Herbert, Rowland & Grubic, Inc. 00 52 00 - 1 000598.0465

EJCDC® C-520, Agreement between Owner and Contractor for Construction Contract (Stipulated Price). Copyright© 2018 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

AGREEMENT BETWEEN OWNER AND CONTRACTOR

FOR CONSTRUCTION CONTRACT (STIPULATED PRICE)

This Agreement is by and between Borough of Elizabethtown (“Owner”) and ________________________________________________________________________ (“Contractor”).

Terms used in this Agreement have the meanings stated in the General Conditions and the Supplementary Conditions.

Owner and Contractor hereby agree as follows:

ARTICLE 1—WORK

1.1 Contractor shall complete all Work as specified or indicated in the Contract Documents. The Work is generally described as follows:

The Contractor shall perform all the Work required by the Contract Documents for the Sewer Maintenance & Emergency Repair Project, Contract No. 2026-01, located at multiple sites in the Borough of Elizabethtown, Pennsylvania. The Contract includes indefinite delivery and indefinite quantity of maintenance and emergency work on Owner utilities including but not limited to open trench excavation, repairs of the existing facilities, and installation of new facilities upon issuance of Work Order(s) by Owner.

ARTICLE 2—THE PROJECT

2.1 The Project, of which the Work under the Contract Documents is a part, is generally described as follows:

Contract No. 2026-01 – Sewer Maintenance & Emergency Contract

ARTICLE 3—ENGINEER

3.1 The Owner has retained Herbert, Rowland & Grubic, Inc. (“Engineer”) to act as Owner’s representative, assume all duties and responsibilities of Engineer, and have the rights and authority assigned to Engineer in the Contract.

ARTICLE 4—CONTRACT TIMES

4.1 Time is of the Essence

A. All time limits for completion and readiness for final payment as stated in the Contract Documents are of the essence of the Contract.

4.2 Time of Commencement and Completion Requirements

A. The Contractor agrees to commence with the work of emergency repairs when called upon by the Owner under this Contract within eight (8) hours of notice by Owner.

B. The Contractor agrees to commence with the maintenance work orders when called upon by the Owner under this Contract within ten (10) days of notice by Owner.

Herbert, Rowland & Grubic, Inc. 00 52 00 - 2 000598.0465

EJCDC® C-520, Agreement between Owner and Contractor for Construction Contract (Stipulated Price). Copyright© 2018 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

C. The Contractor agrees to commence with the work orders when called upon by the Owner under this Contract within ten (10) days of notice by Owner.

D. The Contractor agrees to complete all work within a reasonable amount of time thereof as determined by the Owner and as indicated in Work Orders issued by the Owner.

E. This Agreement shall be binding upon the parties hereto, their successors and assigns for a three (3) year period extending from the Effective Date of the Agreement. It is further understood and agreed that this Agreement has option to be renewed two (2) times for an additional one (1) calendar year period, unless cancelled in writing by either party not less than thirty (30) days prior to the date of termination of the Agreement.

4.3 Liquidated Damages

A. Contractor and Owner recognize that time is of the essence as stated in Paragraph 4.01 above and that Owner will suffer financial and other losses if the Work is not completed and Milestones not achieved within the Contract Times, as duly modified. 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):

1. Completion of Work: Contractor shall pay Owner $1,500.00 for each day that expires after the completion date (as duly adjusted pursuant to the Contract) specified in the Work Order(s), until the Work is complete.

B. If Owner recovers liquidated damages for a delay in completion by Contractor, then such liquidated damages are Owner’s sole and exclusive remedy for such delay, and Owner is precluded from recovering any other damages, whether actual, direct, excess, or consequential, for such delay, except for special damages (if any) specified in this Agreement.

C. If Contractor shall neglect, refuse, or fail to complete Work in accordance with the requirements above, Contractor shall reimburse Owner for the actual costs reasonably incurred by Owner for engineering, construction observation, inspection, and administrative services needed after the time specified in Work Order(s) for Work to be completed and ready for final payment (as duly adjusted pursuant to the Contract), until the Work is completed and ready for final payment.

