Sewer Lining contract-2017Contract
THIS CONTRACT AND AGREEMENT made and entered into this 30th day of October
2017 by and between the City of Blair, Nebraska, hereinafter referred to as "Owner", and
SAK Construction, Inc., hereinafter referred to as the "Contractor"
WITNESSETH:
Contractor, for and in consideration of the sum of $47,850 based on the quantities
shown in the bid form payable as set forth in this contract, hereby agrees to perform, in
accordance with the specifications, the various items of work awarded said contractor on
the 24th day of October, 2017, as follows: Being items numbered one (1) through three
(3) as shown in the schedule of prices bid in the attached proposal which is a part of this
contract.
That it is mutually understood and agreed by parties hereto that the Contractor's
Bond, the proposal Project Specifications, Special Provisions and all supplemental
agreements are a part of this contract.
The Contractor expressly warrants that they have no third party to solicit or obtain
this contract in their behalf or to cause or procure the same to be obtained upon
compensation in any way contingent in whole or in part, upon such procurement, and that
they has nor paid or promised or agreed to pay to any third person in consideration of
such procurement or in compensation for service in connection herewith, any brokerage,
commission, or percentage upon the amount to be received by them hereunder, and that
they have not, in estimating the contract price determined by them, included any sum by
reason of any such brokerage, commission or percentage; and that all monies payable to
the Contractor hereunder are free from obligation of any other person for services
rendered or supposed to have been rendered in the procurement of this contract.
Contractor further agrees that any breach of this warrant shall constitute adequate cause
or the annulment of this contract by the Owner, and that the said Owner may retain for its
own use, from any sums due or to become due hereunder, an amount equal to any
brokerage, commission or percentage so paid or agreed to be paid.
All work required in carrying out this contract shall be performed under direct
supervision of the Owner or its representative in compliance with the laws of the State of
Nebraska.
Contractor also states that they will comply with Fair Labor Standards in the
performance of this contract.
That the Contractor further agrees to supply and pay all just claims for materials,
supplies, tools, fuels, lubricants, equipment, rental, machinery insurance premiums and
services used or consumed in the construction of the work by them or any of their
subcontractors in carrying out the provisions of this contract, and further agrees that the
Contractor's Bond shall be held to cover all such claims.
That in consideration of the foregoing, the Owner hereby agrees to pay the
Contractor promptly the amounts for each unit installed set forth herein subject to the
conditions set forth in this contract or any part thereof as herein described.
It is further understood and agreed that the Contractor shall not do any work or
furnish any materials not covered and authorized by this contract unless ordered in
writing by the Owner. Any such work which may be done or any such materials which
may be furnished by the Contractor with out such written order first being given shall be
at their own risk, cost and expense; and the Contractor hereby convents and agrees that
they shall make no claim for compensation for any work so done or any materials so
furnished.
IN WITNESS WEREOF, the parties hereto have set their hands for the purpose
herein expressed to this instrument this 30th day of October 2017.
CITY OF BLAIR CONTRACTOR
Jamies Realph, May6i
Attest:
Brenda R. Wheeler
City Clerk
Secretary
Roger Ay-cA*, bal �.
Bid Form
Bid Item
Unit
Unit Price
Extended Price
Mobilization
1 LS
$ fo
$ 4� o vp. c ®
Traffic Control
1 LS
$ -J�®, V 0
$ .5n, Exp
Install 18" CIPP Sewer Liner
400 LF
$107.0t)
$ '/a . 800. ®®
Total Bid:
$ �%� QS ®,
Each proposal shall be accompanied by a certified check, bid bond by a surety company
registered to do work in the State of Nebraska, or a certified share draft on a credit union in
Nebraska or Chartered under the laws of the United States in the amount of five percent (5%0 of
the total bid price and made payable to the City of Blair.
No bidder may withdraw their proposal within 30 days after the bid opening.
The City of Blair reserves the right to reject or accept any or all bids waived any irregularities in
the interest of the City.
Company: SAK Construction, LLC
Address: 864 Hoff Road, O'Fallon, MO 63366
Phone Number: 636-385-1000
Email Address: bidcippc@sakcon.com
Date Issued
6/15/2017
46NEBRASKA
DEPARTMENT OF LABOR
Nebraska Department of Labor
Contractor Registration
550 So. 16th Street, Lincoln, NE 68508
(402) 471 - 2239
CONTRACTOR REGISTRATION CERTIFICATE
This certificate is non -transferable
Fee Paid: $40.00 Registration #
37144
Year
17
Business:
SAK Construction, LLC
864 Hoff Rd -- Mallon, MO 63366
Date Expires
6/15/2018
Commssioner oflabor
STATE OF
United States of America,
State of Nebraska tj ss.
NEBRASKA
Department of State
Lincoln, Nebraska
I, John A. Gale, Secretary of State of Nebraska do hereby certify;
the attached is a true and correct copy of the Certificate of Authority
to transact business in the State of Nebraska for
SAK CONSTRUCTION, LLC
a Missouri limited liability company, as filed in this office on
December 12, 2007.
I further certify that said limited liability company is hereby
authorized to transact business in the State of Nebraska.
In Testimony Whereof,
I have hereunto set my hand and
affixed the Great Seal of the State
of Nebraska on December 12, 2007.
SECRETARY OF STATE
This certificate is not to be construed as an endorsement,
recommendation, or notice of approval of the entity's
financial condition or business activities and practices.
SAK"
pipeline infrastructure. Solved`
March 1, 2017
636.385.1000 tel
636.385.1100 fax
864 Hoff Road
O -Fallon, MO 63366
ww�v.sakcon.com
To Whom It May Concern:
and General Manager of our CIPP Division is hereby authorized to sign bids,
Boyd Hirtz, Vice President
te contracts on behalf of SAK Construction, LL .
extend offers, submit proposals and execu
SAK Construction, LLC
State of Missouri)
County of St. Charles) public, personally
2017, before me, Theresa H. Messer, a notary on whose name is
Witness my
On this 1st day of March, in the year evidence to be the pershand and official
appeared, Jerome P. Shaw, proved on the basis of satisfactory
subscribed to this instrument, and acknowledged he executed the same.
seal.
8.
NOTARY PUBLIC
p�Y P�'
';Bh
THERESA H. MESSER
My Commission Expires SEAL
' NOTARY * _
March 3% 2019
SEAL /g,
St, Charles County
9OFMYS�o,
Commission #15634377
UNANIMOUS WRITTEN CONSENT
OF THE SOLE MANAGER,OF
SAID CONSTRUCTION, LLC
Pursuant to Section 5.3 of the Operating Agreement of SAK Construction, LLC, a Missouri
limited liability company (the "Company"), the undersigned, being the sole manager of the Company,
hereby adopts the following resolutions for the Company and consents to the taking of the actions therein
described, such consent to have the same force and effect as a unanimous vote of the managers of the
Company at a meeting duly held on the date hereof:
RESOLVED, that the following individuals are hereby elected as officers of the Company, to
hold the offices set forth opposite their respective names below for the ensuing year or until their
successors are duly elected and shall have qualified, unless sooner removed by the Manager:
Thomas Kalishman Chairman and Chief Executive Officer
Jerome P. Shaw, Jr. President
Boyd Hirtz Vice President
Roger Archibald Chief Financial Officer, Secretary and Treasurer
Steve Stulce Assistant Secretary and Assistant Treasurer
RESOLVED FURTHER, that any and all action heretofore taken, and any and all things
heretofore done, by any director of the Company in connection with, or with respect to, the matters
referred to in the foregoing Resolutions be and hereby are confirmed as authorized and valid acts taken on
behalf of the Company.
RESOLVED FURTHER, that the foregoing resolutions shall replace and supersede any and all
prior resolutions appointing officers of the Company.
Dated as of January 1, 2012.
Cc, i
ome P. Shaw, Jr.
BEING THE SOLE MANAGER OF THE COMPANY
1683264.3
4.5. Contributed Property. The Members agree that the fair market value of the Contributed
Property on the date of its Contribution will be equal to five hundred thousand dollars ($500,000.00). In
the event the IRS disagrees with such determination of fair market value by the Members, the Company
will make such curative allocations of income and distributions to the Members as are necessary to
achieve the same results as if such fair market value had been respected by the IRS.
4.6.Third Party Creditor. A Member's obligation to make a Contribution is not enforceable by
a third -party creditor of the Compairy.
S. Management of the Company.
5.1. Manager.
5.1.1. Management of the Company. The management of the Company is vested in
the Manager. Except as set forth in this Agreement, the Manager is the agent of the Company for the
purpose of its ordinary business and affairs, and has complete authority over and exclusive control and
management of the day-to-day affairs of the Company without the affirmative vote, approval or consent
of any of the Members. The act of the Manager for carrying on the business of the Company in the usual
way and in the ordinary course binds the Company. In connection with such management, the Manager
may employ on behalf of the Company or on behalf of any Subsidiary any other Person to perform
services for the Company, including the Manager, Members or Affiliates 'of any Mennber or Affiliates of
the Manager. In furtherance of carrying on the business of the Company, the Manager may, subject to
Section 5.2, do the following and bind the -Company:
5.1.1.1. enter into and perform Contractual Obligations of any kind
necessary or desirable to the Company's or any Subsidiary's business;
5.1.1.2. establish, maintain, deposit in and withdraw from checking,
savings, custodial.and other accounts in the name of the Company in such banks, trust companies or other
financial institutions as -the Manager may from time to time select;
5.1.1.3. execute any notifications, statements, reports, returns or other
filings that are necessary or desirable to be filed with any Governmental Authority;
5.1.1.4. borrow money and incur Debt on behalf.ofthe Company or of
any.Subsidiaiy on a nonrecourse basis to the Members and secure tbe.same with the Company's or any
Subsidiary's property, including borrowing from Members, the Manager, Affiliates of Members and
Affiliates of the Manager; •
5.1.1.51 take such actions and execute such documents as may be
required in connection with any loan agreement, mortgage, note, bond, indemnity, security agreement,
escrow, bank letter of credit or other evidence of indebtedness which may be required in connection with
Debt incurred by the Company or by any Subsidiary;
5.1.1.6. establish reasonable reserve funds frorn revenues derived from
the Company's or any Subsidiary's operations to provide for future requirements of the Company's or
any Subsidiary's business;.
a Subsidiary;
thereto;
amendments thereto;
5.1.1.7. form, organize, acquire, sell, dispose of, reorganize or liquidate
5.1.1.3, prepare the Budget for each Fiscaf Year and any amendments
5.1.1.9. prepare ' the Business Plan from time to time, and any
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5.7..1.24. sell, exchange, lease, license, mortgage, pledge or transfer all or
substantially all or less than substantially all of the assets of the Company or of any Subsidiary either in or
other than in the ordinary course of its business;
5.1.1.25. dissolve and wind up the Company;
5.1.1.26. pay all fees, compensation and reimbursements to the Manager
and his Affiliates as provided for herein;
5.1.1.27. amend this Agreement or the Articles of Organization;
5.1.1.28. change the name of the Company at any time; and
5.1.1.29, take any and all actions (whether described above or not) and
engage in•any kind of activity and pet%rm and carry out all functions of any kind necessary to or in
connection with the business of Company or of any Subsidiary and exercise all rights and remedies of
-the Company or of any Subsidiary in connection with any of the foregoing.
5.1.2. Appointment of the Manager. The initial Manager is Jerome B. Shaw, Jr. Any
Manager other. than the initial Manager is to be appointed by the Investor Member. The Manager may,
but need not.be, a Member.
• 5.1.3. Term of the Manager. Jerome P. Shaw, Jr. will serve as the initial and sole
Manager until such time as an Event of Withdrawal occurs with respect to him, Any Manager, other than
the initial Manager, is to be appointed for a term of two years and occupies such position for the tern for
which he is elected and until his successor has been elected and qualified or until he resigns as Manager
or dies or becomes incapacitated or, if he is a Member, until the occurrence of an Event of Withdrawal
with respect to him or until his removal hereunder, whichever first occurs. A Manager may be
reappointed for an unlimited number of terms,
5.1.4. Designation of the Manager. A Manager may resign as Manager at any time
for any 'reason. Any such resignation must be in writing and must be delivered to the Investor Member.
A resignation is effective upon such delivery.
S.I.S. Removal of the Manager. . A Manager may be removed as Manager at any Time,
with or without cause, by the Investor Member.
5.1.6. Vacancies; In the case of a vacancy in the position of Manager for one of the
reasons set forth above, the Investor Member is.to fill such vacancy.
5.1.7. Meetings With Investor Member Representative. The Investor Member shall
appoint an Investor Member Representative. The initial Investor Member Representative is Thomas
Kalishman. The Manager shall schedule quarterly meetings with the Investor Member Representative at
which the Manager shall report on the financial performance of the Company and such other Company
matters as the Investor Member Representative may request. The Company shall reimburse the Investor
Member Representative for travel, lodging and other expenses incurred by him on behalf of the Company
or in connection with the business of the Company.
5.1.8. Optional Board of Managers. The Investor Member may at any time, in the
sole and absolute discretion of the Investor Member, elect to vest the management of the Company in a
Board of Managers. If the Investor Member makes such an election, the Investor Member shall have the
right and authority to determine the size of the Board of Managers, appoint persons to serve as members
of the Board of Managers, establish quorum and voting requirements, and set any and all rules pertaining
to meetings of the Board of Managers. All members of the Board of Managers shall serve at the pleasure
of the Investor Member and may be removed by the Investor Member at any time with or without cause.
If the Investor Member elects to vest management of the Company in a Board of Managers, all references
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