STANDARD FORM OF AGREEMENT BETWEEN
OWNER AND DESIGN/BUILDER
DESIGN AND CONSTRUCTION AGREEMENT
AGREEMENT made as of the 20th day of Deccember , 1996, (Contract No. CL-003)
BETWEEN the Owner: Covol Technologies, Inc.
(Name and address) 0000 Xxxxx Xxxxxxxx Xxxx
Xxxx, XX 00000
and the Design/Builder: Centerline Engineering Corporation
A Xxxxxxxx Xxxxxx Company
(Name and address) 12450 Perry Xxxxxxx
Xxxx Xxxxxx Xxx 000
Xxxxxxx, XX 00000
For the following Project:
(Include Project name, location and detailed description of scope.)
The Design/Builder shall provide to the Owner or its successors or assigns one
(1) Coal Fines Agglomeration Facility ("Facility").
Article 14.1, Scope of Work, shall provide a detailed description of the Coal
Fines Agglomeration Facility to be provided by the Design/Builder.
The Owner and the Design/Builder agree as set forth below.
ARTICLE 1
GENERAL PROVISIONS
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1.1 Basic Definitions
1.1.1 The Contract Documents consist of this Agreement together with its
Exhibits, the Construction Documents identified in Exhibit "C" and Modifications
issued after execution of the Agreement. A Modification is a Change Order or a
written amendment to the Agreement, signed by both parties. These form the
Contract, and are as fully a part of the Contract as if attached to this
Agreement or repeated herein.
1.1.2 The Project is the total design and construction for which the
Design/Builder is responsible under the Agreement, including all professional
design services and all labor, services, materials and equipment used or
incorporated in such design and construction.
1.1.3 The Work comprises the completed construction designed under the Project
and includes labor necessary to produce such construction, and materials and
equipment incorporated or to be incorporated in such construction.
1.1.4 The Design/Builder accepts the relationship of trust and confidence
established between it and the Owner by this agreement. The Design/Builder
agrees to furnish the engineering and construction services set forth herein and
agrees to furnish efficient business administration and superintendence, and to
use its best efforts to perform the services in an expeditious and economical
manner consistent with the interest of the Owner.
1.1.5 The Design/Builder shall act as Agent for the Owner in all dealings with
the vendor(s), supplier(s) and contractor(s) under this agreement. All contracts
with the vendor(s), supplier(s) and contractor(s) shall be with the Owner and
not the Design/Builder. Prior to making any financial commitments, the
Design/Builder shall obtain the Owner's written approval except within the scope
of the Project where time constraints make advance approval impractical or in
cases of extreme emergencies which might involve life or property damage. The
Design/Builder will immediately notify the Owner of such orders or commitments.
Owner and Design/Builder shall execute a separate Limited Agency Agreement to
define the terms and conditions of this agency relationship. This Limited Agency
Agreement is attached as Exhibit "D." Nothing in this paragraph shall be
construed as a release or limitation, in whole or in part, of Design/Builder=s
obligations under this Agreement.
1.2 Execution, Correlation and Intent
1.2.1 This Agreement shall be signed in not less than duplicate by the Owner and
the Design/Builder.
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1.2.2 It is the intent of the Owner and Design/Builder that the Contract
Documents include all items necessary for proper execution and completion of the
Work. The Contract Documents are complementary, and what is required by any one
shall be as binding as if required by all. Work not covered in the Contract
Documents will not be required unless it is consistent with and is reasonably
inferable from the Contract Documents as being necessary to produce the intended
results. Words and abbreviations which have well-known technical or trade
meanings are used in the Contract Documents in accordance with such recognized
meanings.
1.3 Ownership and Use of Documents
1.3.1 The drawings, specifications and other documents furnished by the
Design/Builder are the property of the Owner whether or not the project for
which they are made is commenced. Drawings, specifications and other documents
furnished by the Design/Builder may be used by the Owner on other projects at
the sole responsibility and risk of the Owner for correctness, fitness for
purpose, and suitability of application for use. The Owner shall indemnify and
hold harmless the Design/Builder for any use of these documents for any purpose
other than the originally intended project.
1.3.2 (Deleted)
ARTICLE 2
Design/Builder
2.1 Services and Responsibilities
2.1.1 Design services shall be performed by qualified engineers and other
professionals selected and paid by the Design/Builder. The professional
obligations of such persons shall be undertaken and performed in the interest of
the Design/Builder. Construction services shall be performed by qualified and
licensed construction contractors and suppliers, selected by the Design/Builder.
The Design/Builder shall negotiate and prepare the contract documents between
the Owner and such contractors and suppliers. The Design/Builder shall retain
control and management of the contractors and suppliers. Payments shall be made
by the Owner upon Design/Builder=s approval.
2.2 Basic Services
2.2.1 The Design/Builder=s Basic Services are described below and in Article
14.
2.2.2 The Design/Builder shall submit Construction Documents for review and
approval by the Owner. Construction Documents shall include technical drawings,
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schedules, diagrams and specifications, setting forth in detail the requirements
for construction of the Work.
2.2.3 (Deleted)
2.2.4 Unless otherwise provided in the Contract Documents, the Design/Builder
shall provide or cause to be provided and shall pay for design services, labor,
materials, equipment, tools, construction equipment and machinery, water, heat,
utilities, transportation and other facilities and services necessary for proper
execution and completion of the Work, whether temporary or permanent and whether
or not incorporated or to be incorporated in the Work. Tools and materials
purchased by Design/Builder specifically for the Project shall belong to the
Owner.
2.2.5 The Design/Builder shall be responsible for and shall coordinate all
construction means, methods, techniques, sequences and procedures.
2.2.6 The Design/Builder shall keep the Owner informed on a timely basis of the
progress and quality of the work.
2.2.7 (Deleted)
2.2.8 The Design/Builder shall correct on a timely basis and at its own expense,
work which does not conform to the Construction Documents.
2.2.9 The Design/Builder warrants to the Owner that materials and equipment
incorporated in the Work will be new unless otherwise specified by separate
written notice to Owner prior to installation, and that the Work will be of good
quality, free from faults and defects, and in conformance with the Contract
Documents. Work not conforming to these requirements shall be corrected in
accordance with Article 9.
2.2.10 The Design/Builder shall secure and pay for building and other permits
and governmental fees, licenses and inspections necessary for the proper
execution and completion of the Work which are either customarily secured after
execution of the Agreement or are legally required at the time the
Design/Builder=s Proposal was first submitted to the Owner.
2.2.11 The Design/Builder shall give notices and comply with laws, ordinances,
rules, regulations and lawful orders of public authorities relating to
Design/Builder=s business activities with respect to the Project.
2.2.12 The Design/Builder shall pay royalties and license fees. The
Design/Builder shall defend suits or claims for infringement of patent rights
and shall save the Owner harmless from loss on account thereof, except that the
Owner shall be responsible for such loss when a
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particular design, process or product of a particular manufacturer is required
by the Owner.
2.2.13 The Design/Builder shall be responsible to the Owner and shall bear the
costs of defending Owner for acts and omissions of the Design/Builder=s
employees and parties in privity of contract with the Design/Builder to perform
a portion of the Work, including their agents and employees.
2.2.14 The Design/Builder shall keep the premises free from accumulation of
waste materials or rubbish caused by the Design/Builder=s operations and shall
remove same in compliance with applicable regulations and ordinances. At the
completion of the Work, the Design/Builder shall remove from and about the
Project, the Design/Builder=s tools, construction equipment, machinery, surplus
materials, waste materials and rubbish.
2.2.15 The Design/Builder shall prepare Change Orders for the Owner=s approval
and execution in accordance with the Agreement and shall have authority to make
minor changes in the design and construction consistent with the intent of the
Agreement not involving an adjustment in the contract sum or an extension of the
contract time. The Design/Builder shall promptly inform the Owner, in writing,
of minor changes in the design and construction.
2.2.16 The Owner shall notify the Design/Builder when the Work or an agreed
portion thereof is substantially completed by issuing a Certificate of
Substantial Completion which will establish the Date of Substantial Completion,
shall state the responsibility of each party for security, maintenance, heat,
utilities, damage to the Work, and insurance, shall include a list of items to
be completed or corrected and shall fix a time within which the Design/Builder
shall complete items listed therein. Disputes between the Owner and
Design/Builder regarding the Certificate of Substantial Completion shall be
resolved by arbitration in accordance with Article 10.
2.2.17 The Design/Builder shall maintain in good order at the site one record
copy of the drawings, specifications, product data, samples, shop drawings,
Change Orders and other Modifications, marked currently to record changes made
during construction. These "as built" drawings and materials shall be delivered
to the Owner upon completion of the design and construction and prior to final
payment.
ARTICLE 3
OWNER
3.1 The Owner shall designate a representative authorized to act on the
Owner's behalf with respect to the Project.
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3.2 The Owner shall appoint an on-site project representative to observe the
Work. Design/Builder shall give the representative access to the Project and all
records on a timely basis.
3.3 The Design/Builder shall assist the Owner in securing all building and other
permits, licenses and inspections and the Design/Builder shall pay the fees for
such permits, licenses and inspections as part of the Contract Price.
3.4 The Owner shall furnish services by land surveyors, geotechnical engineers
and other consultants for subsoil, air, and water conditions for use by the
Design/Builder.
3.5 The Owner shall provide a Site properly zoned, with access thereto as
necessary for the Design/Builder to perform the Work.
3.6 The Owner shall provide all environmental permits and regulatory agency
approvals.
3.7 If the Owner observes or otherwise becomes aware of a material fault or
defect in the Work or nonconformity with the Construction Documents, the Owner
shall give prompt written notice thereof to the Design/Builder. 3.8 The Owner
shall furnish required information and services and shall promptly render
decisions pertaining thereto to avoid delay in the orderly progress of the
design and construction.
3.9 The Owner shall, at the request of the Design/Builder and upon execution of
this Agreement provide a certified or notarized statement of funds available for
the Project and their source.
3.10 The Owner shall communicate with contractors and suppliers, only through
the Design/Builder or with the Design/Builder=s knowledge and approval, provided
Design/Builder is not in default under this Agreement.
ARTICLE 4
TIME
4.1 The Design/Builder shall provide services consistent with reasonable skill
and care and the orderly progress of the design and construction.
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4.2 Time limits stated in the Contract Documents are of the essence of the
Agreement. The Work to be performed under this Agreement shall commence within
ten (10) days of the Design/Builder=s receipt of the Owners Notice to Proceed.
Failure by Owner to issue Notice to Proceed by September 1, 1997, will
constitute a breach of this Agreement unless the Parties agree to the Notice to
Proceed at a later date.
4.3 The Work shall be Mechanically Complete within two hundred ten (210) days
following receipt of the Notice to Proceed by the Design/Builder, unless the
parties mutually agree in writing to an earlier or later date. Mechanically
Complete is the stage of the Work in which all of the Facility systems and
components have been installed, checked out and are completely ready for
start-up, commissioning, and Performance and Operational Testing. Seven (7)
working days before Design/Builder expects to achieve Mechanical Completion, he
shall notify Owner of same and request a Mechanical Completion inspection. The
Owner will promptly inspect and accept or reject the project for Mechanical
Completion. If rejected, a list of reasons will be issued by Owner, which
Design/Builder shall promptly accomplish or remedy. If accepted, Owner will
issue a Certificate of Mechanical Completion to Design/Builder.
4.4 Upon receipt of the Certificate of Mechanical Completion, the Design/Builder
will work with the Owner in scheduling the start-up and commissioning, as well
as the Performance Demonstration. Seven (7) work days before the start of the
Performance Demonstration, the Design/Builder shall notify the Owner of such
tests.
4.5 The Date of Substantial Completion of the Work shall be no later than sixty
(60) days following the Date of Mechanical Completion unless the parties
mutually agree in writing to an earlier or later date. But in no event shall the
Date of Substantial Completion be later than June 30, 1998. Substantial
Completion is defined as the date when the Performance and Operational Testing
is complete and the Work is sufficiently complete, so the Owner can occupy and
operate the Facility. If after the date established for the Date of Substantial
Completion, Design/Builder has sufficiently completed the Work but the Facility
fails the Performance Tests through no fault of the Design/Builder, the Facility
will be deemed Substantially Complete for purposes of payment to the
Design/Builder and the beginning of the warranty periods.
4.6 Not more than fourteen (14) days after the receipt by Design/Builder of the
Notice to Proceed, the Design/Builder shall submit a written progress schedule
indicating each major category or unit of general work to be performed at site,
properly sequenced and intermeshed and showing completion of the work consistent
with the time period established in this Article 4. The Design/Builder shall
provide the Owner with written monthly updates of the progress schedule
indicating completed activities and any changes in sequencing or activity
durations.
4.7 If the Design/Builder is delayed in the performance of the Project by
any acts of or
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neglect of the Owner, or by an employee, agent or representative of the Owner,
or by changes ordered in the Work by the Owner, and not required to correct
design problems or discrepancies, or by the combined action of the Owner and any
of its employees, agents or representatives and is in no way caused by or
resulting from default or collusion on the part of the Design/Builder or by any
other cause, which the Design/Builder could not reasonably control or
circumvent, then the Scheduled Completion Date shall be extended for a period
equal to the length of such delay.
ARTICLE 5
PAYMENTS
5.1 Progress Payments
5.1.1 The Design/Builder shall deliver to the Owner itemized Applications for
Payment by the 5th day of each month. Design/Builder shall submit with each
Application for Payment proper vouchers or other evidence satisfactory to Owner
certifying its payments for labor, and where applicable, to subcontractors and
for materials. Each Application for Payment shall include a breakdown of the
cost of labor, materials, sales tax and services in the form as prescribed by
Owner.
5.1.2 Properly submitted and correct Applications for Payment, received by Owner
by the 5th will be paid on the 20th day of each month, respectively. Any
disputed amounts will be withheld from the invoice and the undisputed amount
paid on time.
5.1.3 The Application for Payment shall constitute a representation by the
Design/Builder to the Owner that the design and construction have progressed to
the point indicated; the quality of the Work covered by the application is in
accordance with the Contract Documents; and the Design/Builder is entitled to
payment in the amount requested.
5.1.4 The Design/Builder shall pay each contractor, upon receipt of payment from
the Owner, out of the amount paid to the Design/Builder on account of such
contractor=s work, the amount to which said contractor is entitled in accordance
with the terms of the Design/Builder=s contract with such contractor. The
Design/Builder shall, by appropriate agreement with each contractor, require
each contractor to make payments to subcontractors in similar manner.
5.1.5 The Owner shall have no obligation to pay or to be responsible in any way
for payment to a contractor of the Design/Builder, except as otherwise required
by law.
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5.1.6 No progress payment or partial or entire use or occupancy of the Project
by the Owner shall constitute an acceptance of Work not in accordance with the
Contract Documents.
5.1.7 The Design/Builder warrants that: (1) title to Work, materials and
equipment covered by an Application for Payment will pass to the Owner either by
incorporation in construction or upon receipt of payment by the Design/Builder,
whichever occurs first; (2) Work, materials and equipment covered by previous
Applications for payment for which payment has been received are free and clear
of liens, claims, security interests or encumbrances, hereinafter referred to as
Aliens@; and (3) no Work, materials or equipment covered by an Application for
Payment will have been acquired by the Design/Builder, or any other person
performing work at the site or furnishing materials or equipment for the
Project, subject to an agreement under which an interest therein or an
encumbrance thereon is retained by the seller or otherwise imposed by the
Design/Builder or such other person.
5.1.8 The Contract provides for up to 5% retainage. At the date of Substantial
Completion or occupancy of the Work or any agreed upon portion thereof by the
Owner, whichever occurs first, the Design/Builder may apply for and the Owner,
if the Design/Builder has satisfied the requirements of Paragraph 5.2.1 and any
other requirements of the Contract relating to retainage, shall pay the
Design/Builder the amount retained, if any, for the Work or for the portion
completed or occupied, less the reasonable value of incorrect or incomplete
Work. Final payment of such withheld sum shall be made upon correction or
completion of such Work.
5.1.9 Concurrent with Article 4.2, Notice to Proceed, the Owner shall furnish to
the Design/Builder an advance payment of $250,000 and any advance payments
required for the procurement of long lead time equipment which will assist in
the expediting of the Project. The payment shall be made within thirty (30) days
of the Notice to Proceed.
5.2 Final Payment
5.2.1 Neither final payment nor amounts retained, if any, shall become due until
the Design/Builder submits to the Owner (1) an affidavit that payrolls, bills
for materials and equipment, and other indebtedness connected with the Project
for which the Owner or Owner=s property might be liable have been paid or
otherwise satisfied, (2) consent of surety, if any, to final payment, (3) a
certificate acceptable to Owner that insurance required by the Contract
Documents is in force following completion of the Work, and (4) if required by
the Owner, other data establishing payment or satisfaction of obligations, such
as receipts, releases and waivers of liens arising out of the Agreement, to the
extent and in such form as may be designated by the Owner. If a contractor
refuses to furnish a release or waiver required by the Owner, the Design/Builder
may furnish a bond satisfactory to the Owner to indemnify the Owner against such
lien. If such Lien remains unsatisfied after payments are made, the
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Design/Builder shall promptly reimburse the Owner for moneys the latter may be
compelled to pay in discharging such lien, including all costs and reasonable
attorneys= fees.
5.2.2 Final payment constituting the entire unpaid balance due shall be paid by
the Owner to the Design/Builder upon the Owner=s receipt of a correct
Design/Builder=s final Application for Payment when the Work has been completed
and the Contract fully performed except for those responsibilities of the
Design/Builder which survive final payment.
5.2.3 The making of final payment shall constitute a waiver of all claims by the
Owner except those arising from:
.1 unsettled liens;
.2 faulty or defective Work appearing after Substantial
Completion;
.3 failure of the Work to comply with requirements of the
Contract Documents; or
.4 terms of special warranties required by the Contract
Documents.
.5 outstanding contractual issues identified in writing at
the time of final payment.
5.2.4 Acceptance of final payment shall constitute a waiver of all claims by
the Design/Builder.
5.3 Interest Payments
5.3.1 Payments due the Design/Builder under the Agreement which are not paid
when due shall bear interest from the date due at the rate specified in Article
13.
ARTICLE 6
PROTECTION OF PERSONS AND PROPERTY
6.1 The Design/Builder shall be solely responsible for initiating, maintaining
and providing supervision of safety, precautions and programs in connection with
the Work.
6.2 The Design/Builder shall take reasonable precautions for safety of, and
shall provide reasonable protection to prevent damage, injury or loss to: (1)
employees on the work and other persons who may be affected thereby; (2) the
Work and materials and equipment to be incorporated therein; and (3) other
property at or adjacent to the site.
6.3 The Design/Builder shall give notices and comply with applicable laws,
ordinances, rules, regulations and orders of public authorities bearing on the
safety of persons and property and their protection from damage, injury or loss.
