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HomeMy WebLinkAboutRetro-Tech Systems, LLC/UTILITIES/$767,791/Solar Procurement and InstallationDocument A105® – 2017 Standard Short Form of Agreement Between Owner and Contractor Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 1 This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AGREEMENT made as of the Twenty-first day of June in the year Two Thousand Twenty-three (In words, indicate day, month and year.) BETWEEN the Owner: (Name, legal status, address and other information) City of Carmel, Indiana - Utilities, Sole Proprietorship 30 West Main Street Carmel, Indiana 46032 Telephone Number: (317) 571-2442 and the Contractor: (Name, legal status, address and other information) Retro-Tech Systems, Limited Liability Company 853 Eastport Centre Drive Valparaiso, IN 46383 Telephone Number: 844-787-8326 for the following Project: (Name, location and detailed description) City of Carmel Utilities and Street Department Solar Installation 3400 West 131st Street, Carmel, IN 46032 Solar Procurement and Installation. 313 kWdc / 250 kWac on the Utilities Building 3400 West 131st Street and 140 kWdc / 125 kWac on the Street Department Building. Both are located at 3400 West 131st Street, Carmel, IN 46032 The Architect: (Name, legal status, address and other information) Telamon Energy, Subchapter S Corporation 1000 East 116th Street Carmel, IN 46032 Telephone Number: 317-818-6888 The Owner and Contractor agree as follows. By Sergey Grechukhin at 3:15 pm, Jun 27, 2023 DocuSign Envelope ID: 495A47D3-C200-4C19-A756-77FFD2A53E91 Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 2 TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 3 CONTRACT SUM 4 PAYMENTS 5 INSURANCE 6 GENERAL PROVISIONS 7 OWNER 8 CONTRACTOR 9 ARCHITECT 10 CHANGES IN THE WORK 11 TIME 12 PAYMENTS AND COMPLETION 13 PROTECTION OF PERSONS AND PROPERTY 14 CORRECTION OF WORK 15 MISCELLANEOUS PROVISIONS 16 TERMINATION OF THE CONTRACT 17 OTHER TERMS AND CONDITIONS ARTICLE 1 THE CONTRACT DOCUMENTS The Contractor shall complete the Work described in the Contract Documents for the Project. The Contract Documents consist of .1 this Agreement signed by the Owner and Contractor; .2 the drawings and specifications prepared by the Architect, dated , and enumerated as follows: Drawings: Number Title Date City of Carmel Utilities Solar City of Carmel Street Department Solar Revision 3 Revision 1 2/27/23 4/10/23 Specifications: Section Title Pages 26 05 01 26 05 03 26 05 19 26 05 26 26 05 33 General Provisions Completion and Startup Low Voltage Electrical … Grounding and Bonding Raceways and Boxes All All All All All DocuSign Envelope ID: 495A47D3-C200-4C19-A756-77FFD2A53E91 Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 3 26 05 53 26 05 64 26 24 16 26 28 00 26 29 00 26 31 00 26 43 13 Identification of Electrical … Painting Panelboards Low Voltage Circuit … Low Voltage Controllers Photovoltaic Collectors Surge Protection Devices … All All All All All All All .3 addenda prepared by the Architect as follows: Number Date Pages 1 2 3 2/22/23 2/23/23 4/19/23 All All All .4 written orders for changes in the Work, pursuant to Article 10, issued after execution of this Agreement; and .5 other documents, if any, identified as follows: ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 2.1 The Contract Time is the number of calendar days available to the Contractor to substantially complete the Work. § 2.2 Date of Commencement: Unless otherwise set forth below, the date of commencement shall be the date of this Agreement. Date of Commencement is contingent upon all required material being on site. (Insert the date of commencement if other than the date of this Agreement.) § 2.3 Substantial Completion: Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall achieve Substantial Completion, as defined in Section 12.5, of the entire Work: (Check the appropriate box and complete the necessary information.) [ X ]Not later than ( ) calendar 45 ( Forty-Five ) working days from the date of commencement. [ ]By the following date: ARTICLE 3 CONTRACT SUM § 3.1 The Contract Sum shall include all items and services necessary for the proper execution and completion of the Work. Subject to additions and deductions in accordance with Article 10, the Contract Sum is: Seven Hundred Sixty-seven Thousand Seven Hundred Ninety-one Dollars and Zero Cents ($ 767,791.00 ) § 3.2 For purposes of payment, the Contract Sum includes the following values related to portions of the Work: (Itemize the Contract Sum among the major portions of the Work.) Portion of the Work Value § 3.3 The Contract Sum is based upon the following alternates, if any, which are described in the Contract Documents and hereby accepted by the Owner: DocuSign Envelope ID: 495A47D3-C200-4C19-A756-77FFD2A53E91 Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 4 (Identify the accepted alternates. If the bidding or proposal documents permit the Owner to accept other alternates subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when that amount expires.) § 3.4 Allowances, if any, included in the Contract Sum are as follows: (Identify each allowance.) Item Price § 3.5 Unit prices, if any, are as follows: (Identify the item and state the unit price and quantity limitations, if any, to which the unit price will be applicable.) Item Units and Limitations Price per Unit ($0.00) ARTICLE 4 PAYMENTS § 4.1 Based on Contractor’s Applications for Payment certified by the Architect, the Owner shall pay the Contractor, in accordance with Article 12, as follows: (Insert below timing for payments and provisions for withholding retainage, if any.) Thirty-five (35) days after the date of City’s receipt of Contractor’s invoice detailing same, so long as and to the extent such goods and services are not disputed, are in conformance with the specifications set forth in the Agreement and Contractor has otherwise performed and satisfied all the terms and conditions of this Addendum and the Agreement. All payment and any late payments fees shall be pursuant to Indiana Prompt Payment Statute; Ind. Code 5-17-5- et al. Retainage for this project is 10% of the total amount payable upon final completion and the satisfactory resolution of any and all punch list items. § 4.2 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate below, or in the absence thereof, at the legal rate prevailing at the place of the Project. (Insert rate of interest agreed upon, if any.) % ARTICLE 5 INSURANCE § 5.1 The Contractor shall maintain the following types and limits of insurance until the expiration of the period for correction of Work as set forth in Section 14.2, subject to the terms and conditions set forth in this Section 5.1: § 5.1.1 Commercial General Liability insurance for the Project, written on an occurrence form, with policy limits of not less than One Million ($ 1,000,000 ) each occurrence, Three Million ($ 3,000,000 ) general aggregate, and Two Million ($ 2,000,000 ) aggregate for products-completed operations hazard. § 5.1.2 Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Contractor, with policy limits of not less than One Million ($ 1,000,000 ) per accident, for bodily injury, death of any person, and property damage arising out of the ownership, maintenance, and use of those motor vehicles along with any other statutorily required automobile coverage. § 5.1.3 The Contractor may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided that such primary and excess or umbrella insurance policies result in the same or greater coverage as those required under Section 5.1.1 and 5.1.2, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require exhaustion of the underlying limits only through the actual payment by the underlying insurers. DocuSign Envelope ID: 495A47D3-C200-4C19-A756-77FFD2A53E91 Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 5 § 5.1.4 Workers’ Compensation at statutory limits. § 5.1.5 Employers’ Liability with policy limits not less than One Million ($ 1,000,000 ) each accident, One Million ($ 1,000,000 ) each employee, and One Million ($ 1,000,000 ) policy limit. § 5.1.6 The Contractor shall provide builder’s risk insurance to cover the total value of the entire Project on a replacement cost basis. § 5.1.7 Other Insurance Provided by the Contractor (List below any other insurance coverage to be provided by the Contractor and any applicable limits.) Coverage Limits § 5.2 The Owner shall be responsible for purchasing and maintaining the Owner’s usual liability insurance and shall provide property insurance to cover the value of the Owner’s property. The Contractor is entitled to receive an increase in the Contract Sum equal to the insurance proceeds related to a loss for damage to the Work covered by the Owner’s property insurance. § 5.3 The Contractor shall obtain an endorsement to its Commercial General Liability insurance policy to provide coverage for the Contractor’s obligations under Section 8.12. § 5.4 Prior to commencement of the Work, each party shall provide certificates of insurance showing their respective coverages. § 5.5 Unless specifically precluded by the Owner’s property insurance policy, the Owner and Contractor waive all rights against (1) each other and any of their subcontractors, suppliers, agents, and employees, each of the other; and (2) the Architect, Architect’s consultants, and any of their agents and employees, for damages caused by fire or other causes of loss to the extent those losses are covered by property insurance or other insurance applicable to the Project, except such rights as they have to the proceeds of such insurance. ARTICLE 6 GENERAL PROVISIONS § 6.1 The Contract The Contract represents the entire and integrated agreement between the parties and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a written modification in accordance with Article 10. § 6.2 The Work The term "Work" means the construction and services required by the Contract Documents, and includes all other labor, materials, equipment, and services provided, or to be provided, by the Contractor to fulfill the Contractor’s obligations. § 6.3 Intent The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all. § 6.4 Ownership and Use of Architect’s Drawings, Specifications and Other Documents Documents prepared by the Architect are instruments of the Architect’s service for use solely with respect to this Project. The Architect shall retain all common law, statutory, and other reserved rights, including the copyright. The Contractor, subcontractors, sub-subcontractors, and suppliers are authorized to use and reproduce the instruments of service solely and exclusively for execution of the Work. The instruments of service may not be used for other Projects or for additions to this Project outside the scope of the Work without the specific written consent of the Architect. § 6.5 Electronic Notice Written notice under this Agreement may be given by one party to the other by email as set forth below. DocuSign Envelope ID: 495A47D3-C200-4C19-A756-77FFD2A53E91 Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 6 (Insert requirements for delivering written notice by email such as name, title, and email address of the recipient, and whether and how the system will be required to generate a read receipt for the transmission.) ARTICLE 7 OWNER § 7.1 Information and Services Required of the Owner § 7.1.1 If requested by the Contractor, the Owner shall furnish all necessary surveys and a legal description of the site. § 7.1.2 Except for permits and fees under Section 8.7.1 that are the responsibility of the Contractor, the Owner shall obtain and pay for other necessary approvals, easements, assessments, and charges. § 7.1.3 Prior to commencement of the Work, at the written request of the Contractor, the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the Contract. The Contractor shall have no obligation to commence the Work until the Owner provides such evidence. § 7.2 Owner’s Right to Stop the Work If the Contractor fails to correct Work which is not in accordance with the Contract Documents, the Owner may direct the Contractor in writing to stop the Work until the correction is made. § 7.3 Owner’s Right to Carry Out the Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven day period 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, without prejudice to other remedies, correct such deficiencies. In such case, the Architect may withhold or nullify a Certificate for Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for the cost of correction, provided the actions of the Owner and amounts charged to the Contractor were approved by the Architect. § 7.4 Owner’s Right to Perform Construction and to Award Separate Contracts § 7.4.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner’s own forces, and to award separate contracts in connection with other portions of the Project. § 7.4.2 The Contractor shall coordinate and cooperate with the Owner’s own forces and separate contractors employed by the Owner. ARTICLE 8 CONTRACTOR § 8.1 Review of Contract Documents and Field Conditions by Contractor § 8.1.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become familiar with local conditions under which the Work is to be performed, and correlated personal observations with requirements of the Contract Documents. § 8.1.2 The Contractor shall carefully study and compare the Contract Documents with each other and with information furnished by the Owner. Before commencing activities, the Contractor shall (1) take field measurements and verify field conditions; (2) carefully compare this and other information known to the Contractor with the Contract Documents; and (3) promptly report errors, inconsistencies, or omissions discovered to the Architect. § 8.2 Contractor’s Construction Schedule The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner’s and Architect’s information a Contractor’s construction schedule for the Work. § 8.3 Supervision and Construction Procedures § 8.3.1 The Contractor shall supervise and direct the Work using the Contractor’s best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences, and procedures, and for coordinating all portions of the Work. DocuSign Envelope ID: 495A47D3-C200-4C19-A756-77FFD2A53E91 Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 7 § 8.3.2 The Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner, through the Architect, the names of subcontractors or suppliers for each portion of the Work. The Contractor shall not contract with any subcontractor or supplier to whom the Owner or Architect have made a timely and reasonable objection. § 8.4 Labor and Materials § 8.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work. § 8.4.2 The Contractor shall enforce strict discipline and good order among the Contractor’s employees and other persons carrying out the Contract Work. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. § 8.5 Warranty The Contractor warrants to the Owner and Architect that: (1) materials and equipment furnished under the Contract will be new and of good quality unless otherwise required or permitted by the Contract Documents; (2) the Work will be free from defects not inherent in the quality required or permitted; and (3) the Work will conform to the requirements of the Contract Documents. Any material or equipment warranties required by the Contract Documents shall be issued in the name of the Owner, or shall be transferable to the Owner, and shall commence in accordance with Section 12.5. § 8.6 Taxes The Contractor shall pay sales, consumer, use, and similar taxes that are legally required when the Contract is executed. § 8.7 Permits, Fees and Notices § 8.7.1 The Contractor shall obtain and pay for the building permit and other permits and governmental fees, licenses, and inspections necessary for proper execution and completion of the Work. § 8.7.2 The Contractor shall comply with and give notices required by agencies having jurisdiction over the Work. If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume full responsibility for such Work and shall bear the attributable costs. The Contractor shall promptly notify the Architect in writing of any known inconsistencies in the Contract Documents with such governmental laws, rules, and regulations. § 8.8 Submittals The Contractor shall promptly review, approve in writing, and submit to the Architect shop drawings, product data, samples, and similar submittals required by the Contract Documents. Shop drawings, product data, samples, and similar submittals are not Contract Documents. § 8.9 Use of Site The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits, the Contract Documents, and the Owner. § 8.10 Cutting and Patching The Contractor shall be responsible for cutting, fitting, or patching required to complete the Work or to make its parts fit together properly. § 8.11 Cleaning Up The Contractor shall keep the premises and surrounding area free from accumulation of debris and trash related to the Work. At the completion of the Work, the Contractor shall remove its tools, construction equipment, machinery, and surplus material; and shall properly dispose of waste materials. § 8.12 Indemnification To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner, Architect, Architect’s consultants, and agents and employees of any of them, from and against claims, damages, losses and DocuSign Envelope ID: 495A47D3-C200-4C19-A756-77FFD2A53E91 Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 8 expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. ARTICLE 9 ARCHITECT § 9.1 The Architect will provide administration of the Contract as described in the Contract Documents. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 9.2 The Architect will visit the site at intervals appropriate to the stage of construction to become generally familiar with the progress and quality of the Work. § 9.3 The Architect will not have control over or charge of, and will not be responsible for, construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor’s responsibility. The Architect will not be responsible for the Contractor’s failure to carry out the Work in accordance with the Contract Documents. § 9.4 Based on the Architect’s observations and evaluations of the Contractor’s Applications for Payment, the Architect will review and certify the amounts due the Contractor. § 9.5 The Architect has authority to reject Work that does not conform to the Contract Documents. § 9.6 The Architect will promptly review and approve or take appropriate action upon Contractor’s submittals, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. § 9.7 On written request from either the Owner or Contractor, the Architect will promptly interpret and decide matters concerning performance under, and requirements of, the Contract Documents. § 9.8 Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from the Contract Documents, and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions rendered in good faith. § 9.9 The Architect’s duties, responsibilities, and limits of authority as described in the Contract Documents shall not be changed without written consent of the Owner, Contractor, and Architect. Consent shall not be unreasonably withheld. ARTICLE 10 CHANGES IN THE WORK § 10.1 The Owner, without invalidating the Contract, may order changes in the Work within the general scope of the Contract, consisting of additions, deletions or other revisions, and the Contract Sum and Contract Time shall be adjusted accordingly, in writing. If the Owner and Contractor cannot agree to a change in the Contract Sum, the Owner shall pay the Contractor its actual cost plus reasonable overhead and profit. § 10.2 The Architect may authorize or order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Such authorization or order shall be in writing and shall be binding on the Owner and Contractor. The Contractor shall proceed with such minor changes promptly. § 10.3 If concealed or unknown physical conditions are encountered at the site that differ materially from those indicated in the Contract Documents or from those conditions ordinarily found to exist, the Contract Sum and Contract Time shall be subject to equitable adjustment. ARTICLE 11 TIME § 11.1 Time limits stated in the Contract Documents are of the essence of the Contract. DocuSign Envelope ID: 495A47D3-C200-4C19-A756-77FFD2A53E91 Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 9 § 11.2 If the Contractor is delayed at any time in progress of the Work by changes ordered in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties, or other causes beyond the Contractor’s control, the Contract Time shall be subject to equitable adjustment. § 11.3 Costs caused by delays or by improperly timed activities or defective construction shall be borne by the responsible party. ARTICLE 12 PAYMENTS AND COMPLETION § 12.1 Contract Sum The Contract Sum stated in this Agreement, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. § 12.2 Applications for Payment § 12.2.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment for Work completed in accordance with the values stated in this Agreement. The Application shall be supported by data substantiating the Contractor’s right to payment as the Owner or Architect may reasonably require, such as evidence of payments made to, and waivers of liens from, subcontractors and suppliers. Payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment stored, and protected from damage, off the site at a location agreed upon in writing. § 12.2.2 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment, all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor’s knowledge, information, and belief, be free and clear of liens, claims, security interests, or other encumbrances adverse to the Owner’s interests. § 12.3 Certificates for Payment The Architect will, within seven days after receipt of the Contractor’s Application for Payment, either (1) issue to the Owner a Certificate for Payment in the full amount of the Application for Payment, with a copy to the Contractor; (2) issue to the Owner a Certificate for Payment for such amount as the Architect determines is properly due, and notify the Contractor and Owner in writing of the Architect’s reasons for withholding certification in part; or (3) withhold certification of the entire Application for Payment, and notify the Contractor and Owner of the Architect’s reason for withholding certification in whole. If certification or notification is not made within such seven day seven-day period, the Contractor may, upon seven additional days’ written notice to the Owner and Architect, stop the Work until payment of the amount owing has been received. The Contract Time and the Contract Sum shall be equitably adjusted due to the delay. § 12.4 Progress Payments § 12.4.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner provided in the Contract Documents. § 12.4.2 The Contractor shall promptly pay each subcontractor and supplier, upon receipt of payment from the Owner, an amount determined in accordance with the terms of the applicable subcontracts and purchase orders. § 12.4.3 Neither the Owner nor the Architect shall have responsibility for payments to a subcontractor or supplier. § 12.4.4 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the requirements of the Contract Documents. § 12.5 Substantial Completion § 12.5.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so the Owner can occupy or utilize the Work for its intended use. DocuSign Envelope ID: 495A47D3-C200-4C19-A756-77FFD2A53E91 Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 10 § 12.5.2 When the Contractor believes that the Work or designated portion thereof is substantially complete, it will notify the Architect and the Architect will make an inspection to determine whether the Work is substantially complete. When the Architect determines that the Work is substantially complete, the Architect shall prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, establish the responsibilities of the Owner and Contractor, and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 12.6 Final Completion and Final Payment § 12.6.1 Upon receipt of a final Application for Payment, the Architect will inspect the Work. When the Architect finds the Work acceptable and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment. § 12.6.2 Final payment shall not become due until the Contractor submits to the Architect releases and waivers of liens, and data establishing payment or satisfaction of obligations, such as receipts, claims, security interests, or encumbrances arising out of the Contract. § 12.6.3 Acceptance of final payment by the Contractor, a subcontractor or supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 13 PROTECTION OF PERSONS AND PROPERTY The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs, including all those required by law in connection with performance of the Contract. The Contractor shall take reasonable precautions to prevent damage, injury, or loss to employees on the Work and other persons who may be affected thereby, the Work and materials and equipment to be incorporated therein, and other property at the site or adjacent thereto. The Contractor shall promptly remedy damage and loss to property caused in whole or in part by the Contractor, or by anyone for whose acts the Contractor may be liable. ARTICLE 14 CORRECTION OF WORK § 14.1 The Contractor shall promptly correct Work rejected by the Architect as failing to conform to the requirements of the Contract Documents. The Contractor shall bear the cost of correcting such rejected Work, including the costs of uncovering, replacement, and additional testing. § 14.2 In addition to the Contractor’s other obligations including warranties under the Contract, the Contractor shall, for a period of one year after Substantial Completion, correct work not conforming to the requirements of the Contract Documents. § 14.3 If the Contractor fails to correct nonconforming Work within a reasonable time, the Owner may correct it in accordance with Section 7.3. ARTICLE 15 MISCELLANEOUS PROVISIONS § 15.1 Assignment of Contract Neither party to the Contract shall assign the Contract as a whole without written consent of the other. § 15.2 Tests and Inspections § 15.2.1 At the appropriate times, the Contractor shall arrange and bear cost of tests, inspections, and approvals of portions of the Work required by the Contract Documents or by laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. § 15.2.2 If the Architect requires additional testing, the Contractor shall perform those tests. § 15.2.3 The Owner shall bear cost of tests, inspections, or approvals that do not become requirements until after the Contract is executed. The Owner shall directly arrange and pay for tests, inspections, or approvals where building codes or applicable laws or regulations so require. DocuSign Envelope ID: 495A47D3-C200-4C19-A756-77FFD2A53E91 Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 11 § 15.3 Governing Law The Contract shall be governed by the law of the place where the Project is located, excluding that jurisdiction’s choice of law rules. ARTICLE 16 TERMINATION OF THE CONTRACT § 16.1 Termination by the Contractor If the Work is stopped under Section 12.3 for a period of 14 days through no fault of the Contractor, the Contractor may, upon seven additional days’ written notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work executed including reasonable overhead and profit, and costs incurred by reason of such termination. § 16.2 Termination by the Owner for Cause § 16.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the subcontractors; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 is otherwise guilty of substantial breach of a provision of the Contract Documents. § 16.2.2 When any of the above reasons exist, the Owner, after consultation with the Architect, may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor’s surety, if any, seven days’ written notice, terminate employment of the Contractor and may .1 take possession of the site and of all materials thereon owned by the Contractor, and .2 finish the Work by whatever reasonable method the Owner may deem expedient. § 16.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 16.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. § 16.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to the Owner. This obligation for payment shall survive termination of the Contract. § 16.3 Termination by the Owner for Convenience The Owner may, at any time, terminate the Contract for the Owner’s convenience and without cause. The Contractor shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed. ARTICLE 17 OTHER TERMS AND CONDITIONS (Insert any other terms or conditions below.) This Agreement entered into as of the day and year first written above. (If required by law, insert cancellation period, disclosures or other warning statements above the signatures.) DocuSign Envelope ID: 495A47D3-C200-4C19-A756-77FFD2A53E91 Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 12 OWNER (Signature)CONTRACTOR (Signature) John Duffy, Director of Utilities David Pierce, President (Printed name and title )(Printed name and title ) LICENSE NO.: JURISDICTION: 1. LIENS: Contractor shall not cause or permit the filing of any lien on any of Owner’s property due to Owner’s failure to make payment. In the event any such lien is filed and Contractor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, Owner shall have the right to pay such lien or obtain such bond, all at Contractor’s sole cost and expense. 2. NON-DISCRIMINATION: Contractor represents and warrants that it and all of its officers, employees, agents, Contractors and sub-Contractors shall comply with all laws of the United States, the State of Indiana and Owner prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided under the Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, or disabled veteran status. 3. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Contractor shall certify that, in signing this document, it does not engage in investment activities within the Country of Iran. 4. E-VERIFY: If Contractor has any employees in the United States of America, pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated herein by this reference (the "Indiana E-Verify Law"), Contractor will be required to enroll in and verify the work eligibility status of its newly-hired employees using the E-Verify program, affirming that it is enrolled and participating in the E-Verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit, Contractor shall provide the Owner with documentation indicating that it has enrolled and is participating in the E-Verify program. Should Contractor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully comply with the Indiana E-Verify Law as regards each such sub-contractor. Should the Contractor or any sub-contractor violate the Indiana E-Verify law, the Owner may require a cure of such violation and thereafter, if no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E-Verify Law. The requirements of this paragraph shall not apply should the E-Verify program cease to exist. 5. PAYMENT TERMS: Upon receipt of the invoice for the services provided, as outlined in the Agreement, the Owner shall pay Contractor for such goods and services within thirty-five (35) days after the date of Owner’s receipt of Contractor’s invoice detailing same, so long as and to the extent such goods and services are not disputed, are in conformance with the specifications set forth in the Agreement and Contractor has otherwise performed and satisfied all the terms and conditions of this Addendum and the Agreement. All payments, fees, and any late payments shall be pursuant to Indiana Prompt Payment Statute; Ind. Code 5-17-5- et al. DocuSign Envelope ID: 495A47D3-C200-4C19-A756-77FFD2A53E91 Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 13 6. REQUIRED DISCLOSURE: In addition to any exceptions to disclosing of confidential information referenced in the Agreement or any of the bidding/proposal documents, the Owner, upon consulting and providing notice to Contractor, may disclose such confidential information if such disclosure is required by any federal or state law. The Owner shall not disclose any information that would be deemed proprietary or constitute a trade secret unless ordered so by a court of competent jurisdiction. 7. DEFAULT: In the event Contractor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Addendum or the Agreement, including Contractor’s warranties; (b) fails to provide the goods and services as specified in this Addendum and the Agreement; (c) fails to make progress so as to endanger timely and proper provision of the goods and services and does not correct such failure or breach within five (5) business days (or such shorter period of time as is commercially reasonable under the circumstances) after receipt of notice from the Owner specifying such failure or breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, Owner shall have the right to (1) terminate all or any parts of the Agreement and this Addendum, without liability therefore to Contractor; and (2) exercise all other rights and remedies available to Owner at law and/or in equity. 8. GOVERNMENT COMPLIANCE: Contractor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which govern to Contractor’s performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Contractor agrees to indemnify and hold harmless the Owner from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the termination of this Agreement. 9. NON-ASSIGNMENT: Contractor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement without Owner’s prior written consent. 10. ENTIRE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, to the extent any term or condition contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. DocuSign Envelope ID: 495A47D3-C200-4C19-A756-77FFD2A53E91 Init. / AIA Document A105 – 2017. Copyright © 1993, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 14 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: OWNER OF CARMEL, INDIANA RETRO-TECH SYSTEMS, LLC by and through its Board of Public Works and Safety By:By: James Brainard, Presiding Officer Authorized Signature Date: David Pierce Printed Name Mary Ann Burke, Member Date: President Title Lori S. Watson, Member FID/TIN: Date: ATTEST:Date: Sue Wolfgang, Clerk Date: 6/26/2023 36-3912716 DocuSign Envelope ID: 495A47D3-C200-4C19-A756-77FFD2A53E91 7/5/2023 7/5/2023 7/5/2023 7/5/2023 AIA Document D401 – 2003. Copyright © 1992 and 2003. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:08:46 ET on 06/23/2023 under Order No.2114446771 which expires on 06/22/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1833978423) 1 ’Certification of Document s Authenticity AIA®™ – 2003 Document D401 I, Michael Morley, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with this certification at 13:08:46 ET on 06/23/2023 under Order No. 2114446771 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA® Document A105™ – 2017, Standard Short Form of Agreement Between Owner and Contractor,other than changes shown in the attached final document by underscoring added text and striking over deleted text. _____________________________________________________________ (Signed) _____________________________________________________________ (Title) _____________________________________________________________ (Dated) Director of Operations - Telamon Energy 6/23/23 DocuSign Envelope ID: 495A47D3-C200-4C19-A756-77FFD2A53E91