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SECOA - $23,800
Exhibit D Disbursement Instructions Mercantile Bank hereby is instructed to make a disbursement of Loan Proceeds from the Borrower Loan Account to (or for the account of) Borrower in: (a) the amount of the "Total Authorized Disbursement: line in the "Amount of Authorized Disbursement" column below; and (b) accordance with the terms and conditions of the Agreement, the other Loan Documents, and the Disbursement instructions. Purpose of Authorized Disbursement Amount of Authorized Disbursement Amount to be paid by Village Financial, LLC Application 5 (SECOA) November 2010 $ 19,800.00 Application 6 (SECOA) December 2010 $ 4,000.00 Total Authorized Disbursement $ 23,800.00 All terms used in these Disbursement Instructions without definition shall have the meanings ascribed thereto in that certain Loan Agreement (PAC Fixed Seating), dated, as of August 31, 2009, by and betwe-n Lender and Village Financial, LLC. Dated: / CITY OF CARMEL REDEVELOPMENT COMMISSION By Printed Title Les S. Olds Executive Director Draft Theater Seating SECOA (Mercantile) January 2009 Paid by Village Financial $ 7,515.00 May 2009 Paid by Village Financial $ 67,500.00 May 2010 Paid by Village Financial $ 165,150.00 October 2010 Paid by Village Financial $ 448,073.85 November 2010 Amount to be paid by Village Financial $ 19,800.00 Document G732TM - 2009 Application and Certificate for Payment, Construction Manager as Adviser Edition TO OWNER: FROM CONTRACTOR: CONTRACT FOR: City of Carmel Indiana Redevelopment Commission Indianapolis, IN 46032 SECOA, Inc. 8650 109th Ave. North Champlin, MN 55316 Bid Package #5200 - Fixed Audience Seating PROJECT: VIA CONSTRUCTION MANAGER: VIA ARCHITECT: Carmel Regional Performing Arts Center 777 3rd Ave. Carmel, IN 46032 Spiel Sexton Co. Inc. CSO Architects, Inc. APPLICATION NO: 005 PERIOD TO: November 30, 2010 CONTRACT DATE: November 18, 2008 PROJECT NOS: / / 2695 -5200 DISTRIBUTION TO: OWNER CONSTRUCTION MANAGER ARCHITECT CONTRACTOR FIELD OTHER CONTRACTOR'S APPLICATION FOR PAYMENT Application is made for payment, as shown below, in connection with the Contract. A1A Document G703TM, Continuation Sheet, is attached. 1. ORIGINAL CONTRACT SUM $ 835,196.00 2. NET CHANGES IN THE WORK $ - 58,313.00 3. CONTRACT SUM TO DATE (Line l ± 2) $ 776,883.00 4. TOTAL COMPLETED AND STORED TO DATE (Column G on G703) $ 746,883.00 5. RETAINAGE: a. 5 % of Completed Work (Column D + Eon G703) $ 38,844.15 b. 0 % of Stored Material (Column F on G703) $ 0.00 Total Retainage (Lines 5a + 5b, or Total in Column I on G703) $ 38,844.15 6. TOTAL EARNED LESS RETAINAGE $ 708,038.85 (Line 4 minus Line 5 Total) 7. LESS PREVIOUS CERTIFICATES FOR PAYMENT (Line 6 from prior Certificate) 8. CURRENT PAYMENT DUE 9. BALANCE TO FINISH, INCLUDING RETAINAGE (Line 3 minus Line 6) l i� 8cr1•L� 68, 844.15 SUMMARY OF CHANGES IN THE WORK ADDITIONS DEDUCTIONS Total changes approved in previous months by Owner $ 0.00 $ 58,313.00 Total approved this month including Construction Change Directives $ 0.00 $ 0.00 TOTALS $ 0.00 $ 58,313.00 NET CHANGES IN THE WORK $ - 58,313.00 The undersigned Contractor certifies that to the best of the Contractor's knowledge, information and belief the Work covered by this Application for Payment has been completed in accordance with the Contract Documents, that all amounts have been paid by the Contractor for Work for which previous Certificates for Payment were issued and payments received from the Owner, and that current payment shown herein is now due. CONT LBde' /_ ♦.It Date: November 15, 2010 State o fling sota County of: Hennepin a" I gi/ Subscribed and sworn to before me this +h day of NOVe " no(0 Notary Public: Kristen Shattuck My Commission expires: January 31, 2015 CERTIFICATE FOR PAYMENT v�lv'wte;n. VVVVt/VW�n/vt,� y. xt KRISTEN M. SHIA1TIUC!C Notary Public-Minnesota �r My Commission Expires Jan 31, 2015 �QJ!ltNAn.y�an w � - -.. _ v vvVVtNer �..vv .