Contract with Rochon Corporation for Fire Station #1 Kitchen Remodel 07-24-2023 224769v1
FORM OF AGREEMENT
BETWEEN CITY OF CHANHASSEN AND CONTRACTOR
THIS AGREEMENT, made this day of July, 2023, by and
between the CITY OF CHANHASSEN, a Minnesota municipal corporation (“Owner”) and
ROCHON CORPORATION (“Contractor”). Owner and Contractor, in consideration of the
mutual covenants set forth herein, agree as follows:
1. CONTRACT DOCUMENTS. The following documents shall be referred to as
the “Contract Documents”, all of which shall be taken together as a whole as the contract between
the parties as if they were set verbatim and in full herein:
A. This Agreement;
B. Drawings and Specifications dated May 15, 2023, with Addendum #1 dated
June 8, 2023, and Addendum #2 dated June 12, 2023;
C. City of Chanhassen General Conditions of the Construction Contract;
D. Quote/Bid dated June 15, 2023 and Scope Adjustment/Pricing email dated
July 11, 2023.
In the event of a conflict among the provisions of the Contract Documents, the order in which they
are listed above shall control in resolving any such conflicts with Contract Document “A” having
the first priority and Contract Document “D” having the last priority.
2. OBLIGATIONS OF THE CONTRACTOR. The contractor shall provide the
goods, services, and perform the work in accordance with the Contract Documents.
3. CONTRACT PRICE. Owner shall pay Contractor for completion of the Work in
accordance with the Contract Documents $158,201.59.
4. PAYMENT PROCEDURES.
A. Contractor shall submit Applications for Payment. Applications for
Payment will be processed by Engineer as provided in the General
Conditions.
B. Progress Payments; Retainage. Owner shall make 95% progress payments
on account of the Contract Price on the basis of Contractor’s Applications
for Payment during performance of the Work.
C. Payments to Subcontractor.
(1) Prompt Payment to Subcontractors. Pursuant to Minn. Stat. § 471.425,
Subd. 4a, the Contractor must pay any subcontractor within ten (10) days
of the Contractor’s receipt of payment from the City for undisputed
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services provided by the subcontractor. The Contractor must pay
interest of 1½ percent per month or any part of a month to the
Subcontractor on any undisputed amount not paid on time to the
subcontractor. The minimum monthly interest penalty payment for an
unpaid balance of $100.00 or more is $10.00. For an unpaid balance
of less than $100.00, the Contractor shall pay the actual penalty due to
the subcontractor.
(2) Form IC-134 (attached) required from general contractor. Minn. Stat. §
290.92 requires that the City of Chanhassen obtain a Withholding
Affidavit for Contractors, Form IC-134, before making final payments
to Contractors. This form needs to be submitted by the Contractor to the
Minnesota Department of Revenue for approval.
The form is used to receive certification from the state that the vendor
has complied with the requirement to withhold and remit state
withholding taxes for employee salaries paid.
D. Final Payment. Upon final completion of the Work, Owner shall pay the
remainder of the Contract Price as recommended by Engineer.
5. COMPLETION DATE/LIQUIDATED DAMAGES.
A. The Work must be substantially completed within Sixty (60) days after the date
the Contract Times commence to run, and completed and ready for final
payment in accordance with the General Conditions within Seventy Five
(75) days after the date when the Contract Times commence to run.
B. Contractor and Owner recognize that time is of the essence of this Agreement
and that Owner will suffer financial loss if the Work is not completed within the
times specified in Paragraph 5.A. above, plus any extensions thereof allowed.
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 $900.00 for each calendar day that
expires after the time specified in Paragraph 5.A. for Completion until the Work
is complete.
Daily costs are based on MnDOT Table 1807-1, "Schedule of Liquidated
Damages as follows:
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TABLE 1807-1
SCHEDULE OF LIQUIDATED
DAMAGES
Original Contract Amount Charge
Per Cal.
