DESIGN AND CONSTRUCTION
C O N T R A C T
REDCO, Inc. and HYDROMER, Inc.
for a 10,400 s.f. addition
to
the northerly side
of
00 Xxxxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
(with revisions to 4/4/01)
TABLE of CONTENTS:
1. CONSTRUCTION:.............................................................. 1
EXHIBITS:............................................................ 1
2. MATERIALS/SERVICES/PERMITS:................................................ 1
3. SCHEDULE:.................................................................. 2
4. EXISTING FACILITIES/FIELD CONDITIONS:...................................... 2
5. DESIGN and CONSTRUCTION COVENANTS:......................................... 3
6. SITE SUPERVISION:.......................................................... 3
7. REPRESENTATIONS and WARRANTEE of REDCO:.................................... 3
8. FAULTY MATERIAL and/or WORKMANSHIP:........................................ 4
9. INSURANCE:................................................................. 4
10. PROPERTY RIGHTS OF MATERIAL:.............................................. 5
11. CHANGES:.................................................................. 5
12. LIENS:.................................................................... 6
13. DISPUTES:................................................................. 6
14. TERMINATION:.............................................................. 7
a. REDCO's Termination:.............................................. 7
b. Hydromer's Termination:........................................... 7
15. PRICE/MAXIMUM:............................................................ 8
ALLOWANCES:.......................................................... 8
16. PAYMENT SCHEDULE:......................................................... 9
17. PARAGRAPH HEADINGS:....................................................... 9
18. ENTIRE AGREEMENT:......................................................... 9
IN WITNESS WHEREOF........................................................... 10
This agreement made this 19 of April in the year 2001 between REDCO Engineering
& Construction Corp., a Corporation of the State of New Jersey, located at 00-00
Xxxxxx Xxxx; X.X. Xxx 000; Xxxxx Xxxxx, Xxx Xxxxxx 00000, hereinafter referred
to as "REDCO" and Hydromer, Inc., a Corporation of the State of New Jersey
located at 00 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxxx, XX 00000; hereinafter referred to
as "Hydromer":
WITNESSETH, that REDCO and Hydromer, for and in consideration of the mutual
agreements, promises, and covenants herein contained do, for themselves, their
successors, heirs and assigns, hereby covenant, promise and agree to and with
each other as follows:
1. CONSTRUCTION:
REDCO shall and will, for the consideration hereinafter mentioned, well and
sufficiently erect and finish the building described in the proposal dated June
14, 2000 and shown on site plan drawing delivered with this proposal by REDCO
hereby made a part hereof, on the premises of Hydromer on Block 3.04, Xxx 00 ,
xx Xxxxxxxxxx Xxxxxxx xx Xxxxxxxxxx, XX.
The parties agree that the following documents are made a part of this
Agreement:
EXHIBITS:
a. A proposal dated June 14, 2000 attached as Exhibit A
b. A Breakdown of Costs and Allowances is attached as Exhibit B
c. A Concept plan revised 6/14/2000 is incorporated herein as Exhibit C
d. A Drawing dated 10/13/00 revision 2/15/2001 submitted to the
Branchburg Planning Board is incorporated herein as Exhibit D
e. A resolution approved by the Branchburg Planning Board with a
affirmative vote on March 13, 2001 and an approval on March 27, 2001 is
attached hereto as Exhibit E.
2. MATERIALS/SERVICES/PERMITS:
REDCO will supply all material and labor for the construction of the said
building and exterior work as shown on the drawings and as described in the
proposal, excluding;
DESIGN and CONSTRUCTION CONTRACT Page-2
REDCO, Inc. and Hydromer, Inc.
================================================================================
any items unique to the requirements of Hydromer or Hydromer's trade or
business. All permits, licenses, inspections, public utility services or
connections, lot and location surveys, topographic surveys, wet lands or soils
investigations, wiring for telephone cable TV or computers, furniture, machines,
racks, and lockers, shall be procured by Hydromer at Hydromer's expense.
3. SCHEDULE:
REDCO will use its best efforts to substantially complete the construction
within four (4) months of the receipt of the Building Permit. Days on which
weather conditions, failure of government officers to make necessary
inspections, activities of Hydromer or other parties at the site, strikes,
transportation delays, or other conditions over which REDCO has no control, and
render progress impossible shall be excluded from the time provided herein.
REDCO acknowledges that the building being constructed will house Hydromer's
existing operation now located at 00 Xxxxxxxx Xxxx, Xxxxxxxxxx, XX ("Chemical
Mixing") and has been informed that the lease on Chemical Mixing expires on
August 31, 2001. REDCO agrees to use irs best effort to finish the construction
on or before August 1, 2001.
4. EXISTING FACILITIES/FIELD CONDITIONS:
The parties assume that any existing sewer, water, drainage, electrical or other
existing facilities or other structures to which this building is to be
connected are in proper working order and condition, and this contract does not
include the replacement of or repair of such existing facilities or structures
except to the extent that normally would be required for the making of such
connections.
5. DESIGN and CONSTRUCTION COVENANTS:
Design of the structural steel will be in accordance with the AISC
Specifications;
DESIGN and CONSTRUCTION CONTRACT Page-3
REDCO, Inc. and Hydromer, Inc.
================================================================================
Concrete in accordance with the ACI Code; and the overall design
and layout will be in accordance with the New Jersey State Building Code. Where
local codes require higher standards, they will apply; but issuance of a local
building permit will constitute conclusive proof as between the parties hereto
that the drawings and specifications comply fully with all codes and standards.
6. SITE SUPERVISION:
REDCO will establish and maintain their own supervision on the job site and
shall adequately protect the work, adjacent property, and the public and shall
be responsible for any damage or injury due to its act or neglect. REDCO shall
keep the premises free from accumulation of waste material and rubbish and, at
the completion of the work, shall remove from the premises all
rubbish,implements and surplus material and leave the building broom-clean.
REDCO shall permit and facilitate observation of the work by Hydromer and
Hydromer's agent and public authorities.
7. REPRESENTATIONS and WARRANTEE of REDCO:
REDCO represents and warrants to Hydromer that all equipment and materials used
in the work, and made part of the structure thereon, or placed permanently in
connection therewith, will be new, of good quality, free of defects, and in
conformity with this document, its exhibits and local, regional, state and
national building codes. It is understood between the parties hereto that all
equipment and materials not so in conformity are defective.
8. FAULTY MATERIAL and/or WORKMANSHIP:
REDCO shall re-execute any work that fails to conform to the requirements of
this Agreement and local, regional, state and/or national building codes that
appears during the progress of the work and shall remedy any defects due to
faulty materials or
DESIGN and CONSTRUCTION CONTRACT Page-4
REDCO, Inc. and Hydromer, Inc.
================================================================================
workmanship which appear and are reported to REDCO within
one (1) year from the date of completion of the Contract or occupancy of the
building, whichever is first.
9. INSURANCE:
Hydromer shall purchase and maintain Builders Risk insurance upon the entire
project for the full cost of replacement as of the time of any loss. This
insurance shall include the name of Hydromer, REDCO, and all of their
subcontractors and subs of subs as respective interest may appear. Hydromer will
increase limits of coverage, if necessary, to reflect estimated replacement
cost. Hydromer will be responsible for any co-insurance penalties or
deductibles. Such Builders Risk insurance will not cover REDCO and its
subcontractors and subs of subs who shall be responsible for all loss to or
damage to material, equipment, tools, temporary structures or equipment
belonging to or rented by REDCO or any subcontractor or subs of subs. REDCO
shall be named as co-insured on the Builders Risk policy carried by Hydromer.
REDCO shall maintain Workmen's Compensation and employer"s liability insurance.
REDCO shall also maintain general contractor's liability insurance for not less
than $1,000,000.00 per occurrence, $2,000,000.00 general aggregate, and an
umbrella of $2,000,00.00. Certificates of insurance shall be filed with
Hydromer.
10. PROPERTY RIGHTS OF MATERIAL:
All work and materials delivered on the premises to form part of the work,
whether actually incorporated therein of not, are to be considered the property
of REDCO until the same shall have been paid for in accordance with the terms of
this Contract. REDCO shall have free access at all reasonable times to such
material and to the said work until the same shall be fully paid for as provided
in this Contract.
11. CHANGES:
The Branchburg Planning Board and/or Hydromer may order changes in the work, the
DESIGN and CONSTRUCTION CONTRACT Page-5
REDCO, Inc. and Hydromer, Inc.
================================================================================
Contract Price being adjusted accordingly, provided that all such orders and
agreements for extra moneys shall be in writing AND THE WRITING SIGNED BY REDCO
AND ONLY THE PRESIDENT OF HYDROMER. Any other changes, except for the extra fire
suppression requirements in the two hazardous areas (defined as the 20 x 20
solvent storage area at the SW corner of the addition and the 15 x 50 solvent
mixing area located on the north wall of the addition) (especially to conform to
building codes) are done at the sole expense of REDCO. The parties agree that
any change required to that is not related to the operation of Hydromer, but
required by any governmental agency, local, regional, state or national building
codes shall be done at the expense of REDCO except for such additional fire
suppression requirements in the two hazardous areas for which there has been an
allowance made of $35,000. 12. LIENS:
In the event of any mechanic's or materialmen's liens, or stop notices shall be
filed and/or served upon Hydromer, whether or not the same shall be legally
effective to constitute liens against the premises or against sums due from
Hydromer to REDCO, Hydromer shall have the right to withhold from the payments
provided for under Paragraph 16 an amount equal to 150% of the sum claimed under
such notices until REDCO shall supply discharges, subordination or releases of
the same. Prior to final payment being made, REDCO shall supply to Hydromer a
general release and a discharge of record of this Contract.
13. DISPUTES:
All claims or disputes arising out of this Contract or the breach thereof shall
be decided by arbitration in accordance with the Construction Industry
Arbitration Rules of the American Arbitration Association then obtaining unless
the parties mutually agree otherwise.
DESIGN and CONSTRUCTION CONTRACT Page-6
REDCO, Inc. and Hydromer, Inc.
================================================================================
Notice of the demand for arbitration shall be filed in writing with the other
party to the Contract and with the American Arbitration Association and shall be
made within a reasonable time after the dispute has arisen.
14. TERMINATION:
a. REDCO's Termination: REDCO may, on thirty (30) days written notice
to Hydromer, terminate this agreement before the termination date
hereof when for a period of thirty (30) after a progress payment is
due, through no fault of REDCO, Hydromer fails to make payment on an
undisputed invoice from REDCO. REDCO may, on thirty (30) days written
notice to Hydromer, terminate this agreement if the work is stopped for
ninety (90) days by order of any court, public authority or act of
government through no fault or action of REDCO. Any and all failures by
REDCO to design and construct the building pursuant to this Agreement,
its Exhibits and local, regional, state and/or national building codes
shall be deemed a fault of REDCO except for any extra fire suppression
requirements in the two hazardous areas. On such termination, REDCO may
recover from Hydromer payment for all work completed and for any loss
sustained by it for materials, equipment, tools or machinery to the
extent of actual loss there on plus loss of a reasonable profit
providing it can prove such loss and damage.
b. Hydromer's Termination: Hydromer may, on thirty (30) days written
notice to REDCO, terminate this contract before the termination date
hereof when REDCO defaults in performance of any provision herein, or
fails to carry out the construction in accordance with the provisions
of the contract documents. On such termination, Hydromer may take
possession of the work site and all
DESIGN and CONSTRUCTION CONTRACT Page-7
REDCO, Inc. and Hydromer, Inc.
materials, equipment, tools and machinery thereon and finish the work
in whatever way it deems expedient. If the unpaid balance on the
contract sum at the time of such termination exceeds the expense of
finishing the work, Hydromer shall pay such excess to REDCO. If the
expense of finishing the work exceeds the unpaid balance at the time
of termination, REDCO agrees to pay the difference to Hydromer. On
such a default by REDCO, Hydromer may elect not to terminate the
contract and may make good the deficiency of which the default
consists and deduct the cost from the progress payment due or to
become due to REDCO.
15. PRICE/MAXIMUM:
Hydromer hereby covenants, promises and agrees that Hydromer shall and will in
consideration of the covenants and agreements being performed by REDCO as
specified, well and truly pay or cause to be paid unto REDCO the sum not to
exceed SEVEN HUNDRED and SIXTY FIVE ($765,000.00) plus allowances IF APPLICABLE:
ALLOWANCES:
a. up to $10,000 for clean fill
b. up to $15,000 for drainage piping from building to drainage easement
west of driveway (drawing submitted to planning board has 75 feet to a
point east of driveway.
c. up to $5,000 for landscaping pursuant to requirement of Branchburg
Planning Board
d. up to $35,000 for extra fire suppression systems in the two
hazardous areas over local building codes SOLELY BECAUSE Hydromer has
two areas containing flammable chemicals.
e. up to $30,000 for a new front glass entrance Atrium including
revising
DESIGN and CONSTRUCTION CONTRACT Page-8
REDCO, Inc. and Hydromer, Inc.
handicap walkway as needed.
16. PAYMENT SCHEDULE:
Upon signing of this Contract $ 30,000
Upon presentation of invoices for materials delivered and work
completed and invoiced pursuant to Exhibit B (except for allowances).
Undisputed invoices to be paid within 10 days of receipt. The total of
invoices (excluding allowances) shall not exceed $735,000 plus any
extra work approved in accordance with Section 11.
Allowances shall be paid upon completion pursuant to Exhibit B, unless
such work is undertaken or caused to be undertaken by Hydromer.
17. PARAGRAPH HEADINGS:
The paragraph headings are included solely for the convince of the parties and
are not intended to effect the rights and duties of either party.
18. ENTIRE AGREEMENT:
This document, its exhibits and the local, regional, state and national building
codes constitute the entire Agreement and all other writings dated prior to the
date of execution are deemed merged into this Agreement.
DESIGN and CONSTRUCTION CONTRACT Page-9
REDCO, Inc. and Hydromer, Inc.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, or
caused these presents to be signed by their corporate officers and caused their
proper corporate seals to be hereto affixed, the day and year first mentioned
above.
Hydromer, Inc.
by:/s/ Xxxxxxx X. Xxxx
--------------------------------------
Xxxxxxx X. Xxxx, CEO and President
REDCO Engineering & Construction Corp.
by:/s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxxxx, President
date:
Exhibit A
Proposal Dated June 14, 2000
Exhibit B
Breakdown of Costs and analysis Dated October 1, 2000 revised 4/4/1
Exhibit C
Concept plan originally dated 3/28/00, 3rd revision dated 6/14/2000
Exhibit D
Submission to planning Board for 3/13/2001 hearing with all engineering
analysis.
Exhibit E
Resolution of Branchburg Planning Board
It is intended by the parties that any conditions placed on the approval by the
Branchburg Planning Board are deemed extras pursuant to section 11.