ARTICLE 5—CONTRACT PRICE

5.1 The Contractor shall receive and accept the compensation for the performance of the Contract (subject to additions, deductions, deletions, or alternates noted therein) in accordance with the prices stipulated in the Bid Form, and in the manner provided in this Agreement, the General Conditions and in Section 01 22 00 – Unit Prices.

A. Payments to the Contractor shall be made as set forth in this Agreement, the General Conditions and in the manner provided in Section 01 22 00 – Unit Prices.

B. The Contractor agrees to furnish the Owner with a complete and itemized bill for any and all services rendered to the Owner.

Herbert, Rowland & Grubic, Inc. 00 52 00 - 3 000598.0465

EJCDC® C-520, Agreement between Owner and Contractor for Construction Contract (Stipulated Price). Copyright© 2018 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

ARTICLE 6—PAYMENT PROCEDURES

6.1 Submittal and Processing of Payments

A. Contractor shall submit Applications for Payment in accordance with Article 15 of the General Conditions. Applications for Payment will be processed by Engineer as provided in the General Conditions.

6.2 Progress Payments

A. Based upon Applications for Payment submitted by the Contractor and approved by the Owner, Owner shall make progress payments on account of the Contract Sum for each Work Order to the Contractor as provided in the Contract Documents.

6.3 Final Payment

A. Final payment, constituting the entire unpaid balance of the Contract Sum for each Work Order, shall be paid by Owner to the Contractor in accordance with the Conditions of the Contract after Final Completion of the Work as provided in the General Conditions of the Contract.

B. All amounts not paid when due will bear interest at the rate of 10 percent per annum.

ARTICLE 7—CONTRACT DOCUMENTS

7.1 Contents

A. The Contract Documents consist of all of the following:

1. This Agreement.

2. Bonds:

a. Performance bond (together with power of attorney).

b. Payment bond (together with power of attorney).

3. General Conditions.

4. Supplementary Conditions.

5. Specifications as listed in the table of contents of the project manual (copy of list attached).

6. Construction Detail Drawings (not attached but incorporated by reference) consisting of 59 sheets with each sheet bearing the following general title: Sewer Maintenance and Emergency Contract.

7. Addenda (numbers _____ to _____, inclusive).

8. The following which may be delivered or issued on or after the Effective Date of the Contract and are not attached hereto:

a. Notice to Proceed.

b. Change Orders.

c. Warranty Bond, if any.

Herbert, Rowland & Grubic, Inc. 00 52 00 - 4 000598.0465

EJCDC® C-520, Agreement between Owner and Contractor for Construction Contract (Stipulated Price). Copyright© 2018 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

B. The Contract Documents listed in Paragraph 7.1.A are attached to this Agreement (except as expressly noted otherwise above).

C. There are no Contract Documents other than those listed above in this Article 7.

D. The Contract Documents may only be amended, modified, or supplemented as provided in the Contract.

ARTICLE 8—REPRESENTATIONS, CERTIFICATIONS, AND STIPULATIONS

8.1 Contractor’s Representations

A. In order to induce Owner to enter into this Contract, Contractor makes the following representations:

1. Contractor has examined and carefully studied the Contract Documents, including Addenda.

2. Contractor has visited the Site, conducted a thorough visual examination of the Site and adjacent areas, and become familiar with the general, local, and Site conditions that may affect cost, progress, and performance of the Work.

3. Contractor is familiar with all Laws and Regulations that may affect cost, progress, and performance of the Work.

4. Contractor has considered the information known to Contractor itself; information commonly known to contractors doing business in the locality of the Site; information and observations obtained from visits to the Site; the Contract Documents; and the Technical Data identified in the Supplementary Conditions or by definition, with respect to the effect of such information, observations, and Technical Data on (a) the cost, progress, and performance of the Work; (b) the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor; and (c) Contractor’s safety precautions and programs.

5. Contractor is aware of the general nature of work to be performed.

10. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work.

11. Contractor’s entry into this Contract constitutes an incontrovertible representation by Contractor that without exception all prices in the Agreement are premised upon performing and furnishing the Work required by the Contract Documents.

8.2 Contractor’s Certifications

A. Contractor certifies that it has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for or in executing the Contract. For the purposes of this Paragraph 8.2:

1. “corrupt practice” means the offering, giving, receiving, or soliciting of anything of value likely to influence the action of a public official in the bidding process or in the Contract execution;

2. “fraudulent practice” means an intentional misrepresentation of facts made (a) to influence the bidding process or the execution of the Contract to the detriment of Owner, Herbert, Rowland & Grubic, Inc. 00 52 00 - 5 000598.0465

EJCDC® C-520, Agreement between Owner and Contractor for Construction Contract (Stipulated Price). Copyright© 2018 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

(b) to establish Bid or Contract prices at artificial non-competitive levels, or (c) to deprive Owner of the benefits of free and open competition;

3. “collusive practice” means a scheme or arrangement between two or more Bidders, with or without the knowledge of Owner, a purpose of which is to establish Bid prices at artificial, non-competitive levels; and

4. “coercive practice” means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the bidding process or affect the execution of the Contract.

8.3 Standard General Conditions

A. Owner stipulates that if the General Conditions that are made a part of this Contract are EJCDC® C-700, Standard General Conditions for the Construction Contract (2018), published by the Engineers Joint Contract Documents Committee, and if Owner is the party that has furnished said General Conditions, then Owner has plainly shown all modifications to the standard wording of such published document to the Contractor, through a process such as highlighting or “track changes” (redline/strikeout), or in the Supplementary Conditions.

8.4 Accounting Records

A. Contractor shall keep such full and detailed accounts of materials incorporated and labor and equipment utilized for the Work consistent with the requirements of Paragraph 13.01.E of the General Conditions and as may be necessary for proper financial management under this Agreement. Subject to prior written notice, Owner shall be afforded reasonable access during normal business hours to all Contractor’s records, books, correspondence, instructions, drawings, receipts, vouchers, memoranda, and similar data relating to the Cost of the Work and Contractor’s fee. Contractor shall preserve all such documents for a period of three years after the final payment by Owner.

ARTICLE 9—MISCELLANEOUS PROVISIONS

Terms used in this Agreement shall have the meanings designated in the Contract Documents.

A. The Contractor agrees to abide and be bound by all Applicable Laws, including but not limited to those relating to and regulating wages to be paid and the hours and conditions of employment, and the Laws relating to equal employment opportunity.

B. Nothing contained in this Agreement or elsewhere in the Contract Documents shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner, Engineer, or piping or other material supplier.

C. Contractor understands and acknowledges that the unit price quantities stated on the Bid Form are estimated. Owner shall tender payments to Contractor only for actual quantities furnished and installed by Contractor as required by the Contract Documents.

Herbert, Rowland & Grubic, Inc. 00 52 00 - 6 000598.0465

EJCDC® C-520, Agreement between Owner and Contractor for Construction Contract (Stipulated Price). Copyright© 2018 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

IN WITNESS WHEREOF, Owner and Contractor have signed this Agreement.

This Agreement will be effective on _____________________ (which is the Effective Date of the Contract).

Owner: Contractor:

(typed or printed name of organization) (typed or printed name of organization)

By: By:

(individual’s signature) (individual’s signature)

Date: Date:

(date signed) (date signed)

Name: Name:

(typed or printed) (typed or printed)

Title: Title:

(typed or printed) (typed or printed)

(If [Type of Entity] is a corporation, a partnership, or a joint venture, attach evidence of authority to sign.)

Attest: Attest:

(individual’s signature) (individual’s signature)

Title: Title:

Address for giving notices: Address for giving notices:

Designated Representative: Designated Representative:

Name: Name:

(typed or printed) (typed or printed)

Title: Title:

Address: Address:

Phone: Phone:

Email: Email:

(If [Type of Entity] is a corporation, attach evidence of authority to sign. If [Type of Entity] is a public body, attach evidence of authority to sign and resolution or other documents authorizing execution of this Agreement.)

License No.:

(where applicable)

State: