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CITY OF SPRING HILL SPRING HILL, TENNESSEE CENTRIFUGE DEWATERING PROJECT For procurement of selected equipment for the Centrifuge Dewatering Project – Project WW-PDC-1
Sealed Bids will be received at the office of City of Spring Hill City Hall located at 199 Town Center Parkway, Spring Hill, Tennessee 37174 until 3:00 p.m. , local time, December 8th, 2025 . At said place and time, and promptly thereafter, all Bids that have been duly received will be publicly opened and read aloud.
The Goods and Services are generally described as follows: Furnishing of progressive cavity pumps for sludge and polymer service, including pump assemblies, drive units, bases, and all vendor-supplied accessories required to provide complete, fully functional pumping systems. Equipment shall include all required controls, connections, and ancillary components as specified in the Progressive Cavity Pump Procurement Contract Documents, and shall include Owner training, installation certification, and operation and maintenance manuals.
All Bids must be in accordance with the Bidding Documents on file with the City of Spring Hill City Hall located at 199 Town Center Parkway, Spring Hill, Tennessee 37174 , and at the offices of City of Spring Hill . Copies of the Bidding Documents may be obtained from the City of Spring Hill website at https://www.springhilltn.org/bids.aspx and at the address indicated in this Document.
Owner reserves the right to reject any or all Bids, including without limitation the rights to reject any or all nonconforming, nonresponsive, or conditional Bids, and to reject the Bid of any Bidder if Owner believes that it would not be in the best interest of Owner to make an award to that Bidder. Owner also reserves the right to waive formalities. If the Contract is to be awarded, Owner will give the Successful Bidder a Notice of Award within the number of days set forth in the Bid Form.
Bids will be opened at 3:30 p.m., local time, December 8th, 2025.
ARTICLE 1 - DEFINED TERMS 1.01 Terms used in these Instructions to Bidders will have the meanings indicated in Document 00_72_01 - General Conditions - Procurement and Document 00_73_01 -Supplementary Conditions - Procurement. Additional terms used in these Instructions to Bidders have the meanings indicated below. A. Issuing Office—The office from which the Procurement Bidding Documents are to be issued and where the bidding procedures are to be administered.
2.01 Bidder may obtain complete sets of the Procurement Bidding Documents, in the number and for the deposit sum, if any, stated in the advertisement or invitation to bid, from the Issuing Office. Bidders must obtain a complete set of the Procurement Contract Documents as listed in the Procurement Agreement. 2.02 Bidder must use a complete set of the Procurement Bidding Documents in preparing the Bid; neither Buyer nor Engineer assumes any responsibility for errors or misinterpretations resulting from the use of incomplete sets of Procurement Bidding Documents. 2.03 Buyer and Engineer make copies of Procurement Bidding Documents available on the above terms only for obtaining Bids for furnishing Goods and Special Services, and do not authorize or confer a license for any other use.
3.01 Buyer may at any time conduct such investigations as Buyer deems necessary to establish the responsibility, qualifications, and financial ability of Bidder, and after the opening of Bids may require a Bidder to submit documentation of its qualifications, including, but not limited to, financial data and documentation of previous experience providing goods and services comparable to the specified Goods and Special Services. 3.02 Bidder is to carefully review those portions of the Bid Form requiring Bidder’s representations and certifications.
4.01 All questions about the meaning or intent of the Procurement Bidding Documents are to be submitted to Engineer in writing at: Jason Ogg (Carollo Engineers): JOgg@carollo.com Will Brasfield (City): Wbrasfield@springhilltn.org – Technical Questions Kyle Therriault (City): KTherriault@Spring hilltn.org – Purchasing Questions 4.02 Interpretations or clarifications considered necessary by Engineer in response to such written questions will be issued by Addenda email or delivered to all parties recorded as having received the Procurement Bidding Documents. Questions received less than 3 days prior to the date for opening of Bids will not be answered. Only answers in the Addenda will be binding. Oral statements, interpretations, and clarifications may not be relied upon in the preparation of a Bid and will not be binding or legally effective. 4.03 Addenda may be issued to clarify, correct, or change the Procurement Bidding Documents as deemed advisable by Buyer or Engineer.
5.01 See applicable provisions in the Procurement Agreement.
6.01 Any provisions for liquidated damages, such as those for Seller’s failure to attain a specified Milestone, such as the delivery of the Goods, are set forth in the Procurement Agreement.
7.01 Confidential information is information in the Bid, or in documents submitted by Bidder with the Bid or submitted subsequent to the opening of Bids in support of the Bid, that Bidder clearly and prominently labels in writing to be a trade secret, proprietary, or confidential. Bids will be opened and accompanying documents, if any, will be maintained in a manner that endeavors to avoid disclosing confidential information to third parties, to the extent allowed by Laws and Regulations. 7.02 Bidder shall clearly and prominently mark confidential information with the word “CONFIDENTIAL” on each page or sheet or on the cover of bound documents. Place “CONFIDENTIAL” stamps or watermarks so that they do not obscure any of the required information on the document, either in the original or in a way that would obscure any of the required information in a photocopy of the document. 7.03 If Buyer is requested to disclose confidential information, becomes legally compelled to disclose confidential information, or is required by a regulatory body, governing agency, or controlling authority to disclose confidential information, or make any other disclosure that is prohibited or otherwise constrained by these Procurement Bidding Requirements, Buyer will provide Bidder with prompt notice so Bidder may seek a protective order or other appropriate remedy. Bidder will be solely responsible for submitting to the regulatory body, governing agency, or controlling authority any arguments, briefs, memoranda, motions, authorities, or other information in opposition to disclosure. 7.04 Buyer’s obligations with respect to confidential information are nullified by the following exceptions: A. Confidential information becomes a part of the public domain through publication or otherwise, through no fault of the Buyer; B. Buyer can demonstrate through suitable documentation that the confidential information was already in the Buyer’s possession, and not previously marked as confidential, or was otherwise publicly available prior to the date of Bid submittal; C. The confidential information is subsequently and independently disclosed to the Buyer by a third party who has a lawful right to disclose such information; D. Buyer concludes in good faith that the information is not confidential, or that disclosure is required or justified; or E. Buyer is required to disclose the confidential information by court order or by applicable Laws and Regulations. 7.05 Notwithstanding any other provision of the Procurement Bidding Documents, it is stipulated and agreed that by accepting a Bid, Buyer has not and does not waive its legal immunity (if any) from suit or liability.
8.01 The Procurement Contract, if awarded, will be based on material and equipment specified in the Procurement Bidding Documents without consideration of possible “or-equal” items. Whenever it is specified or described in the Procurement Bidding Documents that an “or-equal” item of material or equipment may be furnished or used by Seller if acceptable to Engineer, application for such acceptance will not be considered by Engineer until after the Effective Date of the Procurement Contract. A. The procedure for submittal of any such application by Seller and consideration by Engineer is set forth in Document 00_72_01 - General Conditions - Procurement and may be supplemented in the Procurement Specifications.
9.01 The Bid Form is included with the Procurement Bidding Documents. Additional copies of Procurement Bidding Documents may be obtained from the Issuing Office. 9.02 All blanks on the Bid Form must be completed and the Bid Form must be signed by an individual authorized to act on behalf of the Bidder. Alterations must be initialed by an individual authorized to act on behalf of the Bidder. A Bid price must be indicated for each item in the Bid Form. In the case of optional alternates, the words “No Bid” may be entered. 9.03 Bidder must acknowledge all Addenda by filling in the number and date of each Addendum in the Bid Form and sign where indicated to verify that the Addenda were received. A Bid that does not acknowledge receipt of all Addenda may be considered non-responsive. 9.04 Bidder shall: A. Sign the Bid Form as indicated in the Bid Form. B. Include evidence of authority to sign. C. Provide information on the individual to be contacted for any communications regarding the Bid. D. If applicable, provide evidence of the Bidder’s authority and qualification to do business in the locality of the Project, to the extent required, or indicate the ability to obtain such authority and qualification prior to award of the Procurement Contract. E. Confirmation that Bidder is NOT listed on the government-wide exclusions in the System for Award Management (SAM or sam.gov) in accordance with the Office of Management and Budget (OMB) guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” 9.05 The responsibilities of each Bidder submitting a Bid are described in the Bidder’s representations and certifications set forth in Article 6 of the Bid Form.
10.01 Lump Sum: A. Bidder shall submit a Bid on a lump sum basis as set forth in the Bid Form. B. The apparent low Bid will be determined on the basis of the lump sum bid amount. 10.02 Buyer’s Contingency Allowance: A. If Buyer has stipulated a Buyer’s Contingency Allowance in the Bid Form, such Buyer’s Contingency Allowance is the same for all Bidders and is not a factor in determining the apparent low Bid.
11.01 Bidder shall refer to the advertisement or invitation to bid for specific identification of the date, time, and place where Bids are to be submitted. 11.02 Bidder must submit one separate unbound copy of the completed Bid Form, and, if required, the Bid Security and the other documents required to be submitted under the terms of the Bid Form. 11.03 A Bid must be submitted no later than the date and time prescribed and at the place indicated in the advertisement or invitation to bid. Submit the Bid in an envelope plainly marked with the Project title (and, if applicable, the designated portion of the Project for which the Bid is submitted) and the name and address of Bidder. Enclose the Bid security and other documents required to be submitted with the Bid as listed in the Bid Form. If a Bid is sent by mail or other delivery system, the sealed envelope containing the Bid shall be enclosed in a separate package plainly marked on the outside with the notation “BID ENCLOSED.”
12.01 A Bid may be modified or withdrawn by a document duly signed in the same manner that a Bid must be signed and delivered to the place where Bids are to be submitted prior to the date and time for the opening of Bids. 12.02 If, within 24 hours after Bids are opened, any Bidder files a duly signed, written notice with Buyer and promptly thereafter demonstrates to the reasonable satisfaction of Buyer that there was a material and substantial mistake in the preparation of its Bid, that Bidder may withdraw its Bid and the bid security will be returned.
13.01 Bids will be publicly opened at the time and place indicated in the advertisement or invitation to bid and read aloud, unless obviously non-responsive.
14.01 All Bids will remain subject to acceptance for the period stated in Document 00_41_63 -Bid Form - Procurement, but Buyer may, in its sole discretion, release any Bid and return the bid security prior to the end of this period.
15.01 Buyer reserves the right to reject any and all Bids, including without limitation, nonconforming, nonresponsive, unbalanced, or conditional Bids. 15.02 Buyer will reject the Bid of any Bidder that Buyer finds, after reasonable inquiry and evaluation, to not be responsible. 15.03 In evaluating Bids, Buyer will consider whether the Bids comply with the prescribed requirements, and such alternatives, unit prices, and other data as may be requested in Document 00_41_63 - Bid Form - Procurement or prior to the Notice of Award. 15.04 If Buyer awards the Procurement Contract, such award will be to the responsible Bidder submitting the lowest responsive Bid.
16.01 When the Successful Bidder delivers the signed Procurement Agreement to Buyer, it must be accompanied by required such bonds and acceptable evidence of insurance.
17.01 When Buyer issues a Notice of Award to the Successful Bidder, it will be accompanied by 3 unsigned counterparts of the Procurement Agreement along with the other Procurement Contract Documents identified in the Procurement Agreement. A. Within 25 days, Successful Bidder must execute and deliver the required number of counterparts of the Procurement Agreement and any bonds and acceptable evidence of insurance, together with printed and electronic copies of the Procurement Contract Documents. B. Within 10 days, Buyer will deliver one fully executed counterpart of the Procurement Agreement to Successful Bidder, together with printed and electronic copies of the Procurement Contract Documents.
18.01 Buyer’s tax-exempt status as specified in Document 00_73_01 - Supplementary Conditions - Procurement.
19.01 Bidder’s attention is directed to the provisions of Article 5 of the Procurement Agreement, which provides for the assignment of the Procurement Contract to a construction contractor designated by the Buyer to construct the City of Spring Hill Centrifuge-Based Solids Facility Design. A. Successful Bidder (Seller) will be required to perform the Procurement Contract after it has been assigned to the construction contractor (Contractor Assignee) in accordance with the provisions in the Procurement Contract. 1. The assignment will be as specified in Document 00_54_34 - Assignment of Procurement Contract and Document 00_60_09 - Surety’s Agreement to Assignment. B. Timing of the assignment is addressed in the Procurement Agreement.
The terms used in this Bid with initial capital letters have the meanings stated in Document 00_21_14 - Instructions to Bidders - Procurement, Document 00_72_01 - General Conditions -Procurement, and Document 00_73_00 - Supplementary Conditions - Procurement.
1.01 This Bid is submitted to: City of Spring Hill 199 Town Center Pkwy, Spring Hill, TN 37174 1.02 The undersigned Bidder proposes and agrees, if this Bid is accepted, to enter into a Procurement Contract with Buyer in the form included in the Procurement Bidding Documents, and to furnish the Goods and Special Services as specified or indicated in the Procurement Bidding Documents, for the prices and within the times indicated in this Bid, and in accordance with the other terms and conditions of the Procurement Bidding Documents.
2.01 Lump Sum Bids A. Bidder will furnish the Goods and Special Services in accordance with the Procurement Contract Documents for the following Procurement Contract Price(s): 1. Lump Sum Bid Price (single or multiple Lump Sum) Lump Sum Bid Price: Two (2) SLUDGE Progressive Cavity Pumps, including all Work as described under “Goods and Special Services” in Specification Section 00_52_64 and within the Progressive Cavity Pumps Procurement Contract Documents. $ Two (2) POLYMER Progressive Cavity Pumps, including all Work as described under “Goods and Special Services” in Specification Section 00_52_64 and within the Progressive Cavity Pumps Procurement Contract Documents. $ Warranty as specified under Warranties and Bonds” in Specification Section 01_78_36 $ Bonding as specified under Warranties and Bonds” in Specification Section 01_78_36 $ 2.02 Total Bid Price A. The following Total Bid Price is the sum of the Lump Sum Bid, the Total of All Unit Price Bid Items, and the Buyer’s Contingency Allowance. The Total Bid Price, if accepted and incorporated in the Procurement Contract to be awarded, will be subject to any Buyer-accepted Alternates and to final Unit Price and Buyer’s Contingency Allowance adjustments. Total Bid Price $
3.01 Bidder agrees that the furnishing of Goods and Special Services will conform to the schedule of Procurement Contract Times set forth in the Procurement Agreement. 3.02 Bidder accepts the provisions of the Procurement Agreement as to liquidated damages.
4.01 The following documents are attached to and made a condition of this Bid: A. Required Bid security in the form prescribed in Document 00_21_14 - Instructions to Bidders - Procurement. B. Equipment Data Sheets. C. Equipment shop drawings.
5.01 Bidder accepts all terms and conditions of Document 00_21_14 - Instructions to Bidders - Procurement. This Bid will remain subject to acceptance for 60 days after the Bid opening, or for such longer period that Bidder may agree to in writing upon request of Buyer. 5.02 Bidder has examined and carefully studied the Procurement Bidding Documents, the related data identified in the Procurement Bidding Documents, and the following Addenda, receipt of which is hereby acknowledged: Addendum No. Addendum Date
6.01 Bidder’s Representations A. In submitting this Bid, Bidder represents that: 1. Bidder has examined and carefully studied the Procurement Contract Documents. 2. If required by Document 00_21_14 - Instructions to Bidders - Procurement to visit the Point of Destination and the site where the Goods are to be installed or Special Services will be provided, or if, in Bidder’s judgment, any observable local or site conditions may affect the delivery, cost, progress, or furnishing of the Goods and Special Services, then Bidder has visited the Point of Destination and site where the Goods are to be installed or Special Services will be provided (as applicable) and become familiar with and is satisfied as to the observable local and site conditions that may affect delivery, cost, progress, and furnishing of the Goods and Special Services. 3. Bidder is familiar with and is satisfied as to all Laws and Regulations that may affect the cost, progress, and performance of Seller's obligations under the Procurement Contract. 4. Bidder has carefully studied, considered, and correlated the information known to Bidder with respect to the effect of such information on the cost, progress, and performance of Seller's obligations under the Procurement Contract. 5. Bidder has given Engineer written notice of all conflicts, errors, ambiguities, or discrepancies that Bidder has discovered in the Procurement Contract Documents, and the written resolution (if any) thereof by Engineer is acceptable to Bidder. 6. The Procurement Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance of Seller's obligations under the Procurement Contract. 7. The submission of a Bid will constitute an incontrovertible representation by Bidder that Bidder has complied with every requirement of the Bidding Requirements, that without exception the Bid (including all Bid prices) is premised upon furnishing the Goods and Special Services as required by the Procurement Contract Documents. 8. Bidder is NOT listed on the government-wide exclusions in the System for Award Management (SAM or sam.gov) in accordance with the Office of Management and Budget (OMB) guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” 6.02 Bidder’s Certifications A. Bidder certifies that: 1. This Bid is genuine and not made in the interest of or on behalf of any undisclosed individual or entity and is not submitted in conformity with any collusive agreement or rules of any group, association, organization, or corporation; 2. Bidder has not directly or indirectly induced or solicited any other Bidder to submit a false or sham Bid; 3. Bidder has not solicited or induced any individual or entity to refrain from bidding; and 4. Bidder has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the Procurement Contract. For the purposes of this Document: a. “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; b. “fraudulent practice” means an intentional misrepresentation of facts made (a) to influence the bidding process to the detriment of Buyer, (b) to establish bid prices at artificial non-competitive levels, or (c) to deprive Buyer of the benefits of free and open competition; c. “collusive practice” means a scheme or arrangement between two or more Bidders, with or without the knowledge of Buyer, a purpose of which is to establish bid prices at artificial, non-competitive levels; and d. “coercive practice” means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the bidding process.
You are notified that Owner has accepted your Bid dated December 15 th , 2025, for the above Contract, and that you are the Successful Bidder and are awarded a Contract for: Furnishing of progressive cavity pumps for sludge and polymer service, including pump assemblies, drive units, bases, and all vendor-supplied accessories required to provide complete, fully functional pumping systems. Equipment shall include all required controls, connections, and ancillary components as specified in the Progressive Cavity Pump Procurement Contract Documents, and shall include Owner training, installation certification, and operation and maintenance manuals. The Contract Price of the awarded Contract is $ ___________ . Contract Price is subject to adjustment based on the provisions of the Contract. 5 unexecuted counterparts of the Agreement accompany this Notice of Award, and one copy of the Contract Documents accompanies this Notice of Award, or has been transmitted or made available to Bidder electronically. You must comply with the following conditions precedent within 25 days of the date of receipt of this Notice of Award: 1. Deliver to Owner three (3) counterparts of the Agreement, signed by Bidder (as Contractor). 2. Deliver with the signed Agreement(s) the Contract security (such as required performance and payment bonds) and insurance documentation, as specified in the Instructions to Bidders and in the General Conditions, Articles 2 and 6. 3. Other conditions precedent (if any): Failure to comply with these conditions within the time specified will entitle Owner to consider you in default, annul this Notice of Award, and declare your Bid security forfeited. Within 10 days after you comply with the above conditions, Owner will return to you one fully signed counterpart of the Agreement, together with any additional copies of the Contract Documents as indicated in the General Conditions.
TABLE OF CONTENTS Page ARTICLE 1 - PROCUREMENT CONTRACT ............................................................................... 2 1.01 GOODS AND SPECIAL SERVICES ............................................................................ 2 1.02 THE PROJECT............................................................................................................. 2 1.03 ENGINEER ................................................................................................................... 2 1.04 POINT OF DESTINATION: .......................................................................................... 2 ARTICLE 2 - PROCUREMENT CONTRACT TIMES ................................................................... 2 2.01 TIME OF THE ESSENCE............................................................................................. 2 2.02 SCHEDULE OF PROCUREMENT CONTRACT TIMES .............................................. 3 2.03 SHOP DRAWINGS AND SAMPLES ............................................................................ 3 2.04 LIQUIDATED DAMAGES ............................................................................................. 4 ARTICLE 3 - PROCUREMENT CONTRACT PRICE ................................................................... 4 ARTICLE 4 - PAYMENT PROCEDURES .................................................................................... 4 4.01 SUBMITTAL AND PROCESSING OF APPLICATIONS FOR PAYMENT .................... 4 4.02 PROGRESS PAYMENTS; FINAL PAYMENT .............................................................. 4 4.03 INTEREST .................................................................................................................... 5 ARTICLE 5 - ASSIGNMENT OF PROCUREMENT CONTRACT ................................................ 5 5.01 ASSIGNMENT OF CONTRACT ................................................................................... 5 ARTICLE 6 - PROCUREMENT CONTRACT DOCUMENTS ....................................................... 8 6.01 LIST OF PROCUREMENT CONTRACT DOCUMENTS .............................................. 8 ARTICLE 7 - SELLER’S REPRESENTATIONS AND CERTIFICATIONS .................................. 9 7.01 SELLER’S REPRESENTATIONS ................................................................................ 9 7.02 SELLER’S CERTIFICATIONS...................................................................................... 9 ARTICLE 8 - CONFIDENTIALITY .............................................................................................. 10 8.01 CONFIDENTIAL INFORMATION ............................................................................... 10 8.02 DISCLOSURE OF CONFIDENTIAL INFORMATION ................................................. 10 8.03 WAIVER OF IMMUNITY............................................................................................. 11 ARTICLE 9 - MUTUAL WAIVER ................................................................................................ 11 9.01 MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES ............................................. 11
1.01 Goods and Special Services A. Seller shall furnish the Goods and Special Services as specified or indicated in the Procurement Contract Documents. Furnishing of progressive cavity pumps of the number specified in 43_23_57.10 for sludge and polymer service, including pump assemblies, drive units, bases, and all vendor-supplied accessories required to provide complete, fully functional pumping systems. Equipment shall include all required controls, connections, and ancillary components as specified in the Progressive Cavity Pump Procurement Contract Documents, and shall include Owner training, installation certification, and operation and maintenance manuals. 1.02 The Project A. The Project, of which the Goods and Special Services are a part, is generally described as follows: Construction of a new Solids Handling Facility, modifications to the existing belt filter press facility, modifications to the filtrate (renamed centrate) pump station, construction of new sludge day tank and modifications to the existing sludge day tank, addition of new pumps for the aerobic digesters, site improvements, and associated electrical, instrumentation, and controls improvements., repair and reconstruction of existing improvements affected by the Work, and incidentals for complete and usable facility, and commissioning of the Work. 1.03 Engineer A. Buyer has retained Carollo Engineers ("Engineer"), to prepare Procurement Contract Documents and act as Buyer's representative. Engineer assumes all duties and responsibilities and has the rights and authority assigned to Engineer in the Procurement Contract Documents in connection with Seller’s furnishing of Goods and Special Services. 1.04 Point of Destination: A. The Point of Destination is designated as: Spring Hill Wastewater Treatment Plant 3893 Mahlon Moore Rd, Spring Hill, TN 37174.
2.01 Time of the Essence A. All time limits for Milestones, including the submittal of Shop Drawings and Samples, the delivery of Goods, and the furnishing of Special Services as stated in the Procurement Contract Documents, are of the essence of the Procurement Contract. 2.02 Schedule of Procurement Contract Times A. The following schedule sets forth the Procurement Contract Times: Milestone Date or Days Notes Bids due to Spring Hill 12/8/2025 Due by 3:00 p.m. @ City Hall Notice of Award 12/15/2025 Execute Agreement 1/9/2026 Submit Shop Drawings 2/9/2026 Confirm equipment fabrication/assembly has begun. 6/1/2026 Seller shall communicate to Buyer and Engineer: Production status of equipment Anticipated shipping date Deliver acceptable Goods to Point of Destination 9/16/2026 Delivery may be made in the 15-day period before delivery date Submit all required documentation for grant compliance as required TDEC / ARPA 9/18/2026 Completion of Special Services and submission of remaining documentation required by the Procurement Contract Documents 9/25/2025 2.03 Shop Drawings and Samples A. Submittal of Shop Drawings and Samples: Seller shall submit all Shop Drawings and Samples required by the Procurement Contract Documents to Engineer for its review and approval. B. Engineer’s Review: It is the intent of the parties that Engineer will conduct its review of Shop Drawings and Samples and issue its approval, or a denial accompanied by substantive comments regarding information needed to gain approval, within 14 days after Seller's submittal of such Shop Drawings and Samples, or within such longer period that is needed because of the quantity and quality of such submittals. Resubmittals will be limited whenever possible. 2.04 Liquidated Damages A. Buyer and Seller recognize that time is of the essence, and that Buyer will suffer financial and other losses if the Goods are not delivered to the Point of Destination and ready for receipt of delivery by Buyer within the time specified in this Document, plus any extensions thereof allowed in accordance with this Procurement Contract. B. The parties also recognize that the timely performance of services by others involved in the Project is materially dependent upon Seller’s specific compliance with the delivery requirements. C. Further, the parties recognize the time, expense, and difficulties involved in proving, in a legal or arbitration proceeding, the loss (whether direct, consequential, or otherwise) suffered by Buyer if complete, acceptable Goods are not delivered on time. D. Accordingly, instead of requiring any such proof, Buyer and Seller agree that as liquidated damages for delay (but not as a penalty), Seller shall pay Buyer ten percent (10%) of the total Procurement Contract Price if the delivery of acceptable Goods to Point of Destination by the date specified in this Document for delivery is not achieved.
A. The Procurement Contract Price is comprised of the Lump Sum amount set forth in the attached Bid Form.
4.01 Submittal and Processing of Applications for Payment A. Seller shall submit Applications for Payment in accordance with Article 13 of Document 00_72_01 - General Conditions - Procurement and the following paragraphs. Engineer and Buyer will process such Applications for Payment in accordance with said Article 13. 4.02 Progress Payments; Final Payment A. Seller may submit an Application for Payment requesting the stated percentage of Procurement Contract Price upon attainment of each of the following Payment Line Items: Payment Line Item (Lump Sum) Percentage of Lump Sum Receipt of Approval of Shop Drawings 10 Payment Line Item (Lump Sum) Percentage of Lump Sum Delivery of Goods to Point of Destination in accordance with the Procurement Contract Documents 85 Final Payment: Correction of non-conformities, trainings, provision of final Operations and Maintenance manuals, submittal of warranties and other final documentation required by the Procurement Contract Documents 5 Total Procurement Contract Price (Lump Sum) 100 B. For Unit Price Goods and Special Services, if any, or for payments owed to Seller as a result of authorizations by Buyer under the Buyer’s Contingency Allowance (if any), Seller shall submit a separate Application for Payment, no more frequently than monthly, that states (1) the actual quantities of such Unit Price Goods and Special Services that have been furnished, and the applicable unit prices; and (2) the services or items performed or furnished under the Buyer’s Contingency Allowance, and the amounts owed. If practical, and at Seller’s option, Seller may apply for such unit price and Buyer’s Contingency Allowance payments in a separate section of an Application for Payment submitted for lump sum items. C. Buyer shall pay Seller the amount owed under an Application for Payment within 30 days after Engineer’s presentation to Buyer of the Application for Payment and Engineer’s recommendation. 4.03 Interest A. All amounts not paid when due will bear interest as the rate of 4 percent per annum.
5.01 Assignment of Contract A. Buyer has the right to assign this Procurement Contract for furnishing Goods and Special Services, but only to a person or entity with sufficient and apparent ability to satisfy all of Buyer's obligations under this Procurement Contract, and Seller hereby consents to such assignment. Forms documenting the assignment of the Procurement Contract, and consent of Seller’s surety to the assignment, have been executed by Buyer, Seller, and Seller's surety, and are attached as exhibits to this Procurement Agreement. B. If so, assigned the following provisions apply: 1. The Procurement Contract is initially executed in the name of the entity identified in this Document as Buyer and will be assigned by such Buyer (as assignor) to a construction contractor (Contractor/Assignee) designated by such Buyer. The assignment will occur on the effective date of the construction contract between such Buyer (Project Owner) and the Contractor/Assignee, which is expected to occur on or about 120 days. Commencing on the date of acceptance of assignment by the Contractor/Assignee, all references in the Procurement Contract to “Buyer” shall mean the designated Contractor/Assignee. 2. The assignment of this Procurement Contract relieves the assignor from all further obligations and liabilities under this Procurement Contract. After assignment, Seller shall become a subcontractor or supplier to the Contractor/Assignee and, except as noted in this Document, all rights, duties, and obligations of Buyer under the Procurement Contract become the rights, duties, and obligations of the Contractor/Assignee. 3. After assignment: a. The Procurement Drawings and Procurement Specifications, and any modifying Addenda will become “Contract Documents” under the construction contract. b. If the Procurement Drawings or Procurement Specifications, as “Contract Documents” under the construction contract, are duly modified under such construction contract, then Seller and Contractor/Assignee shall enter into a corresponding Change Order under the applicable provisions of this Procurement Contract. c. The Procurement Drawings and Procurement Specifications may not be modified by Seller or Contractor/Assignee, singly or in tandem, except as such Procurement Drawings or Procurement Specifications, as “Contract Documents” under the construction contract, have been duly modified under such construction contract. d. All performance warranties, guarantees, and indemnifications required by the Procurement Contract will continue to run for the benefit of assignor (Project Owner) and, in addition, for the benefit of the Contractor/Assignee. However, if assignor (Project Owner) and Contractor/Assignee make the same warranty or guarantee claim, then Seller shall only be liable once for such claim. Other than its remedies under such warranties, guarantees, and indemnifications, assignor will not retain direct rights under this Procurement Contract, but will have rights and remedies as a party to the construction contract, whose scope of work will encompass the Procurement Drawings, Procurement Specifications, and modifying Addenda; provided, however, that any limitations on Seller’s liability in this Procurement Contract will continue to bind the original Buyer (assignor) after assignment. e. The Contractor/Assignee shall have all the rights of the Buyer under the Performance Bond and Payment Bond. f. Seller shall submit all Applications for Payment directly to the Buyer and Engineer. 1) Engineer shall review each Application for Payment promptly, determine the amount that Buyer approves for payment. 2) After assignment Engineer will review, approve, or deny the content of Applications for Payment under the Procurement Contract only to the extent that Seller has incorporated such content into payment applications that Engineer reviews under the contract. g. The Contractor/Assignee shall have all the rights of the Buyer under any pending Claim by Buyer. h. All Claims and supporting documentation will be submitted directly by the claimant party (either Buyer or Seller), to the other party, without submittal to
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