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HomeMy WebLinkAboutIndependent Contractor Agreement with Star Construction for WWTP Disinfection and Distribution ImprovementsSECTION 00500 AGREEMENT t THIS AGREEMENT is by and between The City of Meridian, hereinafter called OWNER, and Star Construction LLC hereinafter called CONTRACTOR. OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows: Article 1. WORK CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents for the Project identified herein. Article 2. PR03ECT The Project for which the Work under the Contract Documents may be the whole or only a part is generally described as follows: Class A Reclaimed Wastewater Disinfection and Distribution Improvements Article 3. ENGINEER The Project has been designed by HDR ENGINEERING, INC., who is hereinafter called ENGINEER and who is to act as OWNER's representative, assume all duties and responsibilities, and have the rights and authority assigned to ENGINEER in the Contract Documents in connection with completion of the Work in accordance with the Contract Documents. Article 4. CONTRACT TIMES 4.1. Time of the Essence. A. All time limits for Milestones, if any, Substantial Completion, and completion and readiness for final payment as stated in the Contract Documents are of the essence of the Contract. 4.2. Days to Achieve Substantial Completion and Fina] Payment. A. The Work will be substantially completed within 90 days after the date when the Contract Times commence to run as provided in Paragraph 2.03 of the General Conditions, and completed and ready for fmal payment in accordance with Paragraph 14.07 of the General Conditions within 120 days after the date when the Contract Times commence to run. 4.3. Liquidated Damages. ?47~ 1 City of Meridian Class A Reclaimed Wastewater Disinfection and Distribution Improvemenu -April 30, 2008 00500 - I ~~~ ~ ~i~ ~ b l ~` I i ~ ~~r~ i ~ .t p `a~ i, i i " ~ ~~" i ;~ _ ~ i ( ~ ~ j r ~, ~ ' ° r ~ ~~ ~ ; t ~ ) . } f ~ ~ [ 6 `i' ~ ; ~ ' f a ~ ~ s ~ s ~ ~ n ~ ~} S` 1~2 ~ 5 }E~ ... f ~ { ~ ~I '~ ~ ~ #S b ii , ~~ ! ~ : i" ~ r; i f ; ~ fi ~ g ~ I. f ' '~ ° 3~ r~ ~ ~ ~ J ~ ' ~ t L E ~ 1 _~ ~ ~ ~ ' ~ ; ~ ~ ~ ~ r. I 4 ~ ~ ~ t ~ r 1 t ;! f ~ ~ r rtf ~' tl 1 C i? `> ~ ;~ I 1 ~i . -,la ; ~ t ~ ~~ ., t I ~ i~ ,' ,: ~ s , i ? '' A. OWNER and CONTRACTOR recognize that time is of the essence of this Agreement and that OWNER will suffer financial loss if the Work is not completed within the times specified in Paragraph 4.2. above, plus any extensions thereof allowed in accordance with Article 12 of the General Conditions. The parties also recognize the delays, expense and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by OWNER if the Work is not completed on time. Accordingly, instead of requiring any such proof, OWNER and CONTRACTOR agree that as liquidated damages for delay (but not as a penalty), CONTRACTOR shall pay OWNER two hundred dollars ($200) for each day that expires after the time specified in Paragraph 4.2. for Substantial Completion until the Work is substantially complete. After Substantial Completion, if CONTRACTOR shall neglect, refuse or fail to complete the remaining Work within the time specif ed in Paragraph 4.2. for completion and readiness for final payment or any proper extension thereof granted by OWNER, CONTRACTOR shall pay OWNER four hundred dollars ($400) for each day that expires after the time specified in Paragraph 4.2. for completion and readiness for final payment. Article 5. CONTRACT PRICE 5.1. OWNER shall pay CONTRACTOR for completion of the Work in accordance with the Contract Documents an amount in current funds equal to the sum of the amounts determined pursuant to Paragraphs S.1.A. below: A. For all Work, a Lump Sum of Seventy nine thousand seven