Day
($)
From More Than
($)
To and Including
($)
0 25,000 300
25,000 100,000 400
100,000 500,000 900
500,000 1,000,000 1,200
1,000,000 2,000,000 1,500
2,000,000 5,000,000 2,500
5,000,000 10,000,000 3,000
10,000,000 ---- 3,500
6. CONTRACTOR’S REPRESENTATIONS.
A. Contractor has examined and carefully studied the Contract Documents and
other related data identified in the Contract 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 in or relating to existing surface or subsurface structures at or
contiguous to the Site (except Underground Facilities) which have been
identified in the General Conditions and (2) reports and drawings of a
Hazardous Environmental Condition, if any, at the site.
E. Contractor has obtained and carefully studied (or assumes responsibility for
doing so) all additional or supplementary examinations, investigations,
explorations, tests, studies, and data concerning conditions (surface, subsurface,
and Underground Facilities) at or contiguous to the Site which may affect cost,
progress, or performance of the Work or which relate to any aspect of 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 Bidding Documents,
and safety precautions and programs incident thereto.
F. Contractor does not consider that any 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
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accordance with the other terms 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 correlated the information known to Contractor, information and
observations obtained from visits to the Site, reports and drawings identified in
the Contract Documents, and all additional examinations, investigations,
explorations, tests, studies, and data with the Contract Documents.
I. 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.
J. The Contract Documents are generally sufficient to indicate and convey
understanding of all terms and conditions for performance and furnishing of the
Work.
K. Subcontracts:
(1) Unless otherwise specified in the Contract Documents, the
Contractor shall, upon receipt of the executed Contract Documents,
submit in writing to the Owner the names of the Subcontractors
proposed for the work. Subcontractors may not be changed except at
the request or with the consent of the Owner.
(2) The Contractor is responsible to the Owner for the acts and
omissions of the Contractor's subcontractors, and of their direct and
indirect employees, to the same extent as the Contractor is responsible
for the acts and omissions of the Contractor's employees.
(3) The Contract Documents shall not be construed as creating any
contractual relation between the Owner, the Engineer, and any
Subcontractor.
(4) The Contractor shall bind every Subcontractor by the terms of the
Contract Documents.
7. WORKER’S COMPENSATION. The Contractor shall obtain and maintain for
the duration of this Contract, statutory Worker’s Compensation Insurance and Employer’s Liability
Insurance as required under the laws of the State of Minnesota.
8. COMPREHENSIVE GENERAL LIABILITY. Contractor shall obtain the
following minimum insurance coverage and maintain it at all times throughout the life of the
Contract, with the City included as an additional name insured on a primary and non- contributory
basis. The Contractor shall furnish the City a certificate of insurance satisfactory to the City
evidencing the required coverage:
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Bodily Injury: $2,000,000 each occurrence
$2,000,000 aggregate products and completed
operations
Property Damage: $2,000,000 each occurrence
$2,000,000 aggregate
Contractual Liability (identifying the contract):
Bodily Injury: $2,000,000 each occurrence
Property Damage: $2,000,000 each occurrence
$2,000,000 aggregate
Personal Injury, with Employment Exclusion deleted:
$2,000,000 aggregate
Comprehensive Automobile Liability (owned, non-owned, hired):
Bodily Injury: $2,000,000 each occurrence
$2,000,000 each accident
Property Damage: $2,000,000 each occurrence
9. WARRANTY. The Contractor guarantees that all new equipment warranties as
specified within the quote shall be in full force and transferred to the City upon payment by the
City. The Contractor shall be held responsible for any and all defects in workmanship, materials,
and equipment which may develop in any part of the contracted service, and upon proper
notification by the City shall immediately replace, without cost to the City, any such faulty part or
parts and damage done by reason of the same in accordance with the bid specifications.
10. INDEMNITY. The Contractor agrees to indemnify and hold the City harmless
from any claim made by third parties as a result of the services performed by it. In addition, the
Contractor shall reimburse the City for any cost of reasonable attorney’s fees it may incur as a
result of any such claims.