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6.4 The Design/Builder shall be liable for damage or loss to property at the
site caused in whole or in part by the Design/Builder, a contractor of the
Design/Builder or anyone directly or indirectly employed by either of them or by
anyone for whose acts they may be liable, except damage or loss attributable to
the acts or omissions of the Owner, the Owner=s separate contractors or anyone
directly or indirectly employed by them or by anyone for whose acts they may be
liable, and not attributable to the fault or negligence of the Design/Builder.
ARTICLE 7
INSURANCE AND BONDS
7.1 Design/Builder's Liability Insurance
7.1.1 The Design/Builder shall purchase and maintain in a company or companies
authorized to do business in the state in which the Work is located such
insurance as will protect the Design/Builder from claims set forth below which
may arise out of or result from operations under the Contract by the
Design/Builder or by a contractor of the Design/Builder, or by anyone directly
or indirectly employed by any of them, or by anyone for whose acts they may be
liable:
.1 claims under workers= or workmen=s compensation, disability benefit
and other similar employee benefit laws which are applicable to the
Work to be performed;
.2 claims for damages because of bodily injury, occupational sickness
or disease, or death of the Design/Builder=s employees under any
applicable employer=s liability law;
.3 claims for damages because of bodily injury, sickness or disease,
or death of persons other than the Design/Builder=s employees;
.4 claims for damages covered by usual personal injury liability
coverage which are sustained (1) by a person as a result of an offence
directly or indirectly related to employment of such person by the
Design/Builder or (2) by another person;
.5 claims for damages, other than to the Work at the site, because of
injury to or destruction of tangible property, including loss of use;
and
.6 claims for damages for bodily injury or death of a person or property
damage arising out of ownership, maintenance or use of a motor vehicle.
7.1.2 The insurance required by the above Subparagraph 7.1.1 shall be written
for not less than the limits of liability specified in the Contract Documents or
required by law, whichever are greater.
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7.1.3 The Design/Builder=s liability insurance shall include contractual
liability insurance applicable to the Design/Builder's obligations under
Paragraph 11.7.
7.1.4 Certificates of Insurance, and copies of policies if requested, acceptable
to the Owner shall be delivered to the Owner prior to commencement of design and
construction. These Certificates as well as insurance policies required by this
Paragraph shall contain a provision that coverage will not be canceled or
allowed to expire until at least thirty (30) days= written notice has been given
to the Owner. If any of the foregoing insurance coverages are required to remain
in force after final payment, an additional certificate evidencing continuation
of such coverage shall be submitted along with the application for final
payment.
7.2 Owner=s Liability Insurance
7.2.1 The Owner shall be responsible for purchasing and maintaining, in a
company or companies authorized to do business in the state in which the
principal improvements are to be located, Owner=s liability insurance to protect
the Owner against claims which may arise from operations under this Project.
7.3 Property Insurance
7.3.1 Unless otherwise provided under this Agreement, the Owner shall purchase
and maintain, in a company or companies authorized to do business in the state
in which the principal improvements are to be located, property insurance upon
the Work at the site to the full insurable value thereof. Property insurance
shall include interests of the Owner, Mortgagees, the Design/Builder, and their
respective contractors and subcontractors in the Work. It shall insure against
perils of fire and extended coverage and shall include all risk insurance for
physical loss or damage including, without duplication of coverage, theft,
vandalism and malicious mischief. If the Owner does not intend to purchase such
insurance for the full insurable value of the entire work, the Owner shall
inform the Design/Builder in writing prior to commencement of the Work. The
Design/Builder may then effect insurance for the Work at the site which will
protect the interests of the Design/Builder and the Design/Builder=s contractors
and subcontractors, and by appropriate Change Order the costs thereof shall be
charged to the Owner. If the Design/Builder is damaged by failure of the Owner
to purchase or maintain such insurance without notice to the Design/Builder,
then the Owner shall bear all reasonable costs properly attributable thereto. If
not covered under the all risk insurance or not otherwise provided in the
Contract Documents, the Owner shall effect and maintain similar property
insurance on portions of the Work stored off-site or in transit when such
portions of the Work are to be included in an Application for Payment.
7.3.2 Unless otherwise provided under this Agreement, the Owner shall
purchase and maintain
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such machinery insurance as may be required by the Contract documents or by law
and which shall specifically cover such insured objects during installation and
until final acceptance by the Owner. This insurance shall cover interests of the
Owner, Lenders, Mortgagees, the Design/Builder, and the Design/Builder=s
contractors and subcontractors in the Work.
7.3.3 A loss insured under Owner=s property insurance is to be adjusted with the
Owner and made payable to the Owner as trustee for the insureds, as their
interests may appear, subject to requirements of any applicable mortgagee clause
and of Subparagraph 7.3.8. The Design/Builder shall pay contractors their share
of insurance proceeds received by the Design/Builder, and by appropriate
agreement, written where legally required for validity, shall require
contractors to make payments to their subcontractors in similar manner.
7.3.4 Before an exposure to loss may occur, the Owner shall file with the
Design/Builder a copy of each policy required by this Paragraph 7.3. Each policy
shall contain only those endorsements specifically related to this Project. Each
policy shall contain a provision that the policy will not be canceled or allowed
to expire until at least thirty (30) days= prior written notice has been given
the Design/Builder.
7.3.5 If the Design/Builder requests in writing that insurance for Project risks
other than those described herein or for other special hazards be included in
the property insurance policy, the Owner shall, if possible, obtain such
insurance, and the cost thereof shall be charged to the Design/Builder by
appropriate Change Order.
7.3.6 The Owner and Design/Builder waive all rights against each other and the
contractors, subcontractors, agents and employees, each of the other, for
damages caused by fire or other perils to the extent covered by property
insurance obtained pursuant to this Paragraph 7.3 or other property insurance
applicable to the Work, except such rights as they may have to proceeds of such
insurance held by the Owner as trustee. The Owner or Design/Builder, as
appropriate, shall require from contractors and subcontractors by appropriate
agreements, written where legally required for validity, similar waivers each in
favor of other parties enumerated in this Paragraph 7.3. The policies shall be
endorsed to include such waivers of subrogation.
7.3.7 If required in writing by a party in interest, the Owner as trustee shall
provide, upon occurrence of an insured loss, a bond for proper performance of
the Owner=s duties. The cost of required bonds shall be charged against proceeds
received as trustee. The Owner shall deposit proceeds so received in a separate
account and shall distribute them in accordance with such agreement as the
parties in interest may reach, or in accordance with an arbitration award in
which case, the procedure shall be provided in Article 10. If after such loss,
no other special agreement is made, replacement of damaged Work shall be covered
by appropriate Change Order.
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7.3.8 The Owner, as trustee, shall have power to adjust and settle a loss with
insurers, unless one of the parties in interest shall object, in writing, within
ten (10) days after occurrence of loss, to the Owner=s exercise of this power.
If such objection be made, the Owner as trustee shall make settlement with the
insurers in accordance with the decision of arbitration as provided in Article
10. If distribution of insurance proceeds by arbitration is required, the
arbitrators will direct such distribution.
7.3.9 If the Owner finds it necessary to occupy or use a portion or portions of
the Work before Substantial Completion, such occupancy or use shall not commence
prior to a time agreed to by the Owner and Design/Builder and to which the
insurance company or companies providing property insurance have consented by
endorsement to the policy or policies. The property insurance shall not lapse or
be canceled on account of such partial occupancy or use. Consent of the
Design/Builder and of the insurance company or companies to such occupancy or
use shall not be unreasonably withheld.
7.4 Loss of Use Insurance
7.4.1 The Owner, at the Owner=s option, may purchase and maintain such insurance
as will insure the Owner against loss of use of the Owner=s property due to fire
or other hazards, however caused. The Owner waives all rights of action against
the Design/Builder, and its contractors and their agents and employees, for loss
of use of the Owner=s property, including consequential losses due to fire or
other hazards, however caused, to the extent covered by insurance under this
Paragraph 7.4.
7.5 Performance Bond and Payment Bond
7.5.1 At Owner s request, the Design/Builder shall furnish a surety bond for the
installation amount (labor and materials) of the Contract covering the faithful
performance of the Contract and the payment of all obligations arising
thereunder. The cost of any such surety bond shall be paid by the Owner.
7.6 Professional Liability Insurance
7.6.1 The Design/Builder shall provide a Professional Liability Insurance
Project Policy for a minimum amount of $5,000,000 aggregate in a form acceptable
to the Owner.
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ARTICLE 8
CHANGES IN THE WORK
8.1 Change Orders
8.1.1 A Change Order is a written order signed by the Owner and Design/Builder,
and issued after execution of the Agreement, authorizing a change in the Work or
adjustment in the contract sum or contract time. The contract sum and contract
time may be changed only by Change Order.
8.1.2 The Owner=s designated representative, without invalidating the Agreement,
may order changes in the Work within the general scope of the Agreement
consisting of additions, deletions or other revisions and the contract sum and
contract time shall be adjusted accordingly. Such changes in the Work shall be
authorized by Change Order, and shall be performed under applicable conditions
of the Contract Documents.
8.1.3 (Deleted)
8.1.4 Cost or credit to the Owner resulting from a change in the Work shall be
determined in one or more of the following ways: .1 by mutual acceptance of a
lump sum properly itemized and supported by sufficient substantiating data to
permit evaluation; .2 by unit prices stated in the Contract Documents or
subsequently agreed upon; .3 by cost to be determined in a manner agreed upon by
the parties and a mutually acceptable fixed or percentage fee; or .4 by the
method provided below.
8.1.5 If none of the methods set forth in Clauses 8.1.4.1, 8.1.4.2, or 8.1.4.3
is agreed upon, the Design/Builder, provided a written order signed by the Owner
is received, shall promptly proceed with the Work involved. The cost of such
Work shall then be determined on the basis of reasonable expenditures and
savings of those performing the Work attributable to the change, including the
expenditures for design services and revisions to the Contract Documents. In
case of an increase in the contract sum, the cost shall include a 15% allowance
for overhead and profit, and shall be exclusive of existing soft costs or
overhead. In case of the methods set for the Clauses 8.1.4.3 and 8.1.4.4, the
Design/Builder shall keep and present an itemized accounting together with
appropriate supporting data for inclusion in a Change Order. Unless otherwise
provided in the Contract Documents, cost shall be limited to the following: cost
of materials, including sales tax and cost of delivery; cost of labor, including
social security, old age and unemployment insurance; and fringe benefits
required by agreement or custom;
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workers= or workmen=s compensation insurance, bond premiums; rental cost of
equipment and machinery; and fees paid to architects, engineers and other
professionals. The amount of credit to be allowed by the Design/Builder to the
Owner for deletion or change which results in a net decrease in the contract sum
will be actual net cost. When both additions and credits covering related Work
or substitutions are involved in a change, the allowance for overhead and profit
shall be figured on the basis of the net increase, if any, with respect to that
change.
8.1.6 (Deleted)
8.2 CONCEALED CONDITIONS
8.2.1 If concealed or unknown conditions of an unusual nature that affect the
performance of the Work and vary from those indicated by the Contract Documents
are encountered below ground or in an existing structure other than the Work,
which conditions are not ordinarily found to exist or which differ materially
from those generally recognized as inherent in work of the character provided
for in this Part 2, notice by the observing party shall be given promptly to the
other party and, if possible, before conditions are disturbed and in no event
later than 21 days after first observance of the conditions. The contract sum
shall be equitably adjusted for such concealed or unknown conditions by Change
Order upon claim by either party made within twenty-one days after the claimant
becomes aware of the conditions.
8.3 Regulatory Changes
8.3.1 The Design/Builder shall be compensated for changes in the Work
necessitated by the enactment or revision of codes, laws or regulations
subsequent to the execution of this Agreement.
ARTICLE 9
CORRECTION OF WORK
9.1 The Design/Builder shall promptly correct at Contractor=s own expense, Work
rejected by the Owner or known by the Design/Builder to be defective or failing
to conform to the Construction Documents, whether observed before or after
Substantial Completion and whether or not fabricated, installed or completed,
and shall correct Work under this Agreement found to be defective or
nonconforming within a period of one (1) year from the date of Substantial
Completion of the Work or designated portion thereof, or within such longer
period provided by an applicable special warranty in the Contract Documents.
9.2 Nothing contained in this Article 9 shall be construed to establish a
period of limitation
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with respect to other obligations of the Design/Builder under this Agreement.
Paragraph 9.1 relates only to the specific obligation of the Design/Builder to
correct the Work, and has no relationship to the time within which the
obligation to comply with the Contract Documents may be sought to be enforced,
nor to the time within which proceedings may be commenced to establish the
Design/Builder=s liability with respect to the Design/Builder=s obligations
other than correction of the Work.
9.3 If the Design/Builder fails to correct defective Work as required or
persistently fails to carry out Work in accordance with the Contract Documents,
the Owner, by written order signed personally or by an agent specifically so
empowered by the Owner in writing, may order the Design/Builder to stop the
Work, or any portion thereof, until the cause for such order has been
eliminated; however, the Owner=s right to stop the Work shall not give rise to a
duty on the part of the Owner to exercise the right for benefit of the
Design/Builder or other persons or entities.
9.4 If the Design/Builder defaults or neglects to carry out the Work in
accordance with the Contract Documents and fails within seven (7) days after
receipt of written notice from the Owner to commence and continue correction of
such default or neglect with diligence and promptness, the Owner may give a
second written notice to the Design/Builder and, seven days following receipt by
the Design/Builder of that second written notice and without prejudice to other
remedies the Owner may have, correct such deficiencies. In such case an
appropriate Change Order shall be issued deducting from payments then or
thereafter due the Design/Builder costs of correcting such deficiencies. If the
payments then or thereafter due the Design/Builder are not sufficient to cover
the amount of the deduction, the Design/Builder shall pay the difference to the
Owner. Such action by the Owner shall be subject to arbitration, in accordance
with Article 10.
ARTICLE 10
ARBITRATION
10.1 Claims, disputes and other matters in question between the parties to this
Agreement arising out of or relating to this Agreement shall be decided by
arbitration in accordance with the Construction Industry Arbitration Rules of
the American Arbitration Association then in effect unless the parties agree
otherwise. No arbitration arising out of or relating to this Agreement shall
include, by consolidation or joinder or in any other manner, an additional
person not a party to this Agreement except by written consent containing
specific reference to this Agreement and signed by the Owner, Design/Builder and
any other person sought to be joined. Consent to arbitration involving an
additional person or persons shall not constitute consent to arbitration of a
dispute not described or with a person not named therein. This provision shall
be specifically enforceable in any court of competent jurisdiction.
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10.2 Notice of demand for arbitration shall be filed in writing with the other
party to this Agreement and with the American Arbitration Association. The
demand shall be made within a reasonable time after the claim dispute or other
matter in questions has arisen. In no event shall demand for arbitration be made
after the date when the applicable statute of limitations would bar institution
of a legal or equitable proceeding based on such claim, dispute or other matter
in question.
10.3 The award rendered by arbitrators shall be final, and judgment may be
entered upon it in accordance with applicable law in any court having
jurisdiction.
10.4 Unless otherwise agreed in writing, the Design/Builder shall carry on the
Work and maintain its progress during any arbitration proceedings, and the Owner
shall continue to make payments to the Design/Builder in accordance with the
Contract Documents, except where arbitration originates from Owner=s stop work
order.
10.5 This Article 10 shall survive completion or termination of this
Agreement.
ARTICLE 11
MISCELLANEOUS PROVISIONS
11.1 This Agreement shall be governed by the laws of the state where the
Facility is located. Until the site is identified by the Owner pursuant to
written notice to Design/Builder prior to or with the Notice to Proceed, this
Agreement shall be governed by the laws of the state of Utah.
11.2 (Deleted)
11.3 In case a provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not be affected.
11.4 Subcontracts
11.4.1 The Design/Builder, as soon as practicable after receipt of the Notice to
Proceed, shall furnish to the Owner in writing the names of the persons or
entities the Design/Builder will engage as contractors for the Project.
11.4.2 Nothing contained in the Design/Build Contract Documents shall create a
professional obligation or contractual relationship between the Owner and any
third party.
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11.5 Work By Owner Or Owner=s Contractors
11.5.1 The Owner reserves the right to perform work related to, but not part of,
the Project and to award separate contracts in connection with other work at the
site. If the Design/Builder claims that delay or additional cost is involved
because of such action by the Owner, the Design/Builder shall make such claims
as provided in Paragraph 11.6.
11.5.2 The Design/Builder shall afford the Owner=s separate contractors
reasonable opportunity for introduction and storage of their materials and
equipment for execution of their work. The Design/Builder shall incorporate and
coordinate the Design/Builder=s Work with work of the Owner=s separate
contractors as required by the Contract Documents.
11.6 Claims For Damages
11.6.1 If the Design/Builder suffers any injury or damage to person or property
because of an act or omission of the Owner, the Owner=s employees or agents, or
another for whose acts the Owner is legally liable, any claim shall be made in
writing in the form of a Request for Change Order within ten (10) days after
such injury or damage is or should have been first known to Design/Builder. Any
and all claims not made within ten (10) days are barred, waived, released and
discharged. The decision of the Owner shall be final and binding on both parties
unless the Design/Builder files a Demand for Arbitration within ten (10) days of
the Owner=s decision. If the Design/Builder files a Demand for Arbitration, the
claim will be arbitrated in accordance with Article 10.
11.7 Indemnification
11.7.1 To the fullest extent permitted by law, the Design/Builder shall
indemnify and hold harmless the Owner and the Owner=s consultants and separate
contractors, any of their subcontractors, sub-tier-contractors, agents and
employees from and against claims, damages, losses and expenses, including but
no limited to attorneys= fees, arising out of or resulting from performance of
the Work. These indemnification obligations shall be limited to claims, damages,
losses or expenses (1) that are attributable to bodily injury, sickness, disease
or death, or to injury to or destruction of tangible property (other than the
Work itself) including loss of use resulting therefrom, and (2) to the extent
such claims, damages, losses or expenses are caused in whole or in party by
negligent acts or omissions of the Design/Builder, the Design/Builder=s
contractors, anyone directly or indirectly employed by either or anyone for
whose acts either may be liable, regardless of whether or not they are caused in
party by a party indemnified hereunder. Such obligation shall not be construed
to negate, abridge or otherwise reduce other rights or obligations of indemnity
which would otherwise exist as to a party or person described in this Paragraph
11.7. The above indemnification shall not extend to include indirect or
consequential damages.
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11.7.2 In claims against the Owner or its consultants and its contractors, any
of their subcontractors, sub-tier-contractors, agents or employees by an
employee of the Design/Builder, its contractors, anyone directly or indirectly
employed by them or anyone for whose acts they may be liable, the
indemnification obligation under this Paragraph 11.7 shall not be limited by a
limitation on amount or type of damages, compensation or benefits payable by or
for the Design/Builder, or a Design/Builder=s contractor, under workers= or
workmen=s compensation acts, disability benefit acts or other employee benefit
acts.