�,,1J�. In accordance with the Contract Documents, based on evaluations of the Work and the data comprising this application, the Construction Manager and Architect certify to the Owner that to the best of their knowledge, information and belief the Work has progressed as indicated, the quality of the Work is in accordance with the Contract Documents, and the Contractor is entitled to payment of the AMOUNT CER 1'IFIED. AMOUNT CERTIFIED $ 18,810.00 (Attach explanation if amount certified differs fron • amount applied. Initial all figures on this Application and o 1e Continuation eet that anged to conform with the amount certified.) CON 'UCTION AG By : Date: ARC CT: 0 E: Multiple Prime Contractors are responsible for per fore is ing portions of the Pr 'ect, the Arq'1it f✓ ' e ifrr 1 n is not rer:tired. By: � L��/ a Date: 11 �521 W This Certificate is not negotiable. The AMOUNT CERTIFIED is payable only to the Contractor named herein. Issuance, payment and acceptance of payment are without prejudice to any rights of the Owner or Contractor under this Contract. AIA Document G732TM — 2009 (formerly G702'""CMa — 1992). Copyright © 1992 and 2009 by The American Institute of Architects. All rights reserved. WARNING: TMs AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software al 15:03.16 on 11/19/2010 under Order No.4885284730_1 which expires on 11/11/2011, and is not for resale. User Notes: (1496925286) 1 CONTINUATION SHEET AIA DOCUMENT G703 PAGE OF PAGES AIA Document G702, APPLICATION AND CERTIFICATION FOR PAYMENT, containing Contractor's signed certification is attached. In tabulations below, amounts arc stated to the nearest dollar. Use Column I on Contracts where variable retainage for line items may apply. SECOA, Inc. APPLICATION NO: 5 APPLICATION DATE: 11/15/10 PERIOD TO: 11/30/10 SECOA'S PROJECT NO: 11786 -JRD Carmel Performing Arts Center A 13 C D E F G 1 -1 1 ITEM DESCRIPTION OF WORK SCHEDULED WORK COMPLETED MATERIALS TOTAL % BALANCE RETATNAGE NO. VALUE FROM PREVIOUS THIS PERIOD PRESENTLY COMPLETED (G _ C) TO FINISH (IF VARIABLE APPLICATION STORED AND STORED (C - G) RATE) (D + E) (NOT IN TO DATE D OR E) (D +E +F) 1 Performance & Payment Bond 8,350.00 8,350.00 8,350.00 100% 417.50 2 Shop Drawings, Engineering, 75,000.00 75,000.00 75,000.00 100% 3,750.00 Samples, Coordination 0.00 3 Procurement of Custom Fabric 59,000.00 59,000.00 59,000.00 100% '2,950.00 4 Procurement of Custom End Panels 127,000.00 127,000.00 1 27,000.00 100% 6,350.00 5 Fixed Audience Seating - Materials 364,346.00 364,346.00 364,346.00 100% 18,217.30 6 Fixed Audience Seating - Labor 82,600.00 70,200.00 12,400.00 82,600.00 100% 4,130.00 7 Demountable Seating - Materials 71,500.00 71,500.00 71,500.00 100% 3,575.00 8 Demountable Seating - Labor 7,400.00 7,400.00 7,400.00 100% 370.00 9 General Allowance -5200A 35,000.00 7,000.00 7,000.00 20% 28,000.00 1,750.00 10 CAD Allowance-5200B 5,000.00 3,000.00 3,000.00 60% 2,000.00 250.00 11 CO #1 -Wood change on Seating (35.083.00) (35.083.00) (35,083.00) 100% (1,754.15) 12 CO #2- Allowance Reduction (23,230.00) (23.230.00) (23,230.00) 100% (1,161.50) 13 CO #3 -Labor for Work Directive Change 0.00 GRAND TOTALS 776,883.00 727,083.00 19,800.00 0.00 746,883.00 30,000.00 38,844.15 Users may obtain validation of this document by requesting of the license a completed AIA Document D401 - Certification of Document's Authenticity AIA DOCUMENT G703 CONTINUATION SHEET FOR G702 1992 EDITION . AIA ©1992 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE, N W. WASHINGTON, D C 20005 -5232 G703 -1992 secoa The Stage Equipment Company Conditional Waiver and Release Upon Partial Payment Upon Receipt of a check from Village Financial, LLL in the sum of $18,810.00 for labor, services, equipment or materials furnished to Village Financial, LLC on the job of: Carmel Regional Performing Arts Center located at: 777 3rd Avenue SW, Carmel, IN and does hereby release any mechanic's lien, stop notice or bond right that the undersigned has on the above referenced job to the following extent. This release covers a progress payment for labor, services, equipment or materials furnished to: Village Financial, LLC through: November 30, 2010 only and does not cover any retentions retained before or after the release date; extras furnished before the release date for which payment has not been received; extras or items furnished after the release date. Rights based upon work performed or items furnished under a written change order, which - has - been -fu11y executed by- the -- parties prior to the release date are covered by this release unless specifically reserved by the claimant in this release. This release of any mechanic's lien, stop notice or bond right shall not otherwise affect the contract rights, including rights between parties to the contract based on a recission, abandonment, or breech of contract, or the right of the undersigned to recover compensation for furnished labor, services, equipment, or material covered by this release if that furnished labor, services, equipment or material was not compensated by the progress payment. Dated: November 19, 2010 SECOA, Inc. (company name) By: Ma ! T. Mei Title: Secretary n to and subsgcil ed before me this 19th day of November, 2010 otary Public My commission expires: January 31, 2015 KRISTEN M.: ,H' I TUCK i'vot o V Public-Minncsota <, My Commission Expires Jan 31, 2015 8650 109th Avenue North • Champlin, Minnesota 55316 -3789 • (763) 506 -8800 • (763) 506 -8844 facsimile The Stage Equipment Company Unconditional Waiver and Release Upon Partial Payment The undersigned has been paid and has received a progress payment in the sum of $34,200.00 for labor, services, equipment or materials furnished to Village Financial, LLC on the job of: Carmel Regional Performing Arts Center located at: 777 3rd Avenue SW, Carmel, IN and does hereby release any mechanic's lien, stop notice or bond right that the undersigned has on the above referenced job to the following extent. This release covers a progress payment for labor, services, equipment or materials furnished to: Village Financial, LLC through: May 31, 2010 only and does not cover any retentions retained before or after the release date; extras furnished before the release date for which payment has not been received; extras or items furnished after the release date. Rights based upon work performed or items furnished under a written change order, which has been fully executed by the parties prior to the release date are covered by this release unless specifically reserved by the claimant in this release. This release of any mechanic's lien, stop notice or bond right shall not otherwise affect the contract rights, including rights between parties to the contract based on a recission, abandonment, or breech of contract, or the right of the undersigned to recover compensation for furnished labor, services, equipment, or material covered by this release if that furnished labor, services, equipment or material was not compensated by the progress payment. Dated: November 19, 2010 SECOA, Inc. (company name) il4h1 Ma T. '- ister Title: Secretary Sworn to and subscrybed before me this 19th day of November, 2010 e t Notary Public My commission expires: January 31, 2015 KRISTEN M . J ' h T UJ\ q� ('tCit <I1t I'Ul:iliC ^�IiilflC:sGta My Cnmmi; ainn t"xpirr.:; .11111;11, 2015 frAei-..h:1a.,�s p.h.1n.'\�V�nhMW/d1lJWV�.N t:'. 8650 109th Avenue North • Champlin, Minnesota 55316 -3789 • (763) 506 -8800 • (763) 506 -8844 facsimile Draft Theater Seating SECOA (Mercantile) January 2009 Paid by Village Financial $ 7,515.00 May 2009 Paid by Village Financial $ 67,500.00 May 2010 Paid by Village Financial $ 165,150.00 October 2010 Paid by Village Financial $ 448,073.85 November 2010 December 2010 Amount pending $ 19,800.00 Amount to be paid by Village Financial $ 4,000.00 = �= Document G732T1 -- 2009 Application and Certificate for Payment, Construction Manager as Adviser Edition TO OWNER: City of Carmel Indiana PROJECT: Carmel Regional Performing Arts APPLICATION NO: 006 Redevelopment Commission Center Indianapolis, IN 46032 777 3rd Ave. Carmel, IN 46032 FROM SECOA. Inc. VIA CONSTRUCTION Shiel Sexton Co. Inc. CONTRACTOR: 8650 109th Ave. North MANAGER: Champlin. MN 55316 CONTRACT FOR: Bid Package 45200 - Fixed VIA ARCHITECT: CSO Architects, Inc. Audience Seating PERIOD TO: December 31. 2010 CONTRACT DATE: November I8, 2008 PROJECT NOS: / / 2695 -5200 DISTRIBUTION TO: OWNER CONSTRUCTION MANAGER ARCHITECT CONTRACTOR FIELD OTHER CONTRACTOR'S APPLICATION FOR PAYMENT Application is made for payment as shown below, in connection with the Contract. AIA Document G703'74, Continuation Sheet, is attached. 1. ORIGINAL CONTRACT SUM $ 2. NET CHANGES IN THE WORK S 3. CONTRACT SUM TO DATE (Line 1 ± 2) $ 4. TOTAL COMPLETED AND STORED TO DATE (Column G on G703) $ 5. RETAINAGE: a. 5 % of Completed Work (Column D + E on G703) b. 0 % of Stored Material (Column F on G703) 835,196.00 - 58.313.00 776,883.00 750,883.00 $ 38,844.15 $ 0.00 Total Retainage (Lines 50 + Sb. or Total in Column 1 on G703) $ 6. TOTAL EARNED LESS RETAINAGE $ (Line 4 minus Line 5 Total) 7. LESS PREVIOUS CERTIFICATES FOR PAYMENT $ (Line 6 from prior Certificate) 8. CURRENT PAYMENT DUE 9. BALANCE TO FINISH, INCLUDING RETAINAGE (Line 3 minus Line 6) 38,844.15 712.038.85 708.038.85 4,000.00 $ 64.844.15 SUMMARY OF CHANGES IN THE WORK ADDITIONS DEDUCTIONS Total changes approved in previous months by Owner s 0.00 $ 58.313.00 Total approved this month including Construction Change Directives 8 0.00 $ 0.00 TOTALS $ 0.00 $ 58.313.00 NET CHANGES IN THE WORK $ -58.313.00 The undersigned Contractor certifies that to the best of the Contractor's knowledge, information and belief the Work covered by this Application for Payment has been completed in accordance with the Contract Documents, that all amounts have been paid by the Contractor for Work for which previous Certificates for Payment were issued and payments received from the Owner, and that current payment shown herein is now due. CyNTWTO�� By: State of: Minnesota County of: Hennepin Subscribed and sworn to before me this day of Notary Public: Pamela Woodis f My Commission expires: Janus 1, 2015 CERTIFICATE FOR PAYMENT Date: December 28. 2010 PAM WOOD1S +Noiary public Minnesota MV Cmm��o�:.,, c,,.i.._ .•..v �ti,nti•� 2 . rs In accordance with the Contract Documents. based on evaluations of the Work and the data comprising this application. the Construction Manager and Architect certify to the Owner that to the best of their knowledge, information and belief the Work has progressed as indicated the quality of the Work is in accordance with the Contract Documents. and the Contractor is entitled to payment of the AMOUNT CERIIIIED. AMOUNT CERTIFIED $ 4,000.00 (Attach explanation i amount certified differs fro . mount applied. Initial all fgu es on this Application and o Continuation She - that a ged to conform with the amount certified) CON RUCTION •GE•- �'�I L i By: ��::.�.,. -. � - -- — Date: � ARC 19 E r ultiple Prime Contractors are responsible for perfor ting po ions of the Pro' ri% A; ch r e; t ' Certification is not required.) By: Date: This Certificate is not negotiable. The AMOUNT CERIII•IED is payable only to the Contractor named herein. Issuance. payment and acceptance of payment are without prejudice to any rights of the Owner or Contractor under this Contract. AIA Document 6732T" — 2009 (formerly G702"'CMa — 1992) Copyright O 1992 and 2009 by The American institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law, This document was produced by Alf.' software at 07:20:55 on 12/29/2010 under Order No.4885284730_1 which expires on 11/11/2011, and is not for resale. User Notes: (1232619562) CONTINUATION SHEET AIA DOCUMENT G703 PAGE OF PAGES AIA Document G702, APPLICATION AND CERTIFICATION FOR PAYMENT, containing Contractor's signed certification is attached. In tabulations