11. MISCELLANEOUS.
A. Terms used in this Agreement have the meanings stated in the General
Conditions.
B. 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.
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C. 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
provisions.
D. Data Practices/Records.
(1) All data created, collected, received, maintained or disseminated for any
purpose in the course of this Contract is governed by the Minnesota
Government Data Practices Act, Minn. Stat. Ch. 13, any other applicable
state statute, or any state rules adopted to implement the act, as well as
federal regulations on data privacy.
(2) All books, records, documents and accounting procedures and practices
to the Contractor and its subcontractors, if any, relative to this Contract
are subject to examination by the City.
E. Software License. If the equipment provided by the Contractor pursuant to this
Contract contains software, including that which the manufacturer may have
embedded into the hardware as an integral part of the equipment, the Contractor
shall pay all software licensing fees. The Contractor shall also pay for all
software updating fees for a period of one year following cutover. The
Contractor shall have no obligation to pay for such fees thereafter. Nothing in
the software license or licensing agreement shall obligate the City to pay any
additional fees as a condition for continuing to use the software.
F. Patented devices, materials and processes. If the Contract requires, or the
Contractor desires, the use of any design, devise, material or process covered by
letters, patent or copyright, trademark or trade name, the Contractor shall
provide for such use by suitable legal agreement with the patentee or owner and
a copy of said agreement shall be filed with the Owner. If no such agreement is
made or filed as noted, the Contractor shall indemnify and hold harmless the
Owner from any and all claims for infringement by reason of the use of any such
patented designed, device, material or process, or any trademark or trade name
or copyright in connection with the Project agreed to be performed under the
Contract, and shall indemnify and defend the Owner for any costs, liability,
expenses and attorney's fees that result from any such infringement
G. Assignment. Neither party may assign, sublet, or transfer any interest or
obligation in this Contract without the prior written consent of the other
party, and then only upon such terms and conditions as both parties may agree
to and set forth in writing.
H. Waiver. In the particular event that either party shall at any time or times waive
any breach of this Contract by the other, such waiver shall not constitute a
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waiver of any other or any succeeding breach of this Contract by either party,
whether of the same or any other covenant, condition or obligation.
I. Governing Law/Venue. The laws of the State of Minnesota govern the
interpretation of this Contract. In the event of litigation, the exclusive venue
shall be in the District Court of the State of Minnesota for Carver County.
J. Severability. If any provision, term or condition of this Contract is found to be
or become unenforceable or invalid, it shall not affect the remaining provisions,
terms and conditions of this Contract, unless such invalid or unenforceable
provision, term or condition renders this Contract impossible to perform. Such
remaining terms and conditions of the Contract shall continue in full force and
effect and shall continue to operate as the parties’ entire contract.
K. Entire Agreement. This Contract represents the entire agreement of the parties
and is a final, complete and all inclusive statement of the terms thereof, and
supersedes and terminates any prior agreement(s), understandings or written or
verbal representations made between the parties with respect thereto.
L. Permits and Licenses; Rights-of-Way and Easements. The Contractor shall
procure all permits and licenses, pay all charges and fees therefore, and give all
notices necessary and incidental to the construction and completion of the
Project. The City will obtain all necessary rights-of-way and easements. The
Contractor shall not be entitled to any additional compensation for any
construction delay resulting from the City’s not timely obtaining rights-of-way
or easements.
M. If the work is delayed or the sequencing of work is altered because of the action
or inaction of the Owner, the Contractor shall be allowed a time extension to
complete the work but shall not be entitled to any other compensation.
CITY OF CHANHASSEN ROCHON CORPORATION
BY: BY: _______________________________
Elise Ryan, Mayor
Its: ________________________________
BY:
Laurie Hokkanen, City Manager
END OF DOCUMENT
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7/25/2023
Executive Vice President
7/25/2023