reliable "technical data." E. Contractor has considered the information known to Contractor; information commonly known to contractors doing business in the locality of the Site; information and observations obtained from visits to the Site; the Contract Documents; and the Site -related reports and drawings identified in the Contract Documents, with respect to the effect of such information, observations, and documents on (1) the cost, progress, and performance of the Work; (2) the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, including any specific means, methods, techniques, sequences, and procedures of construction expressly required by the Contract Documents; and (3) Contractor's safety precautions and programs. F. Based on the information and observations referred to in Paragraph 8.01.E above, Contractor does not consider that further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terns and conditions of the Contract Documents. G. Contractor is aware of the general nature of work to be performed by Owner and others at the Site that relates to the Work as indicated in the Contract Documents. H. Contractor has given Engineer written notice of all conflicts, errors, ambiguities, or discrepancies that Contractor has discovered in the Contract Documents, and the written resolution thereof by Engineer is acceptable to Contractor. I. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. EJCDC C-520 Suggested Form of Agreement Between Owner and Contractor for Construction Contract (Stipulated Price) Copyright ® 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 4 of 8 ARTICLE 9 — CONTRACT DOCUMENTS 9.01 Contents A. The Contract Documents consist of the following: 1. This Agreement (pages 520-1 to 520-8, inclusive). 2. Performance bond (pages 610-1 to 610-3, inclusive). 3. Payment bond (pages 615-1 to 615-2, inclusive). 4. Certificate of Insurance (Contractors Insurance with Property Insurance Requirements and List AECOM Technical Services as additional insured ). 5. Supplementary Conditions — City of Oshkosh (pages 800-1) 6. Supplementary Conditions (pages 810-1 to 810-12, inclusive) 7. General Conditions (pages 700-1 to 700-63, inclusive). 8. Addenda (number 1, inclusive). 9. Specifications as listed in the table of contents of the Project Manual. 10. Drawings consisting of 9 sheets with each sheet bearing the following general title: EAST 7TH AVE. DEMOLITION ISSUED FOR BID. 11. Exhibits to this Agreement (enumerated as follows): a. Contractor's Bid Tabulation b. Contractor's Bid Bond c. Contractor's Signature Page d. Disclosure of Ownership e. Certification of Contractors 12. The following which may be delivered or issued on or after the Effective Date of the Agreement and are not attached hereto: a. Notice to Proceed b. Work Change Directives. c. Change Orders. EJCDC C-520 Suggested Form of Agreement Between Owner and Contractor for Construction Contract (Stipulated Price) Copyright 02007 National Society of Professional Engineers for EJCDC. All rights reserved. Pane 5 of 8 The Contract documents are complementary; what is required by one is as binding if required by all. In the event that any provision in any of the above component parts of this contract conflicts with any provision in any other of the component parts, the provision in the component part first enumerated above shall govern over any other component part with follows it numerically except as may be otherwise specifically stated. A. There are no Contract Documents other than those listed above in this Article 9. B. The Contract Documents may only be amended, modified, or supplemented as provided in Paragraph 3.04 of the General Conditions. ARTICLE 10 — MISCELLANEOUS 10.01 Terms A. Terms used in this Agreement will have the meanings stated in the General Conditions and the Supplementary Conditions. 10.02 Assignment of Contract A. No assignment by a party hereto of any rights under or interests in the Contract 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. 10.03 Successors and Assigns A. Owner and Contractor each binds itself, its partners, successors, assigns, and legal representatives to the other party hereto, its partners, successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents. 10.04 Severability A. Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Contractor, who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 10.05 Contractor's Certifications A. Contractor certifies that it has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for or in executing the Contract. For the purposes of this Paragraph 10.05: EJCDC C-520 Suggested Form of Agreement Between Owner and Contractor for Construction Contract (Stipulated Price) Copyright ®2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 6 of 8 1. "corrupt practice" means the offering, giving, receiving, or soliciting of anything of value likely to influence the action of a public official in the bidding process or in the Contract execution; 2. "fraudulent practice" means an intentional misrepresentation of facts made (a) to influence the bidding process or the execution of the Contract to the detriment of Owner, (b) to establish Bid or Contract prices at artificial non-competitive levels, or (c) to deprive Owner of the benefits of free and open competition; 3. "collusive practice" means a scheme or arrangement between two or more Bidders, with or without the knowledge of Owner, a purpose of which is to establish Bid prices at artificial, non-competitive levels; and 4. "coercive practice" means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the bidding process or affect the execution of the Contract. 10.06 None EJCDC C-520 Suggested Form of Agreement Between Owner and Contractor for Construction Contract (Stipulated Price) Copyright ® 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Pape 7 of 8 IN WITNESS WHEREOF, Owner and Contractor have signed this Agreement. Counterparts have been delivered to Owner and Contractor. All portions of the Contract Documents have been signed or have been identified by Owner and Contractor or on their behalf. This Agreement will be effective on November 25, 2019 (which is the Effective Date of the Agreement). OWNER: City of Oshkosh By: "-'[ d — Title: 4ark A. Rohloff, City Manager Attest: Title: Pamela R. Ubrig, City Clerk Attes Title Lynn . Lorenson, City Attorney Attest:' —jzf Title: Russ Van Gompel, Director of Finance Attest: z _ ow %f Title: H. Allen Davis III, Executive Director, RDA fi l Attest:jA Title: Lori Palmeri, Chair Person, RDA CONTRACTOR: LinnCo, I . By: ' r' Title: President (If Contractor is a corporation, a partnership, or a joint venture, attac evidence thority to sign.) M—MMi"_ Address for giving notices: 2 Second Ave S, Ste 160 Sauk Rapids, MN 56379 License No.: NIA (Where applicable) NOTE TO USER: Use in those states or other jurisdictions where applicable or required. Agent for service of process: National Registered Agents, Inc. 301 S Bedford St, Madison, WI 53703 EJCDC C-520 Suggested Form of Agreement Between Owner and Contractor for Construction Contract (Stipulated Price) Copyright 02007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 8 of 8 Resolution Board of Directors LinnCo, Inc. March 6, 2019 The undersigned being all the members of the Board of Directors of LinnCo, Inc. a Minnesota corporation, do hereby adopt the following resolution with the same forces and effect as if done at a meeting of the Board of Directors duly called for the purpose, hereby severally waiving all statutory and by-law requirements as to the time, place, and notice of meeting with respect thereto. WHEREAS, THE Corporation has had a change of titles and responsibilities to be modified, the following resolution was approved: CORPORATE TITLE AND AUTHORIZATION RESOLUTION within the LinnCo, Inc. with respect to titles and responsibilities on behalf of the Corporation. As of stated below, and of this dated document, these are the only current officers of said corporation. Nick Linnemann - Chief Executive Officer. Nick Linnemann - President Michael Lohrman -Vice President, Chief Financial Officer Michael Lohrman -Secretary RESOLVED, the above resolution was ratified and approved in all respects. -t- Nick Linnemann, Board of Directors