TO:
All General Contractors
FROM:
Kim Nordvall, RaceTrac Petroleum, Inc.
DATE:
July 2, 2012
RE:
Bid Invitation – RaceWay Store #6900– Rosenberg (Rosenberg, TX)
Thank you for your interest in working with RaceTrac Petroleum, Inc. I am currently accepting bids for
RaceWay store #6900 - Rosenberg located at Hwy 36 & Rice Street, Rosenberg, TX. You will
receive one complete set of plans via ProjectMates; additional sets are your responsibility. Please
note that you are responsible for insuring that any additional sets or subsets match the drawings
included with this package.
Bids must be submitted no later than Monday, July 23, 2012 at 1 pm (EST). Your bid package must
include a list of intended subcontractors and a construction schedule. To qualify as a bidder, you
must attend the pre-bid meeting at Homewood Suites – Houston/Stafford 4520 Techniplex Drive,
Stafford, TX 77477 set for 10:30 am (CST) on Tuesday, July 10, 2012. It is required that you visit
the site prior to the pre- bid meeting. Please take time to review the plans and bring a complete set to
the meeting for discussion.
Send bids to:
Kim Nordvall
RaceTrac Petroleum, Inc.
3225 Cumberland Blvd. Suite 100
Atlanta, GA 30339
knordvall@racetrac.om
Fax: 678-503-1018
Alternate fax: 770-431-3919
You have the option of either faxing or emailing your bids by the deadline. The original bid
documents must be delivered to the above address by the close of the following business
day.
RaceTrac Petroleum, Inc. places heavy emphasis on construction time, construction quality, and
effective management of operational safety and OSHA/regulatory compliance. Construction duration
and project scheduling will be discussed at length during the bid evaluation period.
Included within this bid invitation package is the RaceTrac contract with applicable attachments. If
you are awarded this project, you will be required to sign the contract in its original form and provide
the necessary attachments. Please note Section 7(b), “Releases and Conditions to Payment”.
RaceTrac operates under a two party check payment system. Two party checks will not be
necessary for sub-contractors who have provided Interim W waiver and Release of Liens and Claims
upon pay application submittal.
A list of equipment provided by RaceTrac and the vendors providing the equipment can be provided
upon request. You will be responsible for coordinating shipment of this equipment and for storing it
securely upon delivery.
RaceTrac Store Support Center | 3225 Cumberland Blvd., Suite 100, Atlanta GA 30339 | racetrac.com | 770.431.7600
Please complete the enclosed bid breakdown and return along with your bid. W e appreciate the time
and effort expended in bidding this project. Thank you for all your time and cooperation. If there are
discrepancies regarding the above items, please contact me directly.
Thank you,
Kim Nordvall
Project Manager
770.431.7600 ext. 1192
404.319.6616 (cell)
678.503.1018 (fax)
RaceTrac Store Support Center | 3225 Cumberland Blvd., Suite 100, Atlanta GA 30339 | racetrac.com | 770.431.7600
TO:
All General Contractors
FROM: Kim Nordvall
RE:
RaceTrac Standards, Process and Procedures Document
CC:
Robby Posener– Vice President, New Store Development
John Maxwell- Director of Construction
Contract/ Project File
The following document is a set of standards created by RaceTrac that must be reviewed prior to placing your bid.
The RaceTrac drawings contain notes and details that are to be adhered to in tandem with this document.
The RaceTrac project manager is to review the site progress and assess the performance in reference to the drawings,
the addendums, all pre bid documentation and very importantly this RaceTrac Standards document. It is the RaceTrac
Project Manager’s responsibility to take immediate action when clear failure to adhere to these documents is
evident.
Topic List:
1) The Contract
2) BID PROCESS
3) SCHEDULING
4) CHANGE ORDER REQUEST – VALUE ENGINEERING
5) TIME EXTENSION REQUEST
6) PAY APPLICATION, INVOICING and PAYMENT PROCESSES
7) PERMITS and SITE UTILITIES
8) CONSTRUCTION PRACTICES and PROCEDURES:
9) QUALITY CONTROL
10) WARRANTY OF WORK
11) JOB COMPLETION and CLOSE OUT PROCESS
12) DRAWINGS, BLUE PRINTS and AS-BUILDS
13) FORMS AND DOCUMENTATION
14) EQUIPMENT, SUPPLIES and MARKETING ITEMS
15) RACETRAC VENDORS AND TASK SPECIFIC CONTRACTORS
1. The Contract
RaceTrac Standards, Process and Procedures
Page 1
1.1. The General Contractor must thoroughly examine the contract prior to placing a bid with RaceTrac Petroleum Inc.
Placing a bid with RaceTrac Petroleum Inc. is an admission of acceptance of all terms and conditions.
1.2. The contract should be referenced by the General Contractor at any and all times during construction. Especially when
deviations from the original documentation or plan are anticipated or required.
2. BID PROCESS
2.1. The General Contractor must thoroughly review the plans, all RFP documents and all addendums prior to the pre-bid
meeting.
2.2. The General Contractor must ask all questions not answered in the rfp notes during the pre-bid meeting. These will be
the pre-bid meeting minute notes. This is the General Contractors opportunity to make sure ALL bases are covered. A
poor review and few questions can lead to costly errors during the construction process. RaceTrac expects a turnkey
job and will not issue change orders for missed items, omissions or items that were never questioned. RaceTrac expects
FLAW FREE quality work and delivery on the contracted day count.
2.3. Any questions during the bid process will be noted and answers will be formulated to all contractors. Please email
questions to the RaceTrac project manager who provided the bid invitation.
2.3.1. Vendors, Material Suppliers and Sub Contractors must ask all questions upstream to the General Contractor they
are bidding to. They must not contact the RaceTrac project manager directly.
2.3.2. The General Contractor must research the answer first. The General Contractor can email the RaceTrac project
manager with a well formulated question if no answer is available in pre-bid documentation. Please reference the
drawing sheets, details, addendums or notes in your email question. Consistently asking questions that are
already covered in the pre bid documentation may be viewed as a sign that the General Contractor will perform in
the same manner throughout the construction process. Please Research questions prior to asking. Please ask for
additional information when the provided information is vague. We will be happy to clarify.
2.3.3. The project manager will respond with the question and answers to ALL bidding contractors via a pre-bid note
email chain. This email will be attached to the contract and maintained on the jobsite at all times.
2.4. The General Contractor is responsible for pricing all items on the drawings in the initial bid.
2.4.1. Implied items that are instrumental to completing the project in any way shape or form; that may not be clearly
shown, depicted or described on the bid set drawings is the General Contractor responsibility. NO CHANGE
ORDERS WILL BE ISSUED. NO EXCEPTIONS. Corrections will be made at no cost to the owner.
2.4.2. The General Contractor will be responsible for all items on the plans. (IE: If an M.E.P. item should only be shown
on a Structural drawing, or a wall tile/ finish detail may be shown on an electrical drawing) it is the contractors
responsibility to insure their sub contractors are aware of it, ETC. NO CHANGE ORDERS WILL BE ISSUED. NO
EXCEPTIONS. Corrections will be made at no cost to the owner.
2.4.3. The General Contractor will be responsible for all items in all NOTES and all addendums provided prior the bid. It is
the General Contractor responsibility to ensure their sub contractors are aware of any pertaining notes. NO
CHANGE ORDERS WILL BE ISSUED. NO EXCEPTIONS. Corrections will be made at no cost to the owner.
2.4.4. All NOTES and all addendums will be attached to the awarded contract. The General Contractor will be
responsible to sign a schedule of contract attachments along with 3 copies of the contract. All signatures in Blue
ink.
2.5. The contractor is responsible to ensure all bidding sub contractors have performed due diligence in researching
municipal requirements prior to placing the bd.
2.5.1. Any EXISTING municipal material or specification codes that are in conflict between RaceTrac plans, spec,
addendums or notes must be emailed to the RaceTrac project manager.
2.5.2. The RaceTrac project manager will have the specific engineer confirm the municipal material or specification
discrepancy. An email will be sent out as part of the pre bid notes to all bidding General Contractors.
2.5.3. If there is a municipal material or specification code that is in conflict between RaceTrac plans, spec, addendums
or notes during construction it will be handled by the following method:
2.5.3.1. The code must be emailed to the RaceTrac project manager so it can be verified by the specific engineer.
RaceTrac will provide the General Contractor with the engineer revised recommendation or specification.
2.5.3.1.1. The General Contractor will bear the cost If the Code existed prior to the bid process. No cost for
engineer change will be passed to the owner.
2.5.3.1.2. The General Contractor will process a change order for the RaceTrac Project manager if the code was
implemented after the contract award.
RaceTrac Standards, Process and Procedures
Page 2
2.5.4. Exclusions will not be accepted: Exclusions may disqualify Bid. The General Contractor is responsible to discuss all
items in the drawings, RFP notes, Addendums etc. with the RaceTrac project manager during the pre bid meeting.
2.5.5. The General Contractor is responsible to submit their bids on the bid form that the RaceTrac project manager
supplies with the initial Request for Proposal.
2.5.5.1. Submitting an electronic version will expedite the RaceTrac project managers bid review.
2.5.5.2. No additional divisions or code lines can be added by the General Contractor
2.5.5.3. The winning bid will be selected through a committee selection process.
2.5.5.4. The RaceTrac project manager will notify all participating contractors of the award once the approved
budget is back to the RaceTrac project manager’s desk.
2.5.5.4.1. No General Contractor solicitations are permitted prior to this time.
2.5.5.5. The RaceTrac project manager will email a bid rejection transmittal to all General Contractors who were not
awarded the bid.
2.5.5.6. RaceTrac values all General Contractor’s time and efforts during the bid process. As time permits we are
willing to review bid numbers. As RaceTrac project manager workloads are generally at full capacity it is best
to set a phone conference appointment well in advance.
3. Scheduling
3.1. BY Contract - The General Contractor is responsible to build the site in adherence to the RaceTrac provided schedules.
3.2. The General Contractor is to submit a start to finish day count with the bid.
3.2.1. The contract awarded General Contractor will need to be available for conference call / internet meeting to assist
in developing a schedule based on their contracted day count.
3.2.2. The General Contractor will be held responsible to complete the job in the amount of days proposed with the bid
regardless of weather or change orders.
3.2.3. The awarded General Contractor’s day count will be synced with the RaceTrac master schedule via conference call
or possibly live Internet connection.
3.2.3.1. The schedule changes are typically done on a weekly basis.
3.2.3.2. The General Contractor will receive the schedules by email.
3.2.3.2.1. The General Contractors must have the ability to print emails in the job trailer.
3.2.3.3. RaceTrac schedules track the full project schedule, the near term schedule and the critical path.
3.2.3.4. The General Contractor is responsible to adhere to any and ALL schedule changes that are made to during
the course of construction.
3.2.3.5. The General Contractor is responsible for immediate implementation of new schedules Even if there is an
immediate shift in sub contractor focus.
3.2.3.6. The General Contractor must maintain scheduling pressure when it demands that work progress must pick
up pace. This includes working weekends.
3.2.4. The RaceTrac provided schedule is expected to be at the General Contractor immediate disposal at all times.
3.2.5. The General Contractors is responsible to maintain scheduling commitments from their sub contractor base at all
times.
3.2.5.1. The General Contractor is responsible to immediately report to the RaceTrac project manager when any
trade is unable to be onsite on a day they are on the schedule to be there.
3.2.5.2. The General Contractor is responsible to call additional sub contractors for additional pricing at the first sign
that a scheduling conflict could affect the C.O. date.
3.2.5.2.1. Ie. The mason is tied up on larger job and will be unavailable for another week. A supplemental sub
contractor is to be brought in as soon as possible.
3.2.6. A General Contractor office representative (project manager) is responsible to remotely monitor job progress as it
reflects to the latest schedule several times a week.
4. Change Order Request – Value Engineering
4.1. The General Contractor must provide back up and break outs on all change orders. Lump Sum pricing is not acceptable.
The General Contractor must provide a cost code with each line item priced. The cost code is the division and line
number from your bid sheet. A change order request must be more specific than adding to the contract amount. It
must request where in the budget to request the contract amount. This is how we control change orders in the pay app
process.
4.2. The General Contractor should use the following statements as a rule of thumb regarding change orders:
RaceTrac Standards, Process and Procedures
Page 3
4.2.1. When a RaceTrac drawing is incorrectly depicted and requires an architect or engineer to revise the drawing then
a change order will be requested by the RaceTrac project manager.
4.2.2. When RaceTrac identifies items that are site specific and would serve as a benefit to the future operations and
maintenance of the RaceTrac store; the RaceTrac project manager will request a change order.
4.2.3. When RaceTrac issues an addendums after signing the contract,; the RaceTrac project manager will request a
change order.
4.2.4. When the General Contractor deviates from the drawings in anyway shape or form without express written
authorization from a RaceTrac manager or director and or the RaceTrac architect or engineer of record then the
cost of the change and or repair is solely the General Contractors. NO EXCEPTIONS.
4.3. The General Contractor must provide all design or spec request in email to the RaceTrac project manager. The request
should include the realized savings that could be passed to RaceTrac with the request.
4.3.1. The project manager will respond reply with denial or engineer authorization for the desired change.
4.3.1.1. If accepted the General Contractor must process a deductable change order for the RaceTrac project
manager.
4.4. If the General Contractor provides the wrong specified item (ie non Rheem water heater) without written authorization
then they will need to replace it with the correct item at no cost to the owner.
5. Time Extension Request
5.1. The General Contractor is to include the amount of time required to complete a change order.
5.1.1. The time request is not an extension to the final completion date. It will be applied to the next schedule release
and could affect the completion date in varying ways.
5.1.1.1. Working weekends may compensate for change order time request without affecting the C.O.
5.1.1.2. The General Contractor may need to be available for conference call during RaceTrac project managers
scheduling meeting to assist in squeezing the requested change order time allotment into the schedule.
5.2. The worked performed is expected to happen in the timeframe requested in the change order.
5.3. Rain day logs must be kept onsite. Holidays are accounted for in the RaceTrac schedule.
5.4. The General Contractor is expected to work weekends at no cost to the owner if the project falls behind schedule.
5.4.1. The General Contractor is responsible to be present and manage the jobsite and sub contractors on the
weekends.
5.5. RaceTrac expects all subs to be responsive as the project comes to an end and expedite all remaining project
responsibilities.
6. Pay Application, Invoicing and Payment Processes
6.1. The General Contractor must be familiar with contract sections
6.2. The General Contractor must provide the RaceTrac construction department with a hard copy (via mail) of an accurate
th
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A1A draw request the Wednesday prior to the 24 of any given month. If the 24 of the month is a Wednesday then
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the pay application is due the 17 . RaceTrac construction department requires time to process pay applications prior to
our accounts payable cut off dates. NO EXCEPTIONS WILL BE MADE.
6.2.1. The General Contractor must include copies of All Approved change orders that are included in the pay application
request. Any questions regarding the approved change orders need to be directed to the RaceTrac Project
Manager.
6.2.2. The General Contractor must include 2 party check request form (even if you are not requesting joint checks, we
still must have this form to verify any payments to subcontractors)
6.2.3. The General Contractor must include their (General Contractor) lien waiver signed in blue ink and notarized with
seal.
6.2.4. The General Contractor Must include ALL subcontractor lien waivers (send waivers from the previous month’s
payment to subs if joint checks were cut, and current subcontractor waivers if no joint checks were cut last
month).
6.2.5. The General Contractor must provide W-9 tax on ALL sub contractors that receive 2 party checks.
6.2.6. The General Contractor must submit ALL documentation at once, together and organized.
6.2.6.1. Immediately contact your RaceTrac project manager If all of the required documentation cannot be
submitted together,.
RaceTrac Standards, Process and Procedures
Page 4
7.
6.3. The General Contractor must quality control the pay application prior to submitting to the RaceTrac construction
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department. If the error correction process exceeds the 24 of the month the pay application will not be processed
until the next month cycle. Continued application errors will be noted during future bid reviews.
6.3.1. The General Contractor must make sure original lien release wavers are submitted. Signed in blue ink, notarized
and sealed.
6.4. The General Contractor can apply for both 2 party and non 2 party checks on the same pay application request.
6.4.1. The General Contractor must include w-9 forms for each sub contractors receiving a 2 party check and original
copies of lien release signed in blue ink, notarized and sealed.
6.5. RaceTrac will process all properly submitted pay applications and invoices in a timely manner. Once the payment
request is properly processed it will be submitted to the RaceTrac Petroleum accounts payable department. The
accounts payable cut checks pending net dates on invoices.
Permits and Site Utilities
7.1. The General Contractor is to contact DOTTIE/ One Call and schedule all utility markings prior to start up.
7.1.1. It is the General Contractor responsibility to maintain a copy of the call in ticket numbers at their office and the
job site trailer.
7.1.2. If the General Contractor ever encounters or creates a breach in any utility line; the RaceTrac project manager is
to be immediately notified. The situation or incident must be immediately photographed and a brief report
recorded in the RaceTrac document book.(bluebook). The effected utility company must also be immediately
notified and the General Contractor is to maintain contact with the utility company throughout the duration of
the repair.
7.1.3. The General Contractor is financial responsible for damages caused to any utilities.
7.1.4. Photographs must be taken.
7.1.5. The General Contractor is responsible for overhead utility lines as well.
7.2. The General Contractor is responsible to coordinate a pre construction meeting between all site sub contractors and all
utility companies prior to construction start. The RaceTrac project manager must be present at the meeting.
7.2.1. The pre-construction utility meeting must include ALL utility companies and cover all utility related questions. Any
long lead time items must be immediately coordinated.
7.3. The General Contractor is to maintain open communication with utility and municipal governing authorities.
7.4. The General Contractor is to comply with all and any local, municipal and governing work restrictions.
7.5. The General Contractor is to conform to national and local codes/ ordinance. If the national and local codes/ ordinance
exceed RaceTrac requirements the more stringent will apply.
7.6. The General Contractor is responsible to maintain all original documentation that may be required to remain onsite at
all times by utility and municipal governing authorities
7.7. The General Contractor is responsible for all utility connections and use of utility connections until ALL Phases of
construction are 100% complete. This is not always store turnover. RaceTrac can operate an open store under the
General Contractor utilities until all construction is complete. This is RaceTrac leverage to timely completion.
7.8. The day AFTER store opening the General Contractor is to assist the RaceTrac project manager in transferring all utilities
services from the General Contractor account to a RaceTrac corporate account.
7.9. If utility service or utility trade specific issues occur on opening day the utility services are not to transfer into RaceTrac
corporate account until they are resolved. The services will remain the General Contractor responsibility until all utility
related functions of the site are properly working.
7.10. The General Contractor is responsible to pick up and pay for all permits prior to starting the project.
7.10.1. The permits are immediately reimbursable to RaceTrac.
7.10.2. A copy of the permit or permits and the receipts must accompany the invoice.
7.10.3. No OH&P and profit may be added to invoice.
7.10.4. The original is to remain onsite.
7.11. The General Contractor is responsible to pay for all utility tap and meter fees.
7.11.1. The meter and or tap fees are immediately reimbursable to RaceTrac.
7.11.2. A copy of the payment receipt must accompany the invoice.
7.11.3. No OH&P and profit may be added to invoice.
7.11.4. The original receipt is to remain in the blue book in the job trailer.
8. Construction Practices and Procedures
RaceTrac Standards, Process and Procedures
Page 5
8.1. RaceTrac reserves the right to remove and or replace the General Contractor or any of the General Contractor site staff
at any time.
8.2. The General Contractor site representatives are expected to be personable, professional, highly organized and
proficient at reading construction drawings as well as shooting grades/ elevations. They should also be competent
seasoned field managers capable of supervising employees and sub contractors in tactful and non-abrasive ways.
8.3. The General Contractor must hold weekly site meetings with leaders from all trades shown on near term schedule. It is
the General Contractors responsibility to secure schedule commitments from all sub contractors during the weekly
meeting.
8.3.1. The information discussed in the meeting must immediately filter back through all trades.
8.4. The General Contractor may not leave a jobsite unattended while there are workers or sub contractors are present. The
safety of the sub contractors is the General Contractors responsibility.
8.5. The General Contractor is responsible to manage the entire site and all trades in the execution of RaceTrac directions.
8.6. The General Contractor is responsible to ensure all trades are following OSHA and local safety guidelines.
8.6.1. Any tickets, citations or warnings (etc.) are the sole responsibility of the General Contractor
8.7. The General Contractor is responsible to adhere to all erosion control documents to the letter.
8.8. The General Contractor is responsible to adhere to Storm water pollution control plans and or documents.
8.9. The General Contractor is responsible to ensure that no tradesmen smoke inside the building at any times.
8.10. The General Contractor is responsible to ensure there is no smoking at or around the island dispensers or tank field
once fuel is delivered to the site.
8.11. The General Contractor is responsible to monitor for alcohol and or substance abuse before or during working onsite.
8.11.1. RaceTrac has a zero tolerance policy. It is to be upheld by General Contractor
8.12. The General Contractor is responsible to police site for cleanliness and safety adherence on a daily basis.
8.12.1. The General Contractor is to emphasize to all site workers to utilize site trashcans for all refuge.
8.12.2. The General Contractor is to provide and manage an adequate amount of trashcans or trash barrels throughout
the site.
8.12.3. The General Contractor is responsible to call for additional roll off dumpster pickups as needed.
8.12.4. The General Contractor is responsible to call for cleaning of the portable rest rooms.
8.12.5. The sanitation of the portable rest rooms MUST be maintained.
8.13. The General Contractor must have constant access to email and fax communications.
8.14. The General Contractor is responsible to maintain a worksite trailer in a scrupulously clean and organized manner.
8.15. The trailer is expected to have a desk, file cabinet, working phone w/ speaker feature, working fax/ copy machine, (copy
feature is mandatory), internet and email access, a plan table, an architect’s scale, an engineer rule, a calculator, a hole
punch, a staple, and other general office organization supplies.
8.16. A digital camera is to be locked up in the trailer at all times.
8.17. At times the General Contractor may be required to take photographs and get them somewhere to be emailed or put
on disk for the RaceTrac project manager.
8.18. The trailer is to house all municipal documents on display for all governing authorities’ inspections. Ie. Building/ tank/
D.O.T. Permits, green tags, OSHA warnings etc.
8.19. The trailer is to be set up in a manner as to not be in the mud during the rain seasons.
8.19.1. The General Contractor is responsible to put rock bedding down to the entrance of the construction trailer. The
trailer entrance should be loosely based on the detail for the construction entrance.
8.20. The General Contractor is to submit Request For Information’s for finishes with samples within 1 (one) month of project
commencement.
8.21. The General Contractor is responsible to maintain a laser transit for shooting daily grades at all times.
8.22. The General Contractor is responsible to assist the RaceTrac project manager with shooting grades during weekly site
visit.
8.23. The General Contractor is responsible to frequently shoot grades. The grades are to be logged in the blue book by the G
.C..
8.24. The General Contractor is responsible to provide a complete and accurate AS Built of final elevations.
8.25. The General Contractor is responsible to provide a date log and depiction of every concrete pour.
8.26. The General Contractor is responsible to maintain a weather gauge for daily readings onsite.
8.27. The General Contractor is expected to maintain a weather log in the blue book on a daily basis.
RaceTrac Standards, Process and Procedures
Page 6
8.28. The General Contractor is responsible to keep the RaceTrac project manager informed of site progress by daily email
site reports.
9. Quality Control
9.1. The General Contractor is responsible to ensure all work is free from flaw and or services provided are of top quality
and craftsmanship.
9.2. RaceTrac project manager will have any work that is flawed or deemed poor quality, craftsmanship or sub grade
materials removed and replaced at no cost to the owner.
9.2.1. ie. Cracks in concrete will need entire slabs replaced, tile in restroom that does not have level grout lines or is
poor quality craftsmanship will need to be taken down and reworked from the beginning. Etc. This applies to
everything.
9.3. The superintendent is responsible to ensure that all measurements and dimensions are accurate.
9.3.1. Any improperly positioned items (ie. Sub surface utilities, slab rough in utilities, above ceiling M.E.P., Entire walls,
etc.) Will be repositioned to correct location at no cost to the owner.
9.4. The General Contractor is responsible to ensure all grades are accurate.
9.4.1. All final grades that are not accurate will result in the need to remove large portions of concrete, rework the base
and re-pour concrete at the General Contractor expense.
9.5. The General Contractor is responsible to meet with the RaceTrac project manager during the weekly site visit to discuss
scheduling, drawing concerns, changes and sub contractor workmanship.
10. WARRANTY OF WORK
10.1. The General Contractor should be familiar with the warranty section of the contract. Warranty start and duration
information is listed under the warranty section.
10.2. Warranty call response time is 4 hours for the first 30 days after opening. The general contractor must have warranty
vendor onsite in less than 4 hours after receiving contact. That is 24 hours a day 7 days a week. Failure to respond in
less than 4 hours will cause immediate action from our store support and or maintenance divisions. A vendor or
RaceTrac’s choice will be sent to resolve the issue. The general contractor will be financially responsible for any
invoices regarding the warranty call.
11. JOB COMPLETION and CLOSEOUT PROCESS
11.1. Work is not considered complete until all utilities are turned over into RaceTrac petroleum’s account, ALL punch list
items are satisfied, all store turn over documents are complete, all closeout documents listed on Exhibit B are
accounted for, and the store is operational and free from defect. At this point the General Contractor will coordinate a
one-year warranty period with a RaceTrac representative in writing.
11.2. Final Draw cannot be completed until RaceTrac has a copy off ALL test results performed during construction.
12. DRAWINGS, BLUEPRINTS and AS-BUILDS
12.1. The General Contractor is responsible to manage and maintain organized drawings in the construction trailer.
12.1.1. Purchasing the drawings is the general contractor’s responsibility.
12.1.2. The contractor MUST immediately order new drawings for the trailer or tradesmen upon any request from a
RaceTrac representative.
12.2. The General Contractor should always try to resolve site issues within their organization when possible.
12.2.1. The General Contractor should be intimately familiar with our drawings and ensure that the solutions are the
architects or engineers intent.
12.2.2. The General Contractor is responsible to answer all plan related questions to the tradesmen.
12.2.3. The General Contractor should contact the RaceTrac project manager with drawing issues before
implementation.
12.2.4. Any issues within the drawings that require an architect’s input are to be immediately brought to the RaceTrac
project manager’s attention.
12.2.4.1.
Issues should be brought forth with potential solutions already thought out.
12.2.4.2.
The General Contractor is to maintain a log of drawing/ plan issues as they occur.
12.2.4.3.
The General Contractor is to email or fax a log of the issue to both the job trailer and the RaceTrac
project manager.
RaceTrac Standards, Process and Procedures
Page 7
12.3. The General Contractor will provide RaceTrac with both auto-cad drawn and .pdf files of the as-built drawing. The
General Contractor is to also provide digital photos of the underground utilities with the as-built. Civil engineers must
create the professional as-built drawings.
12.3.1.
The as-built drawings are to be drawn at the time of rough in while the trenches are exposed. The asbuilt drawings are to include all utility inverts.
12.3.2.
The final rendition of the as built is required to be provided on C.D. in both PDF format and auto-cad
file.
12.3.3.
The as-built drawings are to include utility position from property lines.
12.3.4.
A separate as built will be required for storm water, sewer, electrical (including phone and
communications), all petroleum piping, fuel tank position with serial numbers and product listing,
grease trap, landscape irrigation, hot and cold water. All subsurface items are to be documented. Even
if not listed here.
12.3.4.1.1.
Sanitary and Storm water as-built is to include the invert of each basin as well as the invert of
every pipe connection and clean out.
12.3.4.1.2.
All water, electrical and petroleum piping must be noted with grade points at to top of utility.
12.3.5.
RaceTrac will request civil engineering firm to provide AutoCAD source file of site and utility plan to
general contractor for this purpose. The general contractor will be responsible to sign non-disclosure
form.
13. FORMS and DOCUMENTATION
13.1. The General Contractor is expected to manage the RaceTrac blue book on a daily basis
13.1.1. The blue book is Racetrac’s document book. It provides general reference on items such as the veeder root
and Electrical Panels. The book has many daily checklist and forms that must be filled in.
13.1.2. Every checklist and form within the bluebook is to be filled in by the General Contractor as work progresses.
13.1.3. The General Contractor is to be responsible for maintaining a daily weather log in the blue book.
13.1.4. Approved rain day forms are to be logged in the blue book as well.
13.1.5. The General Contractor must log daily erosion control inspections in the bluebook.
13.1.6. The General Contractor must manage the tank interstice vacuum logs as well as the petroleum piping pressure
logs in the blue books on a daily basis.
13.1.7. The General Contractor must log time and temperature with the vacuum and pressure logs.
13.1.8. The General Contractor is responsible to frequently shoot grade spot-checks and maintain the elevations in
the blue book.
13.1.9. The General Contractor is responsible to assist RaceTrac project manager in filling out pre-opening checklists
and site survey forms.
13.1.10. Forms may require photographic back up of specific reference points.
13.1.11. The General Contractor is responsible to maintain a log of all plans and site discrepancies.
13.1.12. The General Contractor is responsible to log all Dottie/ One Call ticket numbers into the blue book.
13.1.13. The General Contractor is responsible to log all equipment serial numbers and condition into the blue book
upon inspection.
13.2. The General Contractor is responsible to log all equipment and equipment delivery information into the blue book.
13.2.1. The General Contractor is responsible to log equipment delivery times into blue book with serial numbers.
13.2.2. Any damages or inventory discrepancies are to be immediately logged into the blue book and then reported to
RaceTrac project manager.
13.2.3. The equipment serial numbers are to be immediately logged into the blue book during the inspection process.
13.3. The General Contractor is responsible for obtaining all equipment documentation shipped with each product.
13.3.1. The General Contractor must completely and legibly fill out all equipment documentation including service
warranty forms.
13.4. The General Contractor is expected to manage an organized file system for all equipment documentation
13.5. Including shipping tickets, packing slips, warranty cards, owner’s manuals, installation guides, trouble-shooting guides,
and authorized service center guides until job completion.
13.5.1. Any notes or scratch sheets used during inventory are to be stapled to shipping ticket, packing slip and
warranty cards.
RaceTrac Standards, Process and Procedures
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13.6. The General Contractor is to maintain a mirror copy of all shipping tickets, packing slips, warranty cards and scratch
sheets for the RaceTrac project manager to pick up on weekly visit.
13.7. The General Contractor must file and organize every document associated with the job.
14. EQUIPMENT, SUPPLIES and MARKETING ITEMS
14.1. The General Contractor is responsible to receive all equipment, supplies and marketing items ordered by RaceTrac.
14.1.1. It is General Contractor responsibility to unload all deliveries. This includes bulk order and large equipment
shipments. (ie. 12 foot sandwich cooler, 600 lbs of palletized marketing supplies and Delfield cold pan millwork,
etc.)
14.2. The General Contractor is expected to check all equipment, supplies and marketing items that are delivered.
14.2.1. All equipment, supplies and marketing items are to be inventoried and inspected for shipping damage prior to
accepting.
14.2.2. Items with significant shipping damage are to be turned away, documented in the blue book and immediately
reported to RaceTrac project manager.
14.2.3. The General Contractor is to immediately notify the vendor and shipping company.
14.2.4. All equipment, supplies and marketing items are to be unpacked and thoroughly inspected for general and
unseen damage and properly inventoried within 24 hours of receipt.
14.2.5. Any damages or inventory discrepancies are to be immediately logged into the blue book and then reported to
RaceTrac project manager.
14.2.5.1.
The General Contractor is to immediately notify the vendor.
14.3. The General Contractor is responsible for all equipments, materials or supplies (etc.) on the site at ALL times. Any
items that are vandalized, stolen or damaged during shipment or installation are the General Contractor
responsibility to replace. The General Contractor is financially responsible for all RaceTrac ordered equipment and
supplies until the RaceTrac operations department accepts the store on opening day.
14.3.1. It is the General Contractor responsibility to provide due diligence on re-securing all items of this nature.
14.3.2. In short. If it is on the site; it is the General Contractor responsibility.
14.4. The General Contractor is expected to maintain a large construction storage container onsite to receive all store
equipment into.
14.4.1. The container will need to be delivered prior to the Release of any RaceTrac equipment or supplies.
14.4.2. The General Contractor is responsible to relocate on site as needed.
14.5. The General Contractor is responsible to assist RaceTrac project manager in reviewing new equipment deliveries
from previous week.
15. RACETRAC VENDORS and TASK SPECIFIC CONTRACTORS
15.1. The General Contractor is expected to coordinate and manage RaceTrac trade specific contractors.
15.2. The General Contractor will often need to commit sub contractors to complete certain tasks prior to the RaceTrac
trade specific contractor’s arrival and or any RaceTrac representative’s arrival so that the contractors or RaceTrac
representatives may complete their task in a manner that corresponds with the schedule or bid and schedule that
they submitted to RaceTrac.
15.3. The General Contractor is required to work respectfully with all RaceTrac trade specific contractors.
15.4. Trade specific contractors commonly dictated by RaceTrac are:
15.4.1. Canopy contractors
15.4.2. Millwork installers
15.4.3. Beverage installation contractors
15.4.4. CO2 tank contractors
15.4.5. Graphics installers
15.4.6. Air water station contractors
15.4.7. Pay phone installation contractors
15.4.8. ATM installation contractors
15.4.9. Ice box installation contractors
15.4.10. Metal Roof Installers
15.4.11. Cigarette fixture installers
15.4.12. Security System installers
15.4.13. Surveyors
RaceTrac Standards, Process and Procedures
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15.4.14. Geo Technical consultants
15.4.15. Environmental consultants
15.5. The General Contractor is expected to manage the vendor equipment list that is in the blue book.
15.6. The General Contractor is expected to call vendors and release equipment as required.
15.7. The General Contractor is to maintain respectful relationship with all RaceTrac vendors.
15.8. The General Contractor is responsible to discuss equipment needs with the RaceTrac project manager on a weekly
basis.
15.9. Fabrication and lead times must be paid close attention to.
15.10. Any vendor fees incurred due to miscommunication by the General Contractor will be passed back to the General
Contractor via a back charge form.
15.11. Any vendor fees incurred due to the General Contractor not being prepared for receipt of requested shipment will be
passed back to the General Contractor via a back charge form.
RaceTrac Standards, Process and Procedures
Page 10
LUMP SUM CONSTRUCTION CONTRACT
(CONTRACT PRICE $______________)
This LUMP SUM CONSTRUCTION AGREEMENT (the “Agreement”), dated this _______ day
of______________, 2012 (the “Effective Date”), is entered into by and between RACETRAC PETROLEUM, INC.,
a Georgia corporation with a principal place of business at 3225 Cumberland Boulevard, Suite 100, Atlanta,
Georgia 30339 (“RaceTrac”) and _____________________________________ a _________________
corporation with a principal place of business at ____________________________________ (“Contractor”).
RaceTrac and Contractor may be individually referred to herein as a “Party,” and collectively, as the “Parties.”
RECITALS
WHEREAS, RaceTrac is the owner of that certain real property located at [insert address or legal
description of property] (the “Property”); and
WHEREAS, Contractor has submitted a bid and proposal (the “Bid”) to RaceTrac to build a gasoline
station and convenience store upon the Property and is ready, willing and able to enter into this Agreement as an
independent Contractor to perform the Work and construct the Project (as hereinafter respectively defined) in
accordance with the terms herein; and
WHEREAS, RaceTrac has accepted the Bid.
NOW, THEREFORE, in consideration of the foregoing statements, which are made a part hereof and
incorporated herein, and the mutual covenants and agreements of the Parties contained in this Agreement, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties
hereby agree as follows:
Section 1.
The Work.
1.1.
Scope of the Work: Contractor will supply for the Contract Price (as hereinafter defined) all
work (the “Work”), including, but not limited to, all required licenses, permits, labor, materials, equipment,
hoisting, scaffolding, protection, transportation, scheduling, coordination, temporary power, supervision, sales
taxes, security and coordination necessary to construct and complete expeditiously, in a good and workmanlike
manner, a convenience store and gas station upon the Property as depicted and described in the Contract
Documents (as hereinafter defined) or reasonably inferable therefrom (the “Project”). The Work comprises the
completed construction required by the Contract Documents as defined below.
1.2.
Contract Documents Defined: The term “Contract Documents” as used herein refers to this
Agreement, all Change Orders (as hereinafter defined), Addenda, Amendments, Schedules A through J and all
documents identified in those Schedules, all of which shall be considered part of this Agreement and are
incorporated by express reference:
Schedule A
Schedule B
Schedule C
Schedule D
Schedule E
Schedule F
Schedule G
Schedule H
Schedule I
Schedule J
Schedule of Drawings and Specifications
Contractor’s Checklist for Final Draw
Construction Schedule
Application and Certificate for Payment
Certificate of Contractor
Form Lien Waivers
Tax Letter
Pre-Bid Meeting Minutes
Authorized Representatives
2010 Americans with Disabilities Act
Standards for Accessible Design.
The Contract Documents are binding on the Contractor and may be modified only by Change Order. The
Contract Documents are intended to portray a complete and operating facility and include all items necessary to
produce a complete and operating facility in accordance with best trade practices, as displayed on the Contract
Documents.
1.2.1 Order of Precedence: The Contract Documents are intended to be read together in their
entirety and complementary with one another, with anything required by one required by all. In the event of any
conflicts within the Contract Documents that cannot be reconciled by a reasonable interpretation, this document,
the Agreement itself, shall take precedence. In the event of a conflict within any of the provisions of this
Agreement, the more stringent requirement shall apply.
1.3. Investigation by Contractor: Contractor has made a complete investigation of the jobsite and its
environs, and has carefully reviewed the Contract Documents, and all Schedules thereto including, without
limitation, the drawings and specifications referred to in Schedule A hereto, as well as the building codes, zoning
laws, and other ordinances, laws and regulations applicable to the Work. Contractor hereby acknowledges that
RaceTrac is relying on Contractor's expertise to properly investigate such things. To the extent that RaceTrac
obtains information (such as a geotechnical report or soil boring logs) about the soil or subsurface conditions,
RaceTrac agrees to provide this information to the Contractor. This information is not, however, a warranty of
subsurface conditions, but rather is offered as an aid in bidding only and it is not a part of the Contract
Documents. RaceTrac assumes no responsibility for any variation between this information and the materials
encountered during construction.
1.3.1 Risk of Unforeseen Subsurface Conditions: The Parties expressly agree and understand
that the costs required to complete the Work could vary significantly in the event subsurface conditions are
encountered which are materially different than those anticipated. This Agreement allocates the risk of differing
site condition to the Contractor. Accordingly, notwithstanding any other provision in this Agreement or the
Contract Documents, it is expressly agreed and understood by the parties that Contractor assumes all financial
risks of unforeseen, unanticipated, or differing subsurface conditions with the sole exception of risks associated
with any information about subsurface conditions obtained by RaceTrac (such as a geotechnical report or soil
boring logs), but not given to the Contractor. To the extent that RaceTrac obtains such information (i.e.,
geotechnical report or soil boring logs) about the soil or subsurface conditions, RaceTrac agrees to provide this
information to the Contractor. This information is not, however, a warranty of subsurface conditions, but rather is
offered as an aid in bidding only and it is not a part of the Contract Documents. RaceTrac assumes no
responsibility for any variation between this information and the materials encountered during construction. This
Agreement does not include a differing site conditions clause because the risk of increased costs due to differing
subsurface conditions is on the Contractor, not RaceTrac. By entering this Agreement, Contractor acknowledges
that it has taken this financial risk into account in its Contract Price. Should an unanticipated subsurface
condition, of any kind (except as excluded above) or magnitude, be encountered, such will not be the basis of an
increase in the Contract Price, but may be the basis for an increase in the amount of time to perform the work. To
the extent this Section conflicts with any other provision of the Contract Documents, this Section shall take
precedence.
1.3.
Value Engineering: Contractor will review all drawings, specifications, and other Contract
Documents with a view to improving quality or serviceability and reducing price and will propose to RaceTrac
appropriate revisions to the Contract Documents whenever appropriate. If Contractor requests or proposes any
modification or addition to the Work, that request or proposal shall be governed by Section 2.2 of this Agreement.
1.4.
Materials Brought to the Worksite: Material Safety Data (MSD) sheets as required by law and
pertaining to materials or substances used or conserved in the Work, whether obtained by the Contractor,
Subcontractors, the Owner or others, shall be maintained at the Project by the Contractor and made available to
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the Owner. The Contractor shall be responsible for the proper delivery, handling, application, storage, removal
and disposal of all materials and substances brought to the Worksite by the Contractor in accordance with the
Contract Documents and used or conserved in the performance of the Work. To the extent caused by the
negligent acts or omissions of the Contractor, its agents, officers, directors, and employees, the Contractor shall
indemnify and hold harmless the Owner, its agents, officers, directors, and employees, from and against any and
all claims, damages, losses, costs, and expenses, including but not limited to attorney’s fees, costs, and expenses
incurred in connection with any disputed resolution process, arising out of or relating to the delivery, handling,
application, storage, removal, or disposal of all materials and substances brought to the Project in accordance with
the Contract Documents. The terms of this paragraph shall survive the completion of the Work or any termination
of this Agreement.
Section 2.
Changes, Inspections and Correction of the Work.
2.1.
Changes in the Work: RaceTrac may require Contractor to change the Work, and the Contract
Price will be increased or decreased to equitably compensate or reimburse, as the case may be, Contractor or
RaceTrac for increases or decreases in the Work. Changes may only be made in writing, and the amount of the
increase or decrease will be agreed to in advance of Contractor taking any action or incurring any cost in
connection with such change.
2.2.
Change Orders: If RaceTrac requests any modification or addition to the Work (a “Change”),
such request shall be evidenced by a written order (a “Change Order”). No Change Order shall be binding unless
and until signed by an authorized representative from the corporate office of RaceTrac (an “Authorized
Representative”). An exclusive list of Authorized Representatives is attached hereto as Schedule I, as Schedule I
may be amended from time to time in a signed writing delivered from RaceTrac to Contractor. IT IS
EXPRESSLY UNDERSTOOD AND AGREED THAT A RACETRAC PROJECT MANAGER DOES NOT
HAVE AUTHORITY TO ISSUE, EXECUTE, OR APPROVE A CHANGE ORDER. A Change Order shall
thereafter be incorporated into and become a part of this Agreement and the Change Order shall be deemed to be
part of the Work. If a proposed Change will increase or decrease the cost of the Work or delay completion of the
Work, Contractor shall submit to RaceTrac a written proposal outlining the increase or decrease in cost and any
revision to the Construction Schedule for completion of the Work. RaceTrac, in its sole discretion, may accept or
reject any such proposal or require Contractor to provide additional information regarding any such proposal. If
acceptable to and signed by an Authorized Representative of RaceTrac, such proposal shall become part of the
Change Order. No increase in the cost of the Work or revision to the Construction Schedule shall be binding
unless the applicable proposal is signed by an Authorized Representative of RaceTrac prior to commencement of
the Change. RaceTrac reserves the right at all times to perform or hire any other party to perform any addition or
modification to the Work and in such event such addition or modification shall not be covered by this Agreement.
No oral change orders or oral authorizations are permitted or shall be recognized under this Agreement.
2.3.
Correction of the Work: If it is the opinion of RaceTrac, in its sole discretion, that all or any
portion of the Work has not been satisfactorily completed, RaceTrac may reject the defective Work or materials
and so notify Contractor, listing such unsatisfactory portions of the Work. Contractor shall, within twenty-four
(24) hours after receiving notice of defect, proceed to remove from the Property all materials rejected by
RaceTrac or RaceTrac’s representative, whether worked or unworked, and to remove all portion of the Work that
shall by like notice be rejected as unsound or improper or in any manner failing to conform to RaceTrac’s
specifications and shall make good all Work thereby rejected. Any defective Work and materials shall be
remedied or replaced at Contractor’s sole expense. If Contractor should fail to perform such repair or replacement
within seventy-two (72) hours following the notice informing Contractor that the Work or any portion thereof was
unsatisfactory, RaceTrac may in its sole discretion elect to perform or arrange to perform such Work and either
deduct the cost thereof from any amounts due or thereafter to become due to Contractor, or bill Contractor for the
cost of such Work.
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2.4.
Cutting and Patching: Contractor will perform cutting and patching necessary to join the
Contractor's work with existing structures and with the work of other contractors so that the finished Work will
have a smooth, neat, and finished appearance.
2.5.
Alternate Materials: RaceTrac will inform Contractor of its selection of alternate materials in
writing, and the Contract Price will be adjusted accordingly.
2.6.
Substitutions: Contractor will make no substitutions without the prior written approval of
RaceTrac. If Contractor proposes or (with RaceTrac's prior approval) installs any substitutions for Work called
for by the Contract Documents, Contractor guarantees these shall be equal in quality, function, and appearance to
the items called for by the Contract Documents, and that substitutions are as easily maintained and of equal
durability to specified items.
2.7
Assignment: This Agreement shall not be assigned, delegated or transferred in whole or in part
by Contractor, nor shall Contractor assign any monies due or to become due to it, without the prior written
consent of RaceTrac.
Section 3.
Scheduling, Commencement, and Completion of Work.
3.1.
Scheduling: In conjunction with the presentation of the Bid to RaceTrac, Contractor prepared a
project schedule that shows, in graphic form, the Contractor's plan for timely completion of the Work (the
“Construction Schedule”), which Construction Schedule is attached to this Agreement as Schedule C. Contractor
will order Work, equipment, and materials, including the release of equipment and materials from RaceTrac or
RaceTrac’s vendors, with sufficient lead time to avoid interruption of the Work and to meet the deadlines in the
Construction Schedule. Contractor, at its own expense, will employ such overtime as may become necessary for
the timely completion of the Work according to the Construction Schedule.
3.2.
Commencement of the Work: Contractor will not have any equipment or materials delivered to
the Property prior to the date on which RaceTrac has given Contractor written notice to do so. Within three days
after written notice, Contractor will commence work on the Project, and will continue diligently thereafter, until
the completion of the Work.
3.3.
Delays and Extensions of Time: Contractor has taken into account inclement weather that is
normally likely to occur, and the Construction Schedule will not be extended for normal inclement weather. For
extraordinary inclement weather, and for earthquake, flood, fire, hostile action, and other causes beyond the
control of Contractor, RaceTrac will grant Contractor reasonable extensions of time provided Contractor applies
for such extensions of time in writing no later than ten days after any such occurrence. Extensions of time will
not be granted for delay to portions of the Work unless the delay to such portions of the Work necessarily delays
the completion date of the entire Work. Contractor understands that in the event of delay, RaceTrac will suffer
damages.
3.3.1. No Damages for Delay: Contractor agrees to prosecute the Work and to require all
subcontractors to prosecute the Work in a timely and proper method and manner so as to meet the dates reflected
on the Construction Schedule. In the event that Contractor is delayed in the prosecution of the Work, then
Contractor may request a time extension. Under circumstances entitling Contractor to a time extension,
Contractor agrees that such time extension, if any, is its sole and exclusive remedy for any damages caused by
delays. Contractor further agrees that RaceTrac shall not be liable for any monetary damages or other schedule
related damages including damages for acceleration, disruption or suspension of the Work regardless of the cause
of such damages. RaceTrac shall not be liable for home office overhead expense or consequential damages
should the Work be delayed, suspended, accelerated or disrupted for whatever reason.
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3.4.
Upon completion of the Work, Contractor shall notify RaceTrac in writing that the Work is
complete and ready for final inspection. If upon receipt of such notice and inspection thereof, it is the opinion of
RaceTrac that the Work has been satisfactorily completed in accordance with this Agreement, RaceTrac shall give
Contractor a written Notice of RaceTrac’s Final Acceptance of the Work (the “Notice of Final Acceptance”). The
date of the Notice of Final Acceptance shall be the date of “Substantial Completion” of the Work. Without
limiting any of the foregoing, Contractor specifically agrees that the issuance of a certificate of occupancy shall
not constitute substantial completion of the Work.
3.5.
Application for Final Payment: After receipt of the Notice of Final Acceptance, Contractor shall
submit to RaceTrac its final Application for Payment (as that term is defined herein), which shall include a
request for payment of the unpaid ten percent (10%) retainage of all previously approved Applications for
Payment as provided in Section 6.1 hereof. Prior to final payment by RaceTrac, Contractor shall furnish
RaceTrac a certificate properly executed by its duly authorized officer in the form attached hereto as Schedule E
(the “Certificate”) and all deficient items lists shall be completed to the satisfaction of RaceTrac.
3.6.
Final Payment: Subject to the requirements of this Agreement, approximately thirty (30) days
after the receipt of the final Application for Payment, the Certificate, all items listed on Schedule B, the applicable
certificate(s) of occupancy related to the Work and the Project, and Contractor’s tax letter in the form attached
hereto as Schedule G, RaceTrac shall pay to Contractor the balance of the Contract Price owed to Contractor
(such payment referred to herein as the “Final Payment”).
3.7.
Warranty of Title: Contractor warrants and guarantees that title to all Work, material and
equipment covered by an Application and Certificate for Payment will pass to RaceTrac upon the receipt of
payment by Contractor, free and clear of all liens, claims, security interests and encumbrances.
3.8
General Warranty and Correction of Work: In addition to any warranties contained in the Contract
Documents and any manufacturer's warranties applicable to the materials and equipment furnished, Contractor
warrants to RaceTrac that all materials and equipment furnished on the Project by Contractor, RaceTrac, or
otherwise, in the performance of the Work will be new unless otherwise specified, and that all Work will be of
good quality, free from faults and defects and in conformance with the Contract Documents. All Work not
conforming to these standards shall be considered defective. If, within one (1) year after the date on which Final
Payment is made, any of the Work is found to be defective, Contractor shall correct it promptly to comply with
the requirements of the Contract Documents after receipt of a written notice from RaceTrac to do so. Contractor
shall bear all costs of correcting such defective Work. All defective or non-conforming Work shall be removed
from the Project by Contractor at Contractor’s sole cost and expense. In the event Contractor fails to correct the
defective Work, RaceTrac may correct it and hold Contractor liable for any and all costs, expenses and damages,
including attorneys' fees and litigation expenses incurred by RaceTrac.
3.9
Destruction of the Work: In the event the Work is damaged or destroyed in whole or in part by
fire, earthquake, flood, or other peril, the time for completion of the Project will be appropriately extended, and
the Contractor shall rebuild at no expense to RaceTrac.
3.10
Inspection and Testing: Contractor will make all parts of the Work accessible for inspection and
testing. Any portion of the Work covered up before inspection and testing have taken place will be opened up and
replaced at Contractor's expense. Contractor will pay fees for inspection and testing called for by the Contract
Documents and/or by RaceTrac.
3.11
Survey: Contractor will employ a licensed surveyor to locate the boundaries of the Property, set
the benchmarks, and to prepare an as-built survey that will accurately locate the buildings and facilities called for
by the Contract Documents.
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3.12
Utilities: Until such time as a gas station and convenience store is opened for business on the
Property by RaceTrac, Contractor will provide, at its own expense, all power, water, gas, communication, and
other utilities, including temporary utilities, that are used or consumed in the prosecution of the Work
3.13
Disputes as to the Scope of the Work: If RaceTrac and Contractor disagree as to the scope of the
Work required to be performed by Contractor for the Contract Price, Contractor will promptly and diligently
perform the Work as required by RaceTrac, and will not slow or stop the progress of the Work. Such disputes
will be resolved in accordance with Article 12 as set forth below.
Section 4.
Permits and Compliance with Law.
4.1.
Building Permits: Contractor represents and warrants that it will obtain building permits as
outlined in the Bid, and that the Contract Price includes all costs to be incurred therefor. It is expressly
understood, however, that RaceTrac will only reimburse Contractor for the actual cost of the building permit.
4.2.
Compliance With Codes and Laws: Contractor represents that it is familiar with and will comply
with all applicable laws, ordinances, building codes and regulations, applicable to the Work, including, without
limitation, environmental laws and safety regulations, the 2010 Americans with Disabilities Act Standards For
Accessible Design, and that the Contract Price includes all costs to be incurred for such compliance.
4.3.
Contractor's License: Contractor represents and warrants that it, and its subcontractors, have the
authority to do business and are properly licensed in all jurisdictions applicable to the Property, and will remain so
continuously during the progress of the Work.
4.4.
Safety: Contractor will implement a safety program for the protection of all persons on the
Property and in the environs of the Work. Without limiting Contractor's obligations to RaceTrac under Section 10
hereof, Contractor will indemnify RaceTrac and hold it harmless from and against all claims, liabilities, fines,
penalties, loss and expense, including attorney's fees, caused by or contributed to by unsafe conduct tolerated by
Contractor or its subcontractors of any tier.
4.5.
Land Disturbance Rules and Regulations: Contractor’s obligations hereunder shall include the
obligation to provide all necessary notices including, but not be limited to, timely filing of [the Notice of Intent
and Notice of Termination (both of which relate to stormwater discharges associated with construction activity
pursuant to applicable land disturbance rules and regulations), and/or] any documents and notices required by the
governing jurisdiction of the Property as related to stormwater discharge or other land disturbance rules and
regulations. Contractor shall ensure that stormwater is handled according to best management practices and in
accordance with any and all applicable laws, ordinances and regulations. WITHOUT LIMITING
CONTRACTOR'S OBLIGATIONS UNDER THIS AGREEMENT, CONTRACTOR AGREES TO BE
RESPONSIBLE FOR AND INDEMNIFY AND HOLD RACETRAC HARMLESS FROM AND AGAINST
ANY OBLIGATION, COST, LIABILITY, OR OTHER EXPENSE (INCLUDING, WITHOUT LIMITATION,
FINES, PENALTIES, LEGAL FEES, AND COURT COSTS) FOR FAILING TO COMPLY WITH ALL
FEDERAL, STATE, MUNICIPAL, LOCAL OR OTHER GOVERNMENTAL LAWS, ORDINANCES, RULES
OR REGULATIONS.
4.6.
Fringe Benefits: Contractor will pay all employee benefits, including, without limitation, fringe
benefits incurred under any collective bargaining agreement, and will furnish to RaceTrac and RaceTrac's auditors
satisfactory evidence to show these have been paid up to the amount due at the time of any scheduled payment
from RaceTrac to Contractor. If Contractor or any subcontractor is listed by the administrative office of any
fringe benefit trust as delinquent in payment, whether on this Project or other projects, such listing shall be a
Default under this Agreement. RaceTrac may make payments on behalf of Contractor and deduct the amount
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from Contractor's earnings. Contractor will indemnify and hold RaceTrac harmless from and against all fringe
benefit claims against Contractor or its subcontractors.
Section 5.
Subcontractors.
Subcontractors have no direct contractual relationship with RaceTrac. Contractor will make copies of all
subcontracts available for inspection by RaceTrac, including any modifications and change orders applicable to
such subcontracts. Contractor will revise any subcontract provision to which RaceTrac has objection.
Section 6.
Payment.
6.1.
Payment: Subject to the terms of this Agreement, RaceTrac will pay Contractor the sum of
$__________ (the “Contract Price”). From time to time (but no more often than once per calendar month)
Contractor may submit an application for payment to RaceTrac with an itemized Application and Certificate for
Payment in the form of Schedule D attached hereto (each an “Application for Payment”) for all Work completed
by Contractor, less the aggregate of all previously approved Applications for Payment. Each Application for
Payment shall also include a list of all subcontractors and suppliers and amounts owing to each for such portion of
the Work. Subject to the requirements of this Section 6, RaceTrac shall pay Contractor an amount equal to ninety
percent (90%) of the value of labor and materials for acceptable Work completed and contained within each
Application and Certification for Payment.
6.2.
Use of Funds: Contractor agrees that any funds and/or payment it receives in performance of this
Agreement shall be held in trust by Contractor for the benefit of its subcontractors, suppliers, laborers or
materialmen on the Project and Contractor shall not have any interest in such funds until all of the obligations on
the Project have been satisfied in full. Contractor further agrees that any funds received shall be used exclusively
for the prosecution of this Project, and none will be diverted to satisfy other obligations of Contractor. Any
diversion of the funds from this Project to satisfy the Contractor’s obligations on another project constitutes a
Default under this Agreement.
6.3.
Release of Liens: Notwithstanding any provision herein to the contrary, no payment from
RaceTrac shall become due or payable unless and until Contractor furnishes original affidavits, releases and/or
waivers, in the form attached hereto as Schedule F or as otherwise requested by RaceTrac, with respect to all
claims, demands, liens and claims for liens, of any kind, of any person, firm or corporation who may have
performed labor and services or furnished materials in connection with the Work (each a “Lien Waiver” and
collectively “Lien Waivers”). Such Lien Waivers shall be attached to each Application for Payment with respect
to Work completed to the date of the Application for Payment. RaceTrac may retain and pay out of any monies
due hereunder an amount sufficient to completely indemnify RaceTrac against such claims, demands, liens and
claims for liens if Contractor fails or neglects to furnish such affidavits, releases and/or waivers as may be
required by RaceTrac, and the amount of any such payment shall be deducted from any amounts otherwise due
and owing to Contractor hereunder.
6.4.
Statement of Contractor and Subcontractors: RaceTrac may at any time require from Contractor
or any subcontractor, laborer or materialman a certificate, affidavit or other statement of indebtedness of
Contractor to subcontractors, laborers or materialmen, and may withhold payment to Contractor until such
statement is furnished.
6.5.
List of Subcontractors: Notwithstanding any provision herein to the contrary, no payment shall
become due or payable until and unless Contractor furnishes to RaceTrac and keeps current a written list of every
subcontractor and supplier of materials in connection with the Work, including the correct mailing address,
telephone number and the name of the person to be contacted in reference to the Work to be performed by every
such supplier and subcontractor.
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6.6.
Joint Checks: RaceTrac reserves the right to make payments to Contractor in the form of checks
payable jointly to Contractor and to any of its subcontractors or suppliers that might have a right to assert a claim
of mechanic's lien against the Property. It is expressly agreed that the joint check funds are the property of the
ultimate recipient of the funds and not the property of the other joint payee.
6.7.
Backcharges: RaceTrac may withhold from Contractor one hundred fifty percent (150%) of the
amount it estimates it would cost to correct any defective Work, and may also withhold from Contractor the
amount that it reasonably estimates as any damages for delay in the completion of the Project.
6.8.
Payment Not Approval: No payment made by RaceTrac to Contractor shall be considered to be
evidence of RaceTrac's approval of portions of the Work completed by Contractor.
6.9.
Offsetting Obligations: RaceTrac may deduct from amounts due or to become due to the
Contractor pursuant to the Agreement any sums due or to become due to RaceTrac from the Contractor whether
or not the obligation arises out of the Work. RaceTrac may apply such deducted funds to any account, related or
unrelated to this Agreement, wherein the obligations of the Contractor have not been discharged as determined by
RaceTrac, and wherein RaceTrac’s interests are directly or indirectly involved.
6.10. Taxes: Contractor will pay all sales, use, business license, and other taxes imposed by public
authority on account of the Work. RaceTrac will pay the taxes imposed on the ownership of the Property and fees
and exactions of public agencies that are used to finance public improvements related to the Property.
6.11. Performance and Payment Bond: If a performance and payment bond are required, please
execute Rider “A” to this Contract.
Section 7.
Default.
The occurrence of any of the following shall constitute a “Default” under this Agreement:
7.1.
Contractor is or becomes unable to pay its debts when due;
7.2.
Any proceedings are brought seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief, of or with respect to Contractor, under the present or any
future Federal bankruptcy act or any other Federal or State law or regulation;
7.3.
Any proceedings are brought seeking the appointment of a receiver or similar officer of court
with respect to Contractor’s business;
7.4.
Contractor fails to supply adequate and competent supervision, or enough properly skilled
workmen or materials of the proper quality or quantity;
7.5.
Contractor fails to make timely payment to subcontractors, or for materials or labor;
7.6.
Contractor fails to comply with governmental laws, ordinances, rules, regulations or the
instructions of RaceTrac or RaceTrac’s representatives;
7.7.
in RaceTrac’s sole opinion, Contractor fails to diligently prosecute the Work; or fails to meet the
Construction Schedule; or fails to perform the Work in an acceptable or adequate manner; or
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7.8.
Documents.
Section 8.
Contractor fails to perform or observe any other provision of this Agreement or the Contract
Remedies.
8.1.
Termination of Contractor: If Contractor defaults under the Contract Documents, RaceTrac may,
in addition to any other remedies available hereunder or at law or equity, terminate Contractor's right to continue
performance and require the Contractor to demobilize from the Project. If RaceTrac exercises this remedy,
Contractor must leave all materials on the Property in place for the sole and exclusive use of RaceTrac to
complete the Project. Contractor must provide RaceTrac with all information needed by RaceTrac to effect an
efficient transition of the Work to RaceTrac's staff, or to other contractors selected by RaceTrac. RaceTrac, at its
sole option, may choose to require the Contractor to continue to complete the Work despite the Default.
Contractor shall reimburse RaceTrac for executive and administrative expense incurred as a result of the Default
and Contractor shall pay to RaceTrac all other damages that may be sustained by RaceTrac because of
Contractor's Default. Damages shall include compensation for the time and money expended by RaceTrac and its
staff occasioned by the Default.
8.2.
RaceTrac's Right to Stop the Work: In the event that Contractor fails to perform its obligations
under the Contract Documents, RaceTrac may stop the Work until Contractor has given RaceTrac satisfactory
reasonable assurances that Contractor will properly resume and diligently perform the Work.
8.3.
Other Remedies: In addition to the foregoing, RaceTrac may:
8.3.1 Supply workers and materials, equipment and other facilities as RaceTrac deems
necessary for the satisfactory correction of the Default, and charge the cost to the Contractor, who shall be liable
for the payment of same including reasonable overhead, profit and attorney’s fees.
8.3.2 Contract with others to perform such part of the Work as RaceTrac determines shall
provide the most expeditious correction of the Default, and charge the cost to the Contractor.
8.3.3
Withhold payment due the Contractor.
8.3.4 In the event of an emergency affecting the safety of persons or property, immediately
commence and continue satisfactory correction of such Default without first giving written notice to the
Contractor, but shall give prompt written notice of such action to the Contractor following commencement of the
action.
8.3.5 Pursue any and all remedies available at law or equity, including without limitation
damages (actual, consequential and incidental) and injunctive relief.
Section 9.
Term and Termination.
9.1.
Term: The “Term” of this Agreement shall begin on the date of execution hereof and, except as
otherwise provided for herein, shall end on the date of Substantial Completion of the Work.
9.2.
Termination for Convenience: At any time, by notice to Contractor, RaceTrac may terminate the
accrual of any future obligations under this Contract, and terminate the Contractor's continued performance. In
the event of such termination Contractor shall immediately cease performance of all Work and remove all of its
employees, agents and subcontractors from the Property. Unless otherwise directed by RaceTrac, Contractor shall
not remove any materials from the Property. Contractor shall not be entitled to recovery of damages related to or
arising out of such termination, including, without limitation, claims for costs, expenditures, or lost profits. In the
event of termination for convenience, RaceTrac shall pay to Contractor its actual costs incurred up to the
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provision of the notice of termination plus Contractor’s profit on a pro-rata basis to the portion of the Work
completed up to the provision of the notice of termination.
9.3.
Termination upon Default of Contractor: If the Contract is terminated due to Default, RaceTrac
shall have the right, without limitation of any of RaceTrac's other remedies hereunder or at law, to deduct from
any monetary obligation due from RaceTrac to Contractor, whether the obligation arises out of this Project or
otherwise, the amount of damage incurred by RaceTrac arising from the Default, including the cost of completing
the Work, and any excess over such balance shall be paid by Contractor to RaceTrac upon demand.
Section 10.
Indemnification.
10.1. General Indemnity: Contractor shall protect, defend, indemnify and hold RaceTrac, its agents,
employees, officers, directors, shareholders, attorneys, and any affiliate of RaceTrac (hereinafter collectively
referred to as the "Indemnitees" and each as an “Indemnitee”), harmless from and against any and all claims,
demands, suits, actions, liabilities, liens, losses, judgments, penalties, interest, court costs, legal fees, damages and
expenses of every kind and character whatsoever (the "Claims") incurred by or asserted against the Indemnitees
arising directly or indirectly out of the negligent acts or omissions or willful misconduct of Contractor, its
contractors or subcontractors, or their respective employees and agents, or arising out of Contractor's performance
of the Work or Contractor's failure to comply with the provisions of this Agreement or the Contract Documents,
or arising out of claims (including claims of negligence whether or not covered by any workers' compensation
laws or insurance) by any employee, agent, representative or independent contractor of Contractor or its
subcontractors, agents or independent contractors for personal injury or wrongful death alleged to have occurred
on the Property or in connection with the Work. This indemnity shall also extend to any claims for damage to
property, including but not limited to the property of Contractor, its subcontractors, RaceTrac, RaceTrac’s
contractors and subcontractors, or any third party. Upon notice by an Indemnitee, Contractor shall immediately
investigate, handle, respond to, provide defense for and defend (with counsel acceptable to RaceTrac) any such
claim, demand or action at its sole expense and will bear all other costs and expenses related thereto, even if the
same is groundless or fraudulent. At its option, such Indemnitee may choose the legal counsel that will defend it
and may control the defense and/or settlement of any such matter. In such event, Contractor shall reimburse
Indemnitee, within 30 days after request, for all expenses incurred by such Indemnitee related to such defense,
including all attorneys’ fees. If Indemnitee does not exercise its right to choose counsel, Contractor will instruct
counsel it chooses to keep Indemnitee informed of the progress of the dispute or litigation in such reasonable
detail as Indemnitee may request.
10.2. Intellectual Property Indemnity: Contractor shall indemnify and save RaceTrac harmless from
and against all costs, expenses, damages, losses or liability arising from infringement or alleged infringement of
the intellectual property of any third party, including, without limitation, any United States patent, by reason of
any equipment furnished by Contractor as a part of the Work.
10.3. Lien Indemnity: Contractor shall notify RaceTrac immediately of the filing of any liens
including, without limitation, laborer's, materialmen's or mechanic's liens, upon the Project and/or against the
Property and arising out of the services, labor or material furnished by Contractor or its subcontractors in
connection with or arising out of the Work. RaceTrac may, upon receipt of any notice of the filing of such lien,
require Contractor to furnish a bond within ten (10) days in an amount and with such sureties as may be approved
by RaceTrac, among the terms of which shall be to indemnify and save harmless RaceTrac from and against any
and all such liens upon or against the Work or the Property. In the event Contractor fails or refuses to furnish such
bond when so required, RaceTrac shall have the right to pay any sums necessary to obtain the release of such liens
and to offset the amount paid therefor from any moneys owed to Contractor or to require Contractor to pay any
such sums directly.
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10.4
Americans with Disabilities Act Indemnity: To the fullest extent permitted by law, Contractor
shall fully indemnify and save RaceTrac harmless from and against all liability, damage, losses or liability caused
by, or to the extent alleged to be cause by a failure of Contractor to conform with the standards and requirements
set forth in the 2010 Americans with Disabilities Act Standards for Accessible Design.
10.5
Environmental Indemnification: The Contractor shall indemnify the Owner for the cost and
expense the Owner incurs (1) for remediation of a material or substance brought to the site and that Contractor
negligently handles, or (2) where the Contractor fails to comply with any requirements in the Contract Documents
regarding Hazardous Materials.
Section 11.
Insurance.
11.1. Commercial General Liability Insurance: Before commencing Work, Contractor will deliver to
RaceTrac a Certificate of Insurance showing that Contractor has in force a commercial general liability insurance
policy with broad-form property damage and bodily injury coverage, covering liability assumed by contract,
completed operations, explosion, collapse, underground hazard, contractor’s pollution liability and products
liability, affording $1,000,000.00 in coverage for each occurrence and $2,000,000.00 in the aggregate and
$2,000,000.00 coverage for products-completed operations. These limits shall apply per project and shall be
evidenced by Endorsement Form #CG2503 which shall be attached to the Certificate of Insurance. The
completed operations coverage will begin when all work has been completed and shall continue until the
applicable Statute of Repose applies or for such period as may be required by contract. The Certificate of
Insurance will name RaceTrac as an additional insured covering both ongoing and products-completed operations
which shall be evidenced by attaching copies of Endorsement Forms #CG2010 and #CG2037 (or their equivalent)
and will provide that Contractor's coverage is primary without any contribution from any other insurance
afforded to or maintained by RaceTrac, and will provide a waiver of subrogation in favor of RaceTrac. The
Certificate will provide that the insurance may not be cancelled or modified without 30 days prior written notice
to RaceTrac.
11.2. Workers' Compensation Insurance: Contractor will maintain in force statutory workers'
compensation and employer's liability insurance of $1,000,000.00 at all times during the performance of the Work
and will provide a waiver of subrogation in favor of RaceTrac. Statutory coverage shall include coverage for the
state of the location of the project and the state of domicile of Contractor.
11.3. Automobile Liability Insurance: Contractor shall carry and maintain Automobile Liability
Insurance covering owned, non-owned and hired vehicles for bodily injury and property damage including death
with limits of at least $1,000,000 per occurrence. The certificate of insurance will name RaceTrac as an
additional insured, will provide that Contractor’s coverage is primary without any contribution from any other
insurance afforded to or maintained by RaceTrac, and will provide a waiver of subrogation in favor of RaceTrac.
11.4. Builder’s Risk: Contractor shall purchase and maintain property insurance written on a builder’s
risk all-risk or equivalent policy form including flood, windstorm and earthquake in the amount of no less than
$1,000,000.00 and shall include coverage for the cost of materials supplied or installed by others, whether stored
at the Project or in transit, comprising total value for the entire Project on a replacement cost basis without
optional deductibles and will provide that Contractor’s coverage is primary without any contribution from any
other insurance afforded to or maintained by RaceTrac. The certificate of insurance will name RaceTrac as an
additional insured and loss payee and its subcontractors of every tier as additional insured and will provide a
waiver of subrogation in favor of RaceTrac. The Certificate will provide that the insurance may not be cancelled
or modified without 30 days prior written notice to RaceTrac.
11.5. General: All insurance policies required in this Section shall be issued by insurance companies
with an “A” VII or better rating, and who are licensed to do business in the state in which the Property is located.
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Section 12.
Dispute Resolution.
12.1
Negotiation/Arbitration: The Parties agree that all claims, disputes and other matters in question
arising out of or relating to this Agreement, or the performance or the breach thereof, except for claims which
have been waived by the acceptance of Final Payment shall be handled as follows: The Party initiating a Dispute
shall first give written notice and a brief description of the Dispute to the other Party. Designated representatives
of each Party, having authority to settle the Dispute, shall then meet, negotiate and endeavor in good faith to
resolve the Dispute. If such representatives fail to meet or are unable to resolve the Dispute within thirty (30)
days after the notice from the Party initiating the Dispute, the Parties agree that the Dispute will be decided by
binding arbitration before the American Arbitration Association (“AAA”) in accordance with the AAA
Construction Industry Arbitration Rules (“AAA Rules”) then in effect. Prior to filing a demand, by mutual
agreement, the Parties may agree to use a private arbitrator or another service in lieu of the AAA. In no event
shall the arbitration hearing commence later than one hundred eighty (180) days from the date that the demand for
arbitration is filed.
12.2
Location of the Arbitration: The arbitration shall take place in Atlanta, Georgia.
12.3
Finality and Confirmation of the Award: The arbitration award shall be final and judgment may
be entered upon it in accordance with applicable law in any court having jurisdiction.
12.4
Work Continuation: Unless directed by RaceTrac or otherwise agreed in writing, Contractor shall
continue its Work and maintain the Construction Schedule during or pending any negotiation, mediation or
arbitration, and conversely, RaceTrac shall continue to perform its obligations under this Agreement in such an
event.
12.5 No Limitation on Rights or Remedies: Nothing contained in this Article 12 shall limit any rights or
remedies, not otherwise expressly waived by Contractor, which Contractor may have under lien laws or payment
bonds, provided however, that negotiation and arbitration under this Article are conditions precedent to any such
right of Contractor to institute an action in any court against RaceTrac, and if such action is instituted, Contractor
agrees that it shall be stayed pending negotiation and arbitration.
Section 13.
Miscellaneous.
13.1. Conflicts in the Contract Documents: Contractor will carefully review the Contract Documents,
and will call RaceTrac's attention to any conflict, omission, or ambiguity, and RaceTrac's decision as to the true
meaning of the Contract Documents shall be final.
13.2. Equal Employment Opportunity: Contractor will comply with the affirmative action and equal
employment opportunity policies of RaceTrac and with all equal employment opportunity requirements adopted
by any governmental authority including the Civil Rights Act of 1964, Executive Orders 11246, 11375 and
11478, and any state fair employment practices act. Contractor will likewise require its subcontractors and
suppliers to comply with all equal employment opportunity requirements.
13.3
2010 Americans with Disabilities Act Standards for Accessible Design: Contactor will comply
with the standards and requirements set forth in the 2010 Americans with Disabilities Act Standards for
Accessible Design. Contractor will likewise require its subcontractors to comply with the standards and
requirements set forth in the 2010 Americans with Disabilities Act Standards for Accessible Design.
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13.4. Independent Contractor: There is no agency or employment relationship between RaceTrac and
Contractor. In performing its duties under this Agreement, Contractor acts entirely as an independent contractor.
13.5. Insolvency: If RaceTrac should become doubtful as to Contractor's solvency or Contractor's
financial ability to complete the Work, then Contractor will provide RaceTrac's auditors with such information,
including financial statements and an examination of the books and records of Contractor, as they deem sufficient
to determine Contractor's financial strength. If RaceTrac is of the opinion that Contractor does not have sufficient
financial strength to promptly and diligently proceed with the performance and completion of the Work, RaceTrac
may terminate Contractor's right to perform the Work, and may employ others to complete the Work at the
expense of Contractor.
13.6. No Oral Agreement: This Agreement can be modified only by a written document signed by both
parties. No attempt to modify this Agreement by an oral agreement shall be recognized.
13.7. No Other Agreement: This Agreement constitutes the entire agreement of the Parties, and no
written or oral communication between RaceTrac and Contractor before the time of execution of this Agreement
shall be considered to enlarge, modify, or explain the terms of the Agreement.
13.8. Records: Contractor shall keep records and books of account and all contracts and subcontracts,
which shall be subject to audit by RaceTrac, showing the actual cost to Contractor of all items of labor, materials,
equipment, supplies, services and other expenditures of whatever nature for which payment is authorized under
the provisions of this Agreement. The books of account are to be maintained in accordance with generally
accepted accounting principles.
13.9. Audit and Inspection: RaceTrac shall at all times be afforded opportunity for inspection of the
Work and shall at all times have access to the Property, Work and materials, to all books, records,
correspondence, instructions, plans, drawings, receipts, facilities and memoranda of every description of
Contractor, and Contractor shall preserve such instruments without additional compensation for a period of two
(2) years following completion or termination of this Agreement.
13.10. Notices: Any notice required or permitted by this Agreement shall be given by RaceTrac to
Contractor in writing at the following address: ___________. Any notice required or permitted by this
Agreement to be given by Contractor to RaceTrac shall be given in writing at the following address: 3225
Cumberland Boulevard, Suite 100, Atlanta, Georgia 30339. Notices shall be in writing and shall be effective
upon the date of receipt or refusal of delivery.
13.11. Time is of the Essence: Time is of the essence of this Agreement.
13.3.
Confidential Information:
13.12.1 In the course of Contractor’s dealings with RaceTrac, RaceTrac may disclose to
Contractor certain confidential and proprietary information (the "Confidential Information"). Confidential
Information shall include, but not be limited to, all development criteria, forms of contracts, store plans,
planograms, data, materials, products, technology, computer programs, specifications, manuals, business plans,
software, marketing plans, financial information, customer lists, information regarding property and other
information disclosed or submitted, orally, in writing, or by any other media, by RaceTrac, its contractors,
affiliates, or related entities on the one hand, to Contractor on the other hand.
13.12.2 Trade Secrets: In the course of Contractor’s dealings with RaceTrac, RaceTrac may
disclose to Contractor certain Trade Secrets. "Trade Secret" means information, without regard to form, including,
but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a
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method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or
potential customers or suppliers which is not commonly known by or available to the public and which
information: (A) Derives economic value, actual or potential, from not being generally known to, and not being
readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or
use; and (B) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
Contractor acknowledges that RaceTrac obtains or develops certain Trade Secrets in the ordinary course of its
business and that Contractor may learn of, or have access to, such during the course of its dealings with RaceTrac.
13.12.3 Obligations of Contractor with Regard to Confidential Information and Trade Secrets:
Contractor agrees that the Confidential Information and Trade Secrets are considered confidential and proprietary
and shall hold the same in confidence, shall not use Confidential Information or Trade Secrets other than for the
purposes of its business with the RaceTrac, and shall disclose either only to those persons within Contractor’s
business with a specific need to know such information. Contractor hereby agrees to comply with any and all of
RaceTrac’s policies and procedures for the protection of Confidential Information and Trade Secrets.
Confidential Information and/or Trade Secrets furnished in tangible form shall not be duplicated by Contractor
except for purposes of its business with RaceTrac. Upon the request of RaceTrac and/or upon termination of
Contractor’s business with RaceTrac, Contractor shall return all Confidential Information/Trade Secrets received
in written or tangible form, including copies, or reproductions or other media containing such Confidential
Information/Trade Secrets, within one (1) day of such request. Contractor shall not retain copies or abstracts of
any of the Confidential Information/Trade Secrets. Contractor shall have no obligation under this Agreement
with respect to Confidential Information which is or becomes publicly available without breach of this Agreement
by Contractor; is rightfully received by Contractor without obligations of confidentiality; or is developed by
Contractor without breach of this Agreement; provided, however, such Confidential Information shall not be
disclosed until thirty (30) days after written notice of intent to disclose is given to RaceTrac along with the
asserted grounds for disclosure.
13.12.4. Intellectual Property: Neither Party shall make use of any of the other Party's
intellectual property or logos without the prior written consent of that Party, and all use of trademarks and/or
tradedress shall inure to the benefit of the trademark/tradedress owner.
13.13. Governing Law and Jurisdiction: This Agreement will be governed by and construed in
accordance with the laws of the State of Georgia.
13.14. Interest: Any amounts due herein from Contractor to RaceTrac which are not paid when due
shall bear interest at the highest rate allowed by law or eighteen percent (18%) per annum, whichever is higher.
13.15. Attorneys’ Fees: If RaceTrac must initiate or defend against a demand for arbitration under
Section 12 of this Agreement, RaceTrac is entitled to an award for its attorneys’ fees if the arbitrator determines
that RaceTrac is the prevailing party. In terms of defending a claim, RaceTrac will be considered the prevailing
party if the Contractor is awarded less than fifty (50%) percent of its claim.
13.16. Signage: Neither Contractor nor any subcontractors shall place or cause to be placed any sign or
signage on the Property without the express written permission by an Authorized Representative of RaceTrac.
13.17. Further Actions: Each Party agrees to execute, acknowledge and deliver such further
instruments, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes
and intent of this Agreement.
13.18. Waiver: No course of dealing, course of performance, or failure of either Party strictly to enforce
any term, right or condition of this Agreement shall be construed as a waiver of such term, right, or condition or
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shall affect the right to enforce such term, right or condition in the future, nor shall any express waiver be
construed as a continuing waiver of any such term, right or condition.
13.19. Descriptive Headings: The descriptive headings of this Agreement are for convenience only, and
shall be of no force or effect in construing or interpreting any of the provisions of this Agreement.
13.20. Amendments: This Agreement may be amended only by a subsequent writing signed by
authorized representatives of both Parties.
13.21. Severability: If a court of competent jurisdiction adjudges any provision of this Agreement to be
invalid or unenforceable, the remaining provisions shall not be affected thereby, and the Parties shall in good faith
attempt to amend this Agreement to eliminate such invalidity or unenforceability, without thereby affecting the
intent of the Parties as expressed herein.
13.22. Counterparts: This Agreement may be executed by each Party upon a separate counterpart, each
of which shall be deemed an original and all of which together shall constitute one agreement. Facsimile
signature pages shall be acceptable as originals.
13.23. Survival of Terms: Sections 1.5, 3.7, 3.8, 4.2, 4.5, 10.1, 10.2, 10.3, 10.4, 12.1, 13.3, 13.11,
13.11.1, 13.11.2, 13.11.3, 13.11.4 shall survive the Term and termination of this Agreement.
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its duly
authorized officer as of the date first above written.
RACETRAC PETROLEUM, INC.
By:
Signature
By:
Signature
Print Name
Print Name
Title
Title
Contractor’s License Number
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Exhibit A
Schedule of Plans
Project: R133
Site: Rosenberg
Store # RW 6900
Site Specific
12/23/2011
2/15/2012
2/15/2011
10/16/2011
10/16/2011
10/16/2011
10/16/2011
10/16/2011
10/16/2011
10/16/2011
10/16/2011
10/16/2011
10/16/2011
10/16/2011
10/16/2011
10/16/2011
5/14/2012
5/14/2012
6/21/2012
1/31/2012
6/8/2012
2/15/2012
1/12/2012
1/12/2012
1/12/2012
1/12/2012
1/12/2012
10/4/2011
10/4/2011
3/14/2012
Site Specific
10/21/2011
10/21/2011
10/21/2011
10/21/2011
10/21/2011
10/21/2011
10/21/2011
10/21/2011
10/21/2011
10/21/2011
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10/21/2011
10/21/2011
10/21/2011
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o:\construc\contract\exhibita.xls
Sheet No.
Cov
G-2
G-3
C-0
C1
C2
C3
C4
C5
C6
C7
C8
C9
SD1
SD2
SD3
SD4
L1
L2
IR1
IR2
A1
A2
T1
T2
T3
T4
T5
McGee
McGee
EP1.0
Drawing Title
Cover Sheet
Access Requirements
Access Requirements
Topographic Survey
Overall Layout
Demolition Plan
Grading & Drainage
Storm Sewer Layout
Drainage Area Map
Off Site D.A Map
Sanitary & Water Layout
Storm & Sanitary Profiles
Paving Layout
Standard Details
Standard Details
Standard Details
Dumpster Enclousre
Landscape Plan
Landscape Notes & Details
Irrigation Plan
Irrigation Notes & Details
Striping Plan
Architectural Details
Tank Details
Tank Details
Island Details
Dispenser Details
Tank Details
Canopy Foundation Plan
Canopy Details
Electrical / Plumbing Site Plan
No.
Sheet No.
CS1
A 1.1
A 2.1
A 2.2
A 3.1
A 3.2
A 4.1
A 5.1
A 5.2
A 6.1
A 7.1
A 7.2
A 7.3
A 7.4
A 7.5
A 7.6
A 7.7
A 8.1
a 9.1
A 10.1
A 10.2
A 11.1
A 12.1
A 12.2
A 12.3
A 12.4
A 12.5
E 1.1
E 1.2
E 2.1
E 2.2
E 2.3
E 3.1
E 4.1
E 5.1
P 1.1
P 2.1
P 3.1
M 1.1
M 2.1
Drawing Title
Madison
Foundation Plans
Floor Framing Plan
Roof Framing Plan
Floor Plan
Equipment & Schedule
Exterior Elevations
Interior Elevations
Interior Elevations
Door & Glass
Building Sections
Building Sections
Building Sections
Wall Details
Front Awning Plan and Elevations
Front Awning Plan and Elevations
Front Awning Plan and Elevations
Floor Covering Plan
Suspended Ceiling Plan
Roof Plan
Roof Plan
Wall Panel Lay-out
Parapet Wall
Parapet Wall
Parapet Wall
Parapet Wall
Parapet Wall
Electrical Power Plan
Base Conduit Plan
Electrical Lighting Plan
Conduit Plans
Above Ceiling
Electrical Roof Plan
Below slap conduit plan
Electrical Panels
Drain, Waste and Vent plans
Water Supply Plan
Plumbing Schmatics
HVAC Plan
HVAC Plan
No.
Rev. Date
Standard
Info only RT will advise on vendor
Rev. Date
Standard
Exhibit B
CONTRACTOR'S CHECKLIST FOR FINAL DRAW
SITE:
ITEMS
DOCUMENT DATE
INITIALS
Subcontractor List (phone numbers & addresses)
Final Lien Releases from all subcontractors
Final Lien Releases from general contractor
Approval Letter from DOT
Release of All Bonds
Copy of Building Permit
Copy of Certificate of Occupancy
Punch List
As Built Plans
Compaction and Concrete Cylinder Tests
Signed Contract
Exhibit E of Contract (Certificate of Contractor)
Exhibit G of Contract (Taxes on Materials)
Certificate of Insurance
Notice of Commencement
Gas Tank Vacuum Logs
Completed and Initialed Manufactures Installed
Checklist for Gas Tanks
State or Local Certification
Calibration Reports
Load & Balance Report (electrical)
General Contractor's One Year Warranty Letter
Englert Roof Warranty Statement
All Equipment Warranties
Revised 3/19/04
o:construct/contract/exhibitb
General
Contractor –
Insert
Construction
Schedule
here
RACETRAC PETROLEUM INCORPORATED
CONSTRUCTION PROJECT CONTRACTORS BID
Contractor Name:
Store Location:
COST
CODE
DESCRIPTION
DIV. 1 - GENERAL REQUIREMENTS
01108 - PROFIT & OVERHEAD
01210 - PERMIS/FEES/BONDS
01410 - PROF. SERVICES
TOTAL FOR DIVISION 1
DIV. 2 - SITEWORK
02120 - DEMOLITION
02150 - SITE PREPARATION
02270 - EROSION CONTROL
02273 - RETAINING WALLS
02410 - R.O.W. IMPROVEMENTS
02510 - ASPHALT PAVING
02520 - CONCRETE PAVING
02720 - STORM DRAINAGE
02810 - LANDSCAPING
02840 - FENCING
02910 - PUBLIC UTILITIES
TOTAL FOR DIVISION 2
DIV. 3 CONCRETE
03301 - BUILDING CONCRETE
03302 - SITE CONCRETE
TOTAL FOR DIVISION 3
DIV. 4 MASONRY
04400 - MASONRY
TOTAL FOR DIVISION 4
DIV. 5 METALS
05200 - METALS
05204 - METAL BUILDING PANELS
05205 - STANDING SEAM ROOF
TOTAL FOR DIVISION 5
DIV. 6 WOOD
06100 - ROUGH CARPENTRY
06600 - TRUSSES
Building Type: MPD's:
# of Lights
# of Poles:
General Contractor Bid
2074
01100 - JOB EXPENSE
06400 - MILLWORK
Date:
RACETRAC PETROLEUM INCORPORATED
CONSTRUCTION PROJECT CONTRACTORS BID
Contractor Name:
Store Location:
COST
CODE
DESCRIPTION
Building Type: MPD's:
# of Lights
# of Poles:
General Contractor Bid
2074
TOTAL FOR DIVISION 6
DIV. 7 THERMAL/MOISTURE PROTECTION
07200 - INSULATION
07400 - ROOFING
TOTAL FOR DIVISION 7
DIV. 8 DOORS, WINDOWS & HARDWARE
08100 - DOORS
08400 - ENTRANCES & STOREFRONTS
TOTAL FOR DIVISION 8
DIV. 9 FINISHES
09220 - DRYWALL/FRP
09320 - CERAMIC TILE
09510 - ACCOUSTICAL CEILING TILE
09910 - PAINTING
TOTAL FOR DIVISION 9
DIV. 10 SPECIALTIES
10530 - DECALS & ACCENTS
10610 - ILLUMINATED AWNINGS
10820 - FIRE EXTINGUISHERS
10830 - TOILET ACCESSORIES
TOTAL FOR DIVISION 10
DIV. 11 EQUIPMENT
11200 - APPLIANCES
11330 - SAFES
11350 - ATM INSTALLATION
TOTAL FOR DIVISION 11
DIV. 12 FURNISHINGS
12110 - INSTALLATION
12320 - MANAGERS OFFICE FURNISHING
12610 - STORE GONDOLA/SHELVING
TOTAL FOR DIVISION 12
DIV. 13 SPECIAL CONSTRUCTION
13110 - PYLON SIGN
13210 - CANOPY STRUCTURE
13260 - BLDG/CANOPY SIGNS
13310 - COOLER EQUIPMENT
13505 - TANKS & TIE DOWN STRAPS
13510 - PUMP & TANK EQUIPMENT
13515 - MPD'S
Date:
RACETRAC PETROLEUM INCORPORATED
CONSTRUCTION PROJECT CONTRACTORS BID
Contractor Name:
Store Location:
COST
CODE
DESCRIPTION
13525 - PRODUCT PIPING
13535 - TANK EXCAVATION/BACKFILL
13545 - WELL POINT/DEWATERING
13550 - SHORING
13555 - DEADMEN
13560 - TANK & LINE TESTING
13565 - CALIBRATION & START-UP
13575 - MONITOR WELLS
TOTAL FOR DIVISION 13
DIV. 15 MECHANICAL
15400 - PLUMBING
15500 - HVAC
15650 - REFRIGERATION
TOTAL FOR DIVISION 15
DIV. 16 ELECTRICAL
16120 - BUILDING & SITE
16140 - W.A. BROWN BOX/SURGE SUP'R
16550 - AREA LIGHTS
TOTAL FOR DIVISION 16
TOTAL BID
Date:
Building Type: MPD's:
# of Lights
# of Poles:
General Contractor Bid
2074
APPLICATION AND CERTIFICATION FOR PAYMENT
TO OWNER:
Racetrac Petroleum, Inc.
3225 Cumberland Blvd., Suite 100
Atlanta, GA 30339
FROM CONTRACTOR:
AIA DOCUMENT G702
PROJECT:
PAGE ONE OF
APPLICATION NO:
PAGES
Distribution to:
INVOICE NO:
DATE:
PERIOD TO:
OWNER
ARCHITECT
CONTRACTOR
VIA ARCHITECT:
PROJECT NOS:
CONTRACT FOR:
CONTRACT DATE:
CONTRACTOR'S APPLICATION FOR PAYMENT
Application is made for payment, as shown below, in connection with the Contract.
Continuation Sheet, AIA Document G703, is attached.
1.
2.
3.
4.
ORIGINAL CONTRACT SUM
Net change by Change Orders
CONTRACT SUM TO DATE (Line 1 ± 2)
TOTAL COMPLETED & STORED TO
DATE
(Column G on G703)
5. RETAINAGE:
a.
10 % of Completed Work
$
(Column D + E on G703)
b.
% of Stored Material
$
(Column F on G703)
Total Retainage (Lines 5a + 5b or
$
$
$
$
Total in Column I of G703)
6. TOTAL EARNED LESS RETAINAGE
(Line 4 Less 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 less Line 6)
$
$
CHANGE ORDER SUMMARY
Total changes approved
in previous months by Owner
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.
CONTRACTOR:
Date:
By:
State of:
Subscribed and sworn to before me this
Notary Public:
My Commission expires:
ADDITIONS
County of:
ARCHITECT'S CERTIFICATE FOR PAYMENT
In accordance with the Contract Documents, based on on-site observations and the data
comprising the application, the Architect certifies to the Owner that to the best of the
Architect's 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 CERTIFIED.
$
$
$
AMOUNT CERTIFIED . . . . . . . . . . . $
DEDUCTIONS
(Attach explanation if amount certified differs from the amount applied. Initial all figures on this
Application and onthe Continuation Sheet that are changed to conform with the amount certified.)
ARCHITECT:
Total approved this Month
By:
TOTALS
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.
NET CHANGES by Change Order
AIA DOCUMENT G702 · APPLICATION AND CERTIFICATION FOR PAYMENT · 1992 EDITION · AIA® · © 1992
Date:
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W ., W ASHINGTON, DC 20006-5292
Users may obtain validation of this document by requesting a completed AIA Document D401 - Certification of Document's Authenticity from the Licensee.
RACETRAC PETROLEUM INCORPORATED
Store Location:
Application For Payment
Draw #
Store #
Item #
Scheduled Value
Description
Previous
Application
This Application
Amount
% Percent
Completed
Retainage
DIV. 1 - GENERAL REQUIREMENTS
01100 - JOB EXPENSE
01108 - PROFIT & OVERHEAD
01210 - PERMITS/FEES/BONDS
01410 - PROFESSIONAL SERVICES
DIV. 2 - SITEWORK
02120 - DEMOLITION
02150 - SITE PREPARATION
02270- EROSION CONTROL
02273 - RETAINING W ALLS
02410 - R.O.W. IMPROVEMENTS
02510 - ASPHALT PAVING
02520 - CONCRETE PAVING
02720 - STORM DRAINAGE
02810 - LANDSCAPING
02840 - FENCING
02910 - PUBLIC UTILITIES
DIV. 3 CONCRETE
03301 - BUILDING CONCRETE
03302 - SITE CONCRETE
DIV. 4 MASONRY
04400 - MASONRY
DIV. 5 METALS
05200 - METALS
05204 - METAL BUILDING PANELS
05205 - STANDING SEAM ROOF
Page 1
Exhibit D Application for Payment.xls
Item #
Scheduled Value
Description
Previous
Application
This Application
Amount
% Percent
Completed
Retainage
DIV. 6 WOOD
06100 - ROUGH CARPENTRY
06400 - MILLWORK
06600 - TRUSSES
DIV. 7 THERMAL/MOISTURE PROTECTION
07200 - INSULATION
07400 - ROOFING
DIV. 8 DOORS, WINDOWS & HARDW ARE
08100 - DOORS
08400 - ENTRANCES & STOREFRONTS
DIV. 9 FINISHES
09220 - DRYW ALL/FRP
09320 - CERAMIC TILE
09510 - ACOUSTICAL CEILING TILE
09910 - PAINTING
DIV. 10 SPECIALTIES
10530 - DECALS & ACCENTS
10610 - ILLUMINATED AWNINGS
10820 - FIRE EXTINGUISHERS
10830 - TOILET ACCESSORIES
DIV. 11 EQUIPMENT (New Store)
11200 - APPLIANCES
11330 - SAFES
11350 - ATM INSTALLATION
DIV. 12 FURNISHINGS
12110 - INSTALLATION
12320 - MANAGERS OFFICE FURNISHING
12610 - STORE GONDOLA / SHELVING
DIV. 13 SPECIAL CONSTRUCTION
13110 - PYLON SIGN
13210 - CANOPY STRUCTURE
13260 - BLDG/CANOPY SIGNAGE
13310 - COOLER EQUIPMENT
P
e2
x
tDA
c t n fo
a men xls
Item #
Scheduled Value
Description
Previous
Application
This Application
Amount
% Percent
Completed
Retainage
13505 - TANKS & TIE DOWN STRAPS
13510 - PUMP & TANK EQUIPMENT
13515 - MPD'S
13525 - PRODUCT PIPING
13535 - TANK EXCAVATION/BACKFILL
13545 - WELL POINT/DEWATERING
13550 - SHORING
13555 - DEADMEN
13560 - TANK & LINE TESTING
13565 - CALIBRATION & START-UP
13575 - MONITOR WELLS
DIV. 15 MECHANICAL
15400 - PLUMBING
15500 - HVAC
15650 - REFRIGERATION
DIV. 16 ELECTRICAL
16120 - BUILDING & SITE
16140 - W.A. BROWN BOX/SURGE SUP'R
16550 - AREA LIGHTS
Approved Change Orders:
Totals:
0.00
Application for payment must be identical to this form.
Any variation from this format will be returned for corrections.
Page 3
Exhibit D Application for Payment.xls
DRAW FORM FOR TWO- PARTY CHECKS
CONTRACTOR:
ADDRESS:
STORE NUMBER:
STORE ADDRESS:
DRAW NUMBER:
DATE:
SUBCONTRACTOR
TOT AL
T AX ID NO.
TRADE
SUBCONTRACTOR
AMOUNT
DRAW #1
DRAW #2
DRAW #3
DRAW #4
DRAW #5
DRAW #6
COST CODE
LIEN RELEASE RECEIVED
EXHIBIT E CERTIFICATE OF
CONTRACTOR
Pursuant to Section 6(c) of that certain Construction Contract (the "Contract"), dated
,
20 , between RaceTrac Petroleum Inc ("Owner") and
("Contractor"), Contractor
hereby certifies as follows:
1. All costs and expenses incurred in the performance of the Work, including labor,
materials and equipment have been paid in full.
2. The Work and the Work Site are free and clear of all liens and the possibility thereof,
including without limitation liens of subcontractors and materialmen.
3. In the performance of the Work, Contractor has complied with all laws, rules and
regulations of any agency of Federal, State or local governments.
4. Contractor has paid all taxes and assessments with respect to materials furnished or
Work performed under the Contract by Contractor or by persons employed by or subcontracted to
Contractor.
5. Contractor has furnished Owner with a Final Waiver and Release from Contractor and
from each and every subcontractor and materialman.
6. Contractor shall continue to indemnify, save harmless and forever defend Owner and
the Work Site from and against all claims of others against Contractor or Owner arising out of the
performance of the Work or the breach of any covenant, representation or warranty arising
hereunder or under the Contract.
7. Contractor hereby warrants and guarantees that all services and Work performed and
all materials delivered and used in connection with the Work shall be free from defects and shall
comply with the Contract and the Contract Documents for a period of one year from the date of
Notice of Final Acceptance. Any defects or noncompliance shall be corrected by Contractor to
Owner's satisfaction within thirty (30) days of receipt of notice of such defect or noncompliance.
If not so corrected, Owner may invoice Contractor for the cost of such correction and such
invoice shall be paid within 15 days after receipt thereof.
All capitalized terms not otherwise defined above shall have the same meanings as set forth in the Contract.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate as of this
, 20 .
Contractor (name of company)
By:
Signature of authorized officer
Title
Print Name
O:\CONSTRUCTION\CONTRACT\EXHIBIT E CERTIFICATE OF CONTRACTOR.DOC
day of
Standard Form
GENERAL CONTRACTOR INTERIM
WAIVER AND RELEASE OF LIENS
AND CLAIMS
OWNER:
RACETRAC PETROLEUM, INC.
GENERAL CONTRACTOR:
PROJECT NAME:
STATE OF
COUNTY OF
For and in exchange of the sum of
, the sufficiency of which is hereby
acknowledged, the undersigned contractor (hereinafter the "Undersigned") warrants and represents as follows:
(1)
The Undersigned has been employed by Owner to furnish labor, materials or services in connection
with the construction of improvements on or to the above-referenced Project.
(2)
The Undersigned has full authority to execute this Interim Waiver and Release, and the individual
signing this document has personal knowledge of the facts sworn to herein and such facts are true and correct.
(3)
The Undersigned has furnished all labor, materials or services required under its Contract, in full
compliance with all terms and conditions thereof, and in full conformance with all applicable plans and specifications for
the Project.
(4)
Any and all subcontractors, laborers, suppliers and materialmen that have provided labor, material or
services to the Undersigned for use or incorporation into the construction of the improvements to the Project have been
paid in full; all sums due from the Undersigned to materialmen, subcontractors, mechanics, laborers and suppliers of
goods and services used or incorporated into the improvements to the Project have been paid and satisfied in full; and
there are no outstanding claims of any character arising out of or related to the Undersigned's activities on or
improvements to the Project.
(5)
There are no unsatisfied claims for damages resulting from injury or death to any employees,
subcontractors, or the public at large arising out of any of the Undersigned's activities pursuant or ancillary to the
performance of its work on the Project.
(6)
Except for retainage, the Undersigned, for itself, its subcontractors, laborers, suppliers and
materialmen, waives and releases any and all liens, claims of lien, right to file liens, rights against Project funds held by
any person or party, and any other claims of any type or description against the Owner, against the Owner's lender (if
any), against any Tenant (if any), or against the Contractor arising out of, or related to, any labor, materials or services
furnished on, or used in connection with, the Project to the date of this Interim Waiver and Release. The Undersigned
further states there are no valid claims of lien, preliminary notices of lien, or any suits or claims for payment, loss or
damage of any kind, nature or description which might constitute a lien upon the Project as of the date of this Interim
Waiver and Release which arise out of, or relate to, the Undersigned's work at the Project. Any claims of lien previously
filed by the Undersigned, or any of its subcontractors, laborers, suppliers or materialmen in direct or indirect privity with
the Undersigned, shall immediately be dismissed or marked cancelled and satisfied as of record.
(7)
This Interim Waiver and Release is specifically made for the benefit of the Owner, the Owner's lender
(if any), and any Tenant (if any), and any other person or entity with a legal or equitable interest in the Project, and may
O:\CONSTRUCTION\CONTRACT\WAIVER INTER
GC.DOC
be relied upon unconditionally by any of the aforementioned parties.
(8)
The Undersigned is executing this Interim Waiver and Release for the express purpose of inducing and
receiving a progress payment from the Owner for work or improvements to the Project.
(9)
This Interim Waiver and Release constitutes a representation by the person signing this document, for and on
behalf of the Undersigned, that the payment referenced above, once received, constitutes full and complete payment for
all work performed, and costs or expense incurred (including, but not limited to, costs for supervision, field office
overhead, home office overhead, interest on capital, profit and general conditions costs) relative to the work or
improvements at the Project to the date of this Interim Waiver and Release, with the exception of retainage. The
Undersigned hereby specifically waives, quitclaims and releases any claim for damages due to delay, hindrance,
interference, acceleration, inefficiencies or extra work, or any other claim of any kind it may have against the Owner,
against the Owner's lender (if any), against any Tenant (if any), or against any other person or entity having a legal or
equitable interest in the Project, arising out of any work performed on the Project to the date of this Interim Waiver and
Release, with the exception of retainage.
In Witness Whereof, the person signing this document, acting for and on behalf of the Undersigned and all of its
day of
employees, subcontractors, laborers, suppliers and materialmen, has placed his hand and seal this
, 2011.
FIRM:
By:
Title:
Signed, sealed and delivered this
day of
, 2011
in the presence of:
Name:
Unofficial Witness
Name:
Notary
(NOTARY SEAL)
My Commission Expires:
O:\CONSTRUCTION\CONTRACT\WAIVER INTER
GC.DOC
Standard Form
SUBCONTRACTOR, MATERIALMAN OR LABORER
INTERIM WAIVER AND RELEASE
OF LIENS AND CLAIMS
OWNER:
RACETRAC PETROLEUM, INC.
GENERAL CONTRACTOR:
SUBCONTRACTOR, MATERIALMAN
OR LABORER:
PROJECT NAME:
STATE OF
COUNTY OF
For and in exchange of the sum of
, the sufficiency of which is hereby
acknowledged, the Undersigned subcontractor, materialman or laborer (hereinafter the "Undersigned") warrants and
represents as follows:
(1)
The Undersigned has been employed by
to furnish labor, materials or
services in connection with the construction of improvements on or to the above-referenced Project.
(2)
The Undersigned has full authority to execute this Interim Waiver and Release, and the individual
signing this document has personal knowledge of the facts sworn to herein and such facts are true and correct.
(3)
The Undersigned has furnished all labor, materials or services required under its Contract, Subcontract
or Purchase Order in full compliance with all terms and conditions thereof, and in full conformance with all applicable
plans and specifications for the Project.
(4)
Any and all subcontractors, laborers, suppliers and materialmen that have provided labor, material or
services to the Undersigned for use or incorporation into the construction of the improvements to the Project have been
paid in full; all sums due from the Undersigned to materialmen, subcontractors, mechanics, laborers and suppliers of
goods and services used or incorporated into the improvements to the Project have been paid and satisfied in full; and
there are no outstanding claims of any character arising out of or related to the Undersigned's activities on or
improvements to the Project.
(5)
There are no unsatisfied claims for damages resulting from injury or death to any employees,
subcontractors, or the public at large arising out of any of the Undersigned's activities pursuant or ancillary to the
performance of its work on the Project.
(6)
The Undersigned, for itself, its subcontractors, laborers, suppliers and materialmen, waives and releases
any and all liens, claims of lien, right to file liens, rights against Project funds held by any person or party, and any other
claims of any type or description against the Owner, against the Owner's lender (if any), against any Tenant (if any), or
against the Contractor, arising out of, or related to, any labor, materials or services furnished on, or used in connection
with, the Project to the date of this Interim Waiver and Release. The Undersigned further states there are no valid claims
of lien, preliminary notices of lien, or any suits or claims for payment, loss or damage of any kind, nature or description
which might constitute a lien upon the Project as of the date of this Interim Waiver and Release which arise out of, or
O:\CONSTRUCTION\CONTRACT\WAIVERINTERIMSC.V1.DOC
relate to, the Undersigned's work at the Project. Any claims of lien previously filed by the Undersigned, or any of its
subcontractors, laborers, suppliers or materialmen in direct or indirect privity with the Undersigned, shall immediately be
dismissed or marked cancelled and satisfied as of record.
(7)
This Interim Waiver and Release is specifically made for the benefit of the Owner, the Owner's lender
(if any), and any Tenant (if any), and any other person or entity with a legal or equitable interest in the Project, and may
be relied upon unconditionally by any of the aforementioned parties.
(8)
The Undersigned is executing this Interim Waiver and Release for the express purpose of inducing
Owner to make a progress payment to the General Contractor , which will directly benefit the undersigned.
(9)
This Interim Waiver and Release constitutes a representation by the person signing this document, for
and on behalf of the Undersigned, that the payment referenced above constitutes full and complete payment for all work
performed, and costs or expense incurred (including, but not limited to, costs for supervision, field office overhead, home
office overhead, interest on capital, profit and general conditions costs) relative to the work or improvements at the
Project to the date of this Interim Waiver and Release,. The Undersigned hereby specifically waives, quitclaims and
releases any claim for damages due to delay, hindrance, interference, acceleration, inefficiencies or extra work, or any
other claim of any kind it may have against the Owner, against the Owner's lender (if any), against any Tenant (if any),
and against the General Contractor or against any other person or entity having a legal or equitable interest in the Project,
arising out of any work performed on the Project to the date of this Interim Waiver and Release.
In Witness Whereof, the person signing this document, acting for and on behalf of the Undersigned and all of its
day of
employees, subcontractors, laborers, suppliers and materialmen, has placed his hand and seal this
, 2011.
FIRM:
By:
Title:
Signed, sealed and delivered this
day of
, 2011,
in the presence of:
Name:
Unofficial Witness
Name:
Notary
(NOTARY SEAL)
My Commission Expires:
O:\CONSTRUCTION\CONTRACT\WAIVERINTERIMSC.V1.DOC
Standard Form
GENERAL CONTRACTOR
FINAL WAIVER AND
RELEASE OF LIENS AND CLAIMS
OWNER:
RACETRAC PETROLEUM, INC.
CONTRACTOR:
PROJECT NAME:
STATE OF
COUNTY OF
For and in exchange of the sum of
, the sufficiency of which is hereby
acknowledged, the Undersigned contractor, subcontractor, materialman or laborer (hereinafter the "Undersigned")
warrants and represents as follows:
(1)
The Undersigned has been employed by owner to furnish labor, materials or services in connection
with the construction of improvements on or to the above-referenced Project.
(2)
The Undersigned has full authority to execute this Final Waiver and Release, and the individual
signing this document has personal knowledge of the facts sworn to herein and such facts are true and correct.
(3)
The Undersigned has furnished all labor, materials or services required under its Contract or
Purchase Order in full compliance with all terms and conditions thereof, and in full conformance with all applicable
plans and specifications for the Project.
(4)
Any and all subcontractors, laborers, suppliers and materialmen that have provided labor,
material or services to the Undersigned for use or incorporation into the construction of the improvements to the
Project have been paid in full; all sums due from the Undersigned to materialmen, subcontractors, mechanics,
laborers and suppliers of goods and services used or incorporated into the improvements to the Project have been
paid and satisfied in full; and there are no outstanding claims of any character arising out of or related to the
Undersigned's activities on or improvements to the Project. This document is intended to constitute a final
affidavit under the applicable statutes of the state in which the Project is located so as to validate payments made by
the Owner, bar further claims of lien and provide any other protections available to the Owner under the applicable
statutes.
(5)
There are no unsatisfied claims for damages resulting from injury or death to any employees,
subcontractors, or the public at large arising out of any of the Undersigned's activities pursuant or ancillary to the
performance of its work on the Project.
(6)
The Undersigned, for itself, its subcontractors, laborers, suppliers and materialmen, waives and
releases any and all liens, claims of lien, right to file liens, rights against Project funds held by any person or party,
and any other claims of any type or description against the Owner, against the Owner's lender (if any), or against any
Tenant (if any), arising out of, or related to, any labor, materials or services furnished on, or used in connection with,
the Project. The Undersigned further states that there are no valid claims of lien, preliminary notices of lien, or any
suits or claims for payment, loss or damage of any kind, nature or description which might constitute a lien upon the
Project as of the date of this Final Waiver and Release which arise out of, or relate to, the Undersigned's work at the
Project. Any claims of lien previously filed by the Undersigned, or any of its subcontractors, laborers, suppliers or
O:\CONSTRUCTION\CONTRACT\WAIVERFINAL(GC).V1.DOC
materialmen in direct or indirect privity with the Undersigned, shall immediately be dismissed or marked cancelled
and satisfied as of record.
(7)
This Final Waiver and Release is specifically made for the benefit of the Owner, the Owner's
lender (if any), and any Tenant (if any), and any other person or entity with a legal or equitable interest in the
Project, and may be relied upon unconditionally by any of the aforementioned parties.
(8)
The Undersigned is executing this Final Waiver and Release for the express purpose of inducing
and receiving final payment from the Owner for work or improvements to the Project.
(9)
This Final Waiver and Release constitutes a representation by the person signing this document, for
and on behalf of the Undersigned, that the payment referenced above, once received, constitutes full and complete
payment for all work performed, and costs or expense incurred (including, but not limited to, costs for supervision,
field office overhead, home office overhead, interest on capital, profit and general conditions costs) relative to the
work or improvements at the Project. The Undersigned hereby specifically waives, quitclaims and releases any claim
for damages due to delay, hindrance, interference, acceleration, inefficiencies or extra work, or any other claim of any
kind it may have against the Owner, against the Owner's lender (if any), and against any Tenant (if any), or against
any other person or entity having a legal or equitable interest in the Project, arising out of, or related to, any work
performed on the Project.
In Witness Whereof, the person signing this document, acting for and on behalf of the Undersigned and
all of its employees, subcontractors, laborers, suppliers and materialmen, has placed his hand and seal this
day of
, 200 .
FIRM:
By:
Title:
Signed, sealed and delivered this
day of
, 200
in the presence of:
Name:
Witness
(NOTARY SEAL)
My Commission Expires:
O:\CONSTRUCTION\CONTRACT\WAIVERFINAL(GC).V1.DOC
Standard Form
SUBCONTRACTOR, MATERIALMAN OR LABORER
FINAL WAIVER AND
RELEASE OF LIENS AND CLAIMS
OWNER:
RACETRAC PETROLEUM, INC.
CONTRACTOR:
SUBCONTRACTOR, MATERIALMAN
OR LABORER:
PROJECT NAME:
STATE OF
COUNTY OF
For and in exchange of the sum of
, the sufficiency of which is hereby
acknowledged, the Undersigned subcontractor, materialman or laborer (hereinafter the "Undersigned") warrants and
represents as follows:
(1)
The Undersigned has been employed by contractor to furnish labor, materials or services in
connection with the construction of improvements on or to the above-referenced Project.
(2)
The Undersigned has full authority to execute this Final Waiver and Release, and the individual
signing this document has personal knowledge of the facts sworn to herein and such facts are true and correct.
(3)
The Undersigned has furnished all labor, materials or services required under its Subcontract or
Purchase Order in full compliance with all terms and conditions thereof, and in full conformance with all applicable
plans and specifications for the Project.
(4)
Any and all subcontractors, laborers, suppliers and materialmen that have provided labor,
material or services to the Undersigned for use or incorporation into the construction of the improvements to the
Project have been paid in full; all sums due from the Undersigned to materialmen, subcontractors, mechanics,
laborers and suppliers of goods and services used or incorporated into the improvements to the Project have been
paid and satisfied in full; and there are no outstanding claims of any character arising out of or related to the
Undersigned's activities on or improvements to the Project. This document is intended to constitute a final
affidavit under the applicable statutes of the state in which the Project is located so as to validate payments made by
the Owner, bar further claims of lien and provide any other protections available to the Owner under the applicable
statutes.
(5)
There are no unsatisfied claims for damages resulting from injury or death to any employees,
subcontractors, or the public at large arising out of any of the Undersigned's activities pursuant or ancillary to the
performance of its work on the Project.
(6)
The Undersigned, for itself, its subcontractors, laborers, suppliers and materialmen, waives and
releases any and all liens, claims of lien, right to file liens, rights against Project funds held by any person or party,
and any other claims of any type or description against the Owner, against the Owner's lender (if any), against any
Tenant (if any), or against the Contractor arising out of, or related to, any labor, materials or services furnished on, or
used in connection with, the Project. The Undersigned further states that there are no valid claims of lien,
O:\CONSTRUCTION\CONTRACT\WAIVERFINAL(SUBC).V1.DOC
preliminary notices of lien, or any suits or claims for payment, loss or damage of any kind, nature or description which
might constitute a lien upon the Project as of the date of this Final Waiver and Release which arise out of, or relate to,
the Undersigned's work at the Project. Any claims of lien previously filed by the Undersigned, or any of its
subcontractors, laborers, suppliers or materialmen in direct or indirect privity with the Undersigned, shall immediately
be dismissed or marked cancelled and satisfied as of record.
(7)
This Final Waiver and Release is specifically made for the benefit of the Owner, the Owner's
lender (if any), and any Tenant (if any), and any other person or entity with a legal or equitable interest in the
Project, and may be relied upon unconditionally by any of the aforementioned parties.
(8)
The Undersigned is executing this Final Waiver and Release for the express purpose of inducing
and receiving final payment for work or improvements to the Project.
(9)
This Final Waiver and Release constitutes a representation by the person signing this document,
for and on behalf of the Undersigned, that the payment referenced above constitutes full and complete payment for
all work performed, and costs or expense incurred (including, but not limited to, costs for supervision, field office
overhead, home office overhead, interest on capital, profit and general conditions costs) relative to the work or
improvements at the Project. The Undersigned hereby specifically waives, quitclaims and releases any claim for
damages due to delay, hindrance, interference, acceleration, inefficiencies or extra work, or any other claim of any
kind it may have against the Owner, against the Owner's lender (if any), against any Tenant (if any), and against the
General Contractor or against any other person or entity having a legal or equitable interest in the Project, arising out
of, or related to, any work performed on the Project.
In Witness Whereof, the person signing this document, acting for and on behalf of the Undersigned and
all of its employees, subcontractors, laborers, suppliers and materialmen, has placed his hand and seal this
day of
, 2011.
FIRM:
By:
Title:
Signed, sealed and delivered this
day of
, 2011
in the presence of:
Name:
Witness
(NOTARY SEAL)
My Commission Expires:
O:\CONSTRUCTION\CONTRACT\WAIVERFINAL(SUBC).V1.DOC
EXHIBIT G
Date:
RaceTrac Petroleum
[Owner]
3225 Cumberland Blvd Ste 100
Atlanta, Georgia 30339
By this letter, the undersigned Contractor hereby certifies that Contractor has paid and fully
satisfied any and all taxes and assessments which have been or may hereafter be imposed by
any local, state or federal government with respect to materials furnished or work performed
by Contractor or any subcontractor pursuant to a Construction Contract with RaceTrac
Petroleum dated
for RaceWay #
as well as with respect
to all payments made to Contractor in connection therewith and all assessments for
unemployment insurance, old age benefits, disability benefits or similar payments which are,
in whole or in part measured by and/or based upon the wages, salaries or other remunerations
paid to persons employed by Contractor in connection therewith, including, without
limitation, all sales, use, gross receipts, unemployment, withholding and other taxes, fees and
assessments.
Contractor:
By:
Title:
Date:
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