11.7.3 Under no circumstances shall Design/Builder be liable to Owner for, nor
shall Owner make claim to Design/Builder for, consequential loss or damage,
including but not limited to loss or damage resulting from loss of use, loss of
profits or revenues, cost of capital, loss of good will, claims of Owner=s
customers, or like items of loss or damage, and Owner hereby releases
Design/Builder therefrom.
11.8 Successors and Assigns
11.8.1 This Agreement shall be binding on successors, assigns, and legal
representatives of and persons in privity of contract with the Owner or
Design/Builder. The Design/Builder shall not assign, sublet or transfer an
interest in the Agreement without written consent of the Owner.
11.8.2 This Paragraph 11.8 shall survive completion or termination of the
Agreement.
11.9 In case of termination of the Engineer, the Design/Builder shall provide
the services of another lawfully licensed person or entity against whom the
Owner makes no reasonable objection.
11.10 Extent of Agreement
11.10.1 Since the Facility to be designed and constructed under this Agreement
is expected, once operational, to provide tax credits under Section 29 of the
Internal Revenue Code of 1986, it is the express intent of the parties that this
Agreement qualify as a binding contract for the purposes of construing Section
29(g)(1)(A) of the Internal Revenue Code. In the event that any one or more of
the provisions or parts of any provisions contained in this Agreement are held
or found to cause this Agreement not to be "binding" within the meaning of
Section 29(g)(1)(A), such provision or provisions shall automatically be struck
from this Agreement, but the validity, legality and enforceability of the
remaining provisions of this Agreement shall not be affected or impaired
thereby.
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11.11 Design/Builder shall check all materials, equipment and labor entering
into the Work and shall keep such full and detailed accounts as may be necessary
for proper financial management under this Agreement, and the accounting methods
shall be satisfactory to the Owner. Owner shall be afforded access for timely
review in a practical manner of all Design/Builder=s records, books,
correspondence, instructions, drawings, receipts, vouchers, memoranda, and
similar data relating to the Cost of the Work and Design/Builder=s Fee.
Design/Builder shall be preserve all such documents for a period of three (3)
years after the final payment by Owner.
ARTICLE 12
TERMINATION OF THE AGREEMENT
12.1 Termination By The Owner
12.1.1 The Agreement may be terminated by the Owner upon fourteen (14) days=
written notice at the Owner=s election. In the event of termination at the
Owner=s election and not due to the fault of the Design/Builder, the
Design/Builder shall be compensated for services performed to termination date,
together with reasonable industry standard demobilization expenses, reasonable
close-out costs, reimbursable expenses then due, and a reasonable overhead and
profit on work performed; provided, however, that in no event shall the
compensation paid pursuant to this Subparagraph 12.1.1 (excluding reimbursement)
be less than 6% of the Total Contract Price as defined in Subparagraph 13.2.1.
If the Total Contract Price has not been established, the minimum 6%
compensation in this Subparagraph shall be based on the Guaranteed Maximum Price
specified in Subparagraph 13.2.1.
12.1.2 If the Design/Builder defaults or persistently fails or neglects to carry
out the work in accordance with the Contract Documents or fails to perform the
provisions of the Agreement, the Owner may give written notice that the Owner
intends to terminate the Agreement. If the Design/Builder fails to correct the
defaults within fourteen (14) days after being given notice, the Owner may
without prejudice to any other remedy make good such deficiencies and may deduct
the cost thereof from the payment due the Design/Builder or, at the Owner=s
option, may terminate the employment of the Design/Builder and take possession
of the site and of all materials, equipment, tools and construction equipment
and machinery thereon owned by the Design/Builder as well as all drawings,
plans, and specifications and finish the Work by whatever means the Owner may
deem expedient. If the expense to complete the Work exceeds the unpaid balance
of the Contract Sum, the Design/Builder shall pay the difference to the Owner.
12.2 Termination by the Design/Builder
12.2.1 If the Owner fails to make payment when due or is otherwise in default
with this
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Agreement, the Design/Builder may give written notice of the Design/Builder=s
intention to terminate the Agreement. If the Design/Builder fails to receive
payment within fourteen (14) days after receipt of such notice by the Owner, the
Design/Builder may give a second written notice and, fourteen (14) days after
receipt of such second written notice by the Owner, may terminate the Agreement
and recover from the Owner payment for the cost of the Work executed and for
proven losses sustained upon materials, equipment, tools, and construction
equipment and machinery, including reasonable profit and applicable damages;
provided, however, that in no event shall the compensation paid pursuant to this
Subparagraph 12.2.1 (excluding reimbursement) be less than 6% of the Total
Contract Price as defined in Subparagraph 13.2.1. If the Total Contract Price
has not been established, the minimum 6% compensation in this Subparagraph shall
be based on the Guaranteed Maximum Price specified in Subparagraph 13.2.1.
ARTICLE 13
BASIS OF COMPENSATION
The Owner shall compensate the Design/Builder in accordance with Article 5,
Payments, and the other provisions of this Agreement as described below.
13.1 Compensation
13.1.1 FOR BASIC SERVICES, as described in Paragraphs 2.2.2 through 2.2.17, and
for any other services included in Article 14 as part of Basic Services, Basic
Compensation shall be as follows:
13.2 Project Prices
13.2.1 Owner shall pay Design/Builder for the faithful performance of this
Agreement, subject to the additions or deductions provided herein. The parties
intend within 30 days of the Notice to Proceed to establish a lump sum price
("Total Contract Price"). Until such Total Contract Price is established,
Design/Builder will proceed with the Work on a cost-reimbursable basis in accord
with Exhibit "B" ("Cost Plus Proposal"); provided that once the Total Contract
Price is established, credit will be allowed for any payments made on the
cost-reimbursable basis. Both the Total Contract Price and the Cost Plus
Proposal covers all Work required to reach Contract Completion. In no event
shall the Total Contract Price or the Cost Plus Proposal exceed $5,300,000
without written approval of the Owner ("Guaranteed Maximum Price").
13.2.2 A detailed breakdown of the Total Contract Price as well as a list of
allowances and clarifications to the Scope of Work, shall be provided and
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attached hereto as Exhibit "A." 13.2.3 The adjustments to Total Contract Price
shall be adjusted by Change Orders as outlined in Article 8, Changes in Work.
13.2.4 Costs reimbursable by the Owner will include all materials, shipping, and
procurement costs, engineering costs, construction management, equipment costs,
subcontract costs, and all other costs directly related to the design and
construction of the Facility. Engineering and field construction management
personnel will be billed in accordance with Exhibit "B." Any general overhead
costs and profit shall be included in the Design/Builder=s Fixed Fee.
13.2.5 The Total Contract Price, subject to modification as provided herein,
shall include a Fixed Fee of $300,000.00. The Fixed Fee will be paid
proportionately with the rest of the Total Contract Price, as the Work is
performed.
13.2.6 No casual, spot, or discretionary overtime will change the Total Contract
Price. In the case of other overtime, the same shall increase the Total Contract
Price only if authorized in writing by Owner and incorporated by Change Order.
13.2.7 (Deleted)
13.2.8 (Deleted)
13.3.1 If Total Contract Price, as adjusted, is exceeded, Owner will pay for
labor, as set forth in Paragraphs 13.2.4 and shall pay other agreed properly
substantiated Design/Builder costs. The first $100,000.00 of the excess over the
Total Contract Price will be deducted from the Fee otherwise payable under
Paragraph 13.2.5.
13.3.2 If Total Contract Price is underrun, then Owner and Design/Builder shall
share the underrun 25/75 (25 percent to Design/Builder and 75 percent to Owner),
and in addition, Design/Builder shall receive the Fee set forth in Paragraph
13.2.5 of this Agreement.
13.4 Reimbursable Expenses
13.4.1 Reimbursable Expenses are in addition to the compensation for Basic and
Additional Services and include actual expenditures made by the Design/Builder
in the interest of the Project for the expenses listed in Exhibit "B."
13.4.2 For Reimbursable Expenses, compensation shall be as specified in
Exhibit
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"B."
13.5 Interest Payments
13.5.1 The rat e of interest for past due payments shall be as follows: prime
rate plus 2%, compounded annually.
ARTICLE 14
OTHER PROVISIONS
14.1 Scope of Work
14.1.1 The Design/Builder shall provide all engineering, materials, labor, and
equipment associated with the construction at a Coal Fine Agglomeration Facility
to be constructed at a site to be designated by the Owner.
14.1.2 The Design/Builder will construct the Facility in accordance with one of
the following two options, as specified by Owner at the time Owner issues the
Notice to Proceed: (i) for Option A, the Design/Builder will construct the
Facility in accordance with Exhibit AC,@ Specification For The Construction Of A
Coal Agglomeration Facility, dated November 15, 1996 and prepared by Centerline
Engineering Corporation; or (ii) for Option B, the Design/Builder will provide
the Facility in accordance with Exhibit "E," Skid Mounted Agglomeration
Facility.
14.1.2.1 The agglomeration equipment for the Facility shall be a Model 90AD
extruder supplied by X.X. Xxxxxx and Sons, Statesville, North Carolina, unless
Owner specifies a different piece of equipment. The Owner may specify a
different piece of agglomeration equipment, including but not limited to a Bepex
Model MS-450 Briquetter or a CPM Pelletmill Model 7932- 6 pelletizer, in order
to adapt to the particular characteristics and properties of the expected raw
material feedstock or the product specifications of the expected purchaser of
the finished product, or based on availability. The Owner may also specify a
different equivalent model and brand of extruder, briquetter or pelletizer,
provided that the agglomeration equipment that is selected shall have a rated
total product output capacity equal to the Model 90AD extruder from X.X. Xxxxxx.
The use of other agglomeration equipment shall be added through Change Orders.
14.1.3 The site location will be determined by the Owner in Southern West
Virginia.
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Any site demolition work, construction of utility above normal service
extensions and connections, and major earthwork required will be added through
Change Orders.
14.1.6 All utilities, including fuel, electricity and water, will be the
responsibility of the Owner.
14.1.7. The Design/Builder will provide five (5) sets of all Operation and
Maintenance Manuals, Spare Part Lists and other plant-related documents. The
Design/Builder shall also provide start-up and operational testing for the first
month of plant operation. The Owner and Design/Builder will mutually develop an
acceptable operational testing program ninety (90) days before mechanical
completion. The start-up and operational testing will be performed on a cost
reimbursable basis in accordance with Exhibit "B."
14.2 Warranty
14.2.1 For a period of (1) one year following the date of Substantial
Completion, the Design/Builder warrants to the Owner that materials and
equipment furnished under the Contract will be of good quality and new unless
otherwise required or permitted by the Agreement, that the Work will be free
from defects not inherent in the quality required or permitted, and that the
Work will conform with the requirements of the Contract Documents. Work not
conforming to these requirements, including substitutions not properly approved
and authorized, may be considered defective. The Design/Builder=s warranty
excludes remedy for damages or defect cause by abuse, modifications not executed
by the Design/Builder, improper or insufficient maintenance, improper operation,
or normal wear and tear under normal usage. If required by the Owner, the
Design/Builder shall furnish satisfactory evidence as to the kind and quality or
materials and equipment.
14.2.2 The Design/Builder agrees to assign to the Owner at the time of final
completion of the Work, any and all manufacturer=s warranties relating to
materials and labor used in the Work and further agrees to perform the Work in
such manner so as to preserve any and all such manufacturer=s warranties. The
parties agree that Design/Builder=s warranties relating to the performance of
Design/Builder furnished equipment, is limited to that reasonably obtainable
from suppliers.
14.2.3 THE WARRANTIES DESCRIBED HEREIN ARE IN LIEU OF ANY OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTY OR
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
14.3 Project Meetings
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14.3.1 Owner will hold frequent Project Meetings on a regularly scheduled basis
for the purpose of ensuring orderly and expeditious completion of the Work. Such
meetings will include Design/Builder=s Project Manager and responsible
representatives or subcontractors, and when desirable, vendors or suppliers.
14.3.2 At these meetings, schedule and progress shall be reviewed, work
activities and administrative procedures coordinated, problem areas identified
and corrective actions initiated, pending changes discussed, and safety
activities reported. Any other pertinent or timely subjects should be included
on the meeting agenda. 14.3.3 Minutes of each meeting shall be promptly issued
by Design/Builder to all attendees and/or designated persons.
14.4 Design/Builder shall, in addition to other information required by the
Contract Documents, provide, in a format acceptable to Owner, the following
reports, compiled separately for each facility, and cumulatively: Project
Procedures Manual; Monthly Progress Report (will include procurement status
report and schedule updates).
This Agreement (Contract No. CL-003) entered into as of the day and year first
written above.
OWNER DESIGN/BUILDER
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxx Xxxxxxx
Xxxxxx X. Xxxxx, Vice President Xxxxxx Xxxxxxx, President
Covol Technologies, Inc. Centerline Engineering Corp.
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