below, amounts are stated to the nearest dollar. Use Column 1 on Contracts where variable retainage for line items may apply. SECOA, Inc. APPLICATION NO: 6 APPLICATION DATE: 12/21/10 PERIOD TO: 12/31/10 SECOA'S PROJECT NO: 11786 -JRD Carmel Performing Arts Center A B C D E F G II 1 ITEM DESCRIPTION OF WORK SCHEDULED WORK COMPLETED MATERIALS TOTAL % BALANCE RETATNAGE NO VALUE FROM PREVIOUS THIS PERIOD PRESENTLY COMPLETED (G - C) TO FINISH (IF VARIABLE APPLICATION STORED AND STORED (C - G) RATE) (D + E) (NOT IN TO DATE D OR E) (D +E +F) 1 Performance & Payment Bond 8,350.00 8,350.00 8,350.00 100% 417.50 2 Shop Drawings, Engineering, 75,000.00 75,000.00 75,000.00 100% 3,750.00 Samples, Coordination 0.00 3 Procurement of Custom Fabric 59,000.00 59,000.00 59,000.00 100% 2,950.00 4 Procurement of Custom End Panels 127,000.00 127,000.00 127,000.00 100% 6,350.00 5 Fixed Audience Seating - Materials 364,346.00 364,346.00 364,346.00 100% 18,217.30 6 Fixed Audience Seating - Labor 82,600.00 82,600.00 82,600.00 100% 4,130.00 7 Demountable Seating - Materials 71,500.00 71,500.00 71,500.00 100% 3,575.00 8 Demountable Seating - Labor 7,400.00 7,400.00 7,400.00 100% 370.00 9 General Allowance -5200A 35,000.00 7,000.00 4,000.00 11,000.00 31% 24,000.00 1,750.00 10 CAD Allowance -5200B 5,000.00 3,000.00 3,000.00 60% 2,000.00 250.00 11 CO #1 -Wood change on Seating (35,083.00) (35,083.00) (35,083.00) 100% (1,754.15) 12 CO #2- Allowance Reduction (23,230.00) (23,230.00) (23,230.00) 100% (1,161.50) 13 CO #3 -Labor for Work Directive Change 0.00 GRAND TOTALS 776,883.00 746,883.00 4,000.00 0.00 750,883.00 26,000.00 38,844.15 Users may obtain validation of this document by requesting of the license a completed AIA Document D401 - Certification of Document's Authenticity AIA DOCUMENT G703 • CONTINUATION SHEET FOR G702 1992 EDITION • AIA ©1992 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N W WASHINGTON, D C 20006 -5232 G703 -1992 secoa The Stage Equipment Company Conditional Waiver and Release Upon Partial Payment Upon Receipt of a check from Village Financial, LLC in the sum of $4,000.00 for labor, services, equipment or materials furnished to Village Financial, LLC on the job of: Carmel Regional Performing Arts Center located at: 777 3' " Avenue SW, Carmel, IN and does hereby release any mechanic's lien, stop notice or bond right that the undersigned has on the above referenced job to the following extent. This release covers a progress payment for labor, services, equipment or materials furnished to: Village Financial, LLC through: December 31, 2010 only and does not cover any retentions retained before or after the release date; extras furnished before the release date for which payment has not been received; extras or items furnished after the release date. Rights based upon work performed or items furnished under a written change order, which has been fully executed by the parties prior to the release date are covered by this release unless specifically reserved by the claimant in this release. This release of any mechanic's lien, stop notice or bond right shall not otherwise affect the contract rights, including rights between parties to the contract based on a recission, abandonment, or breech of contract, or the right of the undersigned to recover compensation for furnished labor, services, equipment, or material covered by this release if that furnished labor, services, equipment or material was not compensated by the progress payment. Dated: December 21, 2010 SECOA, Inc. (company name) By: / 1" M,:ry T. Meiste Title: Secretary Sworn to and subscribed before me this 21st day of December, 2010 t , Notary Public My commission expires: January 31, 2015 KRISTEN EN I Ali, t tH T UCK i; ll�t. rJ Nun ; y public-Minnesota My Coi;irii,; :Inn E pires in 31, 2015 ?; �:` 6'+ iA !",1�i�14�,5J^Ylj`.•�,•ti.••.�! .ry _: �ev��r,,rti'v�n n._f•� d 8650 109'h Avenue North • Champlin, Minnesota 55316 -3789 • (763) 506 -8800 • (763) 506 -8844 facsimile