Construction Services Agreement between Olsson Industrial Electric, Inc. and Synthetech, Inc. for Chemical Storage Expansion Project

Summary

Olsson Industrial Electric, Inc. (Contractor) and Synthetech, Inc. (Owner) entered into an agreement for Olsson to provide all supervision, labor, tools, equipment, and materials needed to complete the Chemical Storage Expansion Project in Albany, Oregon. The work is to be performed according to specified drawings and documents, with a set start and completion date. Synthetech will pay Olsson based on agreed labor rates and material markups. The contract includes provisions for insurance, indemnity, change orders, warranty, compliance with laws, and dispute resolution by arbitration. Any changes require written authorization and cost estimates.

EX-10.15 3 0003.txt AGREEMENT - OLSSON 60 Exhibit 10.15 to Form 10-K AGREEMENT Agreement#__________________ PARTIES: OLSSON INDUSTRIAL ELELECTRIC, INC. "Contractor" P.O. Box 70413 Eugene, Oregon 97401 And Synthetech, Inc. 1290 Industrial Way Albany, OR 97321 "OWNER" 1. SCOPE OF WORK: CONTRACTOR agrees to furnish al supervision, tools, equipment, labor and materials necessary to fully complete the following project in a workmanlike manner, within the times and in accordance with the drawings and documents specified below and the scope of work contained in CONTRACTOR'S letter to OWNER dated October 13, 1998. (a) Drawings and Documents: Furnished by Owner; see attached specification/drawing list. cbw (b) Begin work: 12-21-98 Complete work: 2-28-99 (c) Description of Project: Chemical Storage Expansion Project 2. PAYMENT. Owner agrees to pay CONTRACTOR compensation based on published labor rates and material markup as follows: COMPENSATION CATEGORY METHOD --------------------- ------ A. Contractor owned rental equipment At "best" published price B. Third party rental equipment Actual Invoice plus 10% C. Small tools valued at $750 or less No charge, included in labor rates D. Materials that become part of the installation Actual invoice amount plus 10% E. Subcontractors Actual invoice amount plus 10% F. Hourly wages $ per attached rate schedule G. Subsistence $ None 3. INDEMNITY. Each party agrees to defend, indemnify and save harmless the other party and its agents and employees against any and all uninsured loss, damage, liability, claims demands or costs (including attorneys fees) resulting from injury or harm to persons or property (including without limitation, the indemnifying parties agents, employees or property) arising out of or in any way connected with the acts or omissions or breach of this Agreement by the indemnifying party and its employees and agents except for injuries or harm caused in substantial part by the indemnified party or its employees or agents. 4. INSURANCE. Prior to commencement of work, CONTRACTOR shall obtain and maintain in lull force and effect during the term hereof, at Contractor's sole expense the following insurance coverage upon CONTRACTOR'S operations hereunder. (a) Comprehensive General Liability, including contractual, XCU, products and completed operations with minimum limits of $500,000 per person and $1,000,000 per occurrence bodily injury and $500,000 property damage or combined single limit of $1,000,000. (b) Comprehensive Automobile Liability covering owned, hired and non-owned vehicles with minimum limits of $500,000 per person and $1,000,000 per occurrence the bodily injury and $500,000 properly damage or AGREEMENT - PAGE 1 OF 2 61 combined single limit of $1,000,000. (c) Worker's Compensation insurance as required by law, including Employer's Liability. OWNER shall be designated as an additional insured under the policies described in (a) and (b) above if OWNER requests in writing. CONTRACTOR shall furnish OWNER with Certificates of Insurance evidencing compliance herewith upon request CONTRACTOR shall obtain an endorsement, if requested by OWNER, requiring thirty (30) days written notice prier to any material change of coverage or cancellation or termination of coverage 5. CHANGE ORDERS. OWNER may increase, decrease or alter work to be done and materials furnished hereunder with CONTRACTORS prior written consent. Any changes and the adjustment of the fixed fee resulting from the change shall be agreed to in writing prior to performance of the changed scope of work. See Addendum. cbw 6. WARRANTY. All work and materials furnished hereunder shall meet the requirements of section I above. CONTRACTOR shall repair or replace, at CONTRACTOR'S expense any material furnished by CONTRACTOR which fails to meet the requirements of section I if the defect or non conformity is reported to CONTRACTOR in writing within one year after final payment. CONTRACTOR MAKES NO OTHER WARRANTY EITHER EXPRESS OR IMPLIED AND NO WARRANTY OF MERCANTABILITY OR SUITABILITY FOR ANY PARTICULAR PURPOSE. CONTRACTOR SHALL, NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. 7. COMPLIANCE AND INTERFERENCE. CONTRACTOR shall comply with all public laws, ordinances, and requirements respecting the work, obtain all required permits. All work shall be done in a manner which minimizes interference with OWNERS ongoing operation to the extent CONTRACTOR can reasonably do so. 8. DISPUTES. All disputes between the parties arising out of or related to this Agreement or the work described in section I shall be resolved by arbitration in accordance with the rules of the American Arbitration Association unless joinder of a third party is necessary for a complete resolution of all issues in dispute, in that case either party may resort to litigation to resolve such dispute so long as the third party is joined in such litigation. Any arbitration award shall be final and binding and may be registered as a final Judgment in any court with jurisdiction. Arbitration off trial litigation shall be in Lane County Oregon. The prevailing party us any arbitration or litigation shall be awarded such parties attorney's fees, cost and all expanses incurred therein and in any appeal therefrom and in enforcing and collecting any judgment or award. DATED this 10th day of December, 1998 CONTRACTOR : OWNER: Synthetech, Inc. By: Elliot Olsson By: Charles B. Williams Title: President Title: VP & CFO AGREEMENT PAGE 2 OF 2 62 Olsson Industrial Electric 1919 LAURA P.O.Box 70413 SPRINGFIELD, OREGON 97477 EUGENE,OREGON 97401 ###-###-#### FAX ###-###-#### October 13, 1998 Synthetech Inc. 1290 Industrial Way Albany, Oregon 97321 Attention: Mitch McVay Subject: Chemical Storage Expansion Project Phase II - Electrical. Dear Sir: In response to your request and in accordance with Drawings and Specifications received, we are pleased to offer our estimate for the subject project. Olsson Industrial Electric would like to note the following clarifications to the bidding documents: 1. All excavation, backfill, and overlay will be furnished by others. 2. Included in this estimate, but not in the bidding documents is a temporary service for construction trailer use. 3. Conduit related to lighting in the Chemical Storage Building is EMT. All other conduit related to this project will be GRC. 4. Provisions for the (6) Crouse Hinds EVP Series Fixtureshave been included in this proposal. Installation and wiring of these fixtures have not been included in this proposal. Our estimate for the above described electrical installation is Sixty Nine Thousand, Eight Hundred Ten and no/100 Dollars, ($69,810.00). We would like to thank you for the opportunity of offering this proposal and look forward to hearing from you whenever we may be of service. Sincerely, Olsson Industrial Electric, Inc. Ike Olsson synthe8.ike 63 Synthetech, Inc. Peptide Building Blocks Specialty Amino Acids December 23,1998 Olsson Industrial Electric P.O. Box 70413 Eugene, Or. 97401 Attn. : Ike Olsson Dear Ike: Re: Contract Addendum's The following contract addendum's apply to the Chemical Storage Expansion Project which includes a new bulk tank farm and chemical storage warehouse. Section 1. - Scope of Work - Refer to the Industrial Design Corporation (IDC) `Technical Specifications' dated September 29, 1998 for the applicable electrical specifications (Table of Contents Attached) . - Refer to the attached list of Drawings provided by IDC for the project. Section 5. - Change Orders - Changes Orders require written authorization by the Owner prior to starting the work. A written cost estimate of the `Change Order' work shall be given to the Owner within three working days of the work commencing or the final cost is subject to negotiation. Respectfully, Mitchell R. McVay Director of Engineering cc : Charlie Williams - CFO Synthetech, Inc. 64 SECTION 00075 TABLE OF CONTENTS Specifications Rev. Date -------------- ---- ---- DIVISION 01 GENERAL REQUIRMENTS 01110 Summary of Work 0 September 28, 1998 DIVISION 13 INSTRUMENTATION AND CONTROLS 13850 Life Safety Systems 0 September 28, 1998 13851 Fire Alarm and Smoke Detection Systems 0 September 28, 1998 13854 Gas Detection Equipment 0 September 28, 1998 13930 Automatic Sprinkler Systems 0 September 28, 1998 13955 Deluge Foam-Water Fire Extinguishing System 0 September 28, 1998 DIVISION 15 MECHANICAL 15050 Basic Mechanical Requirements 0 September 28, 1998 15190 Mechanical Identification 0 September 28, 1998 15335 CO2 Fire Suppression System 0 September 28, 1998 DIVISION 16 ELECTRICAL 16010 Basic Electrical Requirements 0 September 28, 1998 16011 Basic Electrical Construction Materials and Methods 0 September 28, 1998 END OF SECTION 5151 PM September 29, 1998 SECTION 00075 Issued for Construction TABLE OF CONTENTS Rev. 0 65 9.1.5 The Drawings are as follows and are dated 9/25/98 unless a different date is shown below (either list the Drawings here or refer to an exhibit attached to this Agreement:) Number Title Date STC-0001 Cover Sheet and Legend STC-0701 Underground Utilities STC-0702 Grading and Site Surfaces STC-7601 Details STS-0000 Legend and Notes STS-1-0- Foundation Plan STS-2-0- Framing Plan STS-7600 Concrete Details STS-7601 Conc/Steel Details STS-7602 Conc/Steel Details 9/28/98 STA-1-0- Floor Plan STA-2-0- Roof Plan STA-7400 Elevations and Sections STA-7600 Chemical Storage Details STE-0000 Electrical Legend STE-7600 Electrical Details STEL 1-0- Electrical Lighting Plan Step 1-0- Power Plan STM-1-0- HVAC Plan STMP 1-0- Piping Plan STLS 1-0- Floor Plan 9.1.6 The addenda, if any, are as follows: Number Date Pages N/A Portions of addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 9 AIA DOCUMENT A101 - OWNER-CONTRACTOR AGREEMENT-TWELFTH EDITION-AIA 66 Olsson Industrial Electric 1919 LAURA P.O.Box 70413 SPRINGFIELD, OREGON 97477 EUGENE, OREGON 97401 ###-###-#### FAX ###-###-#### December 10, 1998 Synthetech Inc. 1290 Industrial Way Albany, Oregon 97321 Attention: Mitch McVay Subject: 1999 Labor Rates Dear Mitch: Following are hourly labor rates that will apply to time and material projects for you during 1999: Straight Time ------------- SUPERINTENDENT 61.00 GENERAL FOREMAN 56.00 FOREMAN 52.00 JOURNEYMAN 46.00 8TH STAGE APPRENTICE 37.00 4TH STAGE APPRENTICE 29.00 Overtime -------- SUPERINTENDENT 90.00 GENERAL FOREMAN 82.00 FOREMAN 77.00 JOURNEYMAN 67.00 8TH STAGE APPRENTICE 55.00 4TH STAGE APPRENTICE 42.00 We are enclosing our executed agreement along with Ike's letter dated October 13 1998 for the Chemical Storage Expansion Project. Please let me know if you have any questions. Sincerely, Olsson Industrial Electric, Inc. Elliott (Ole) T. Olsson Synthe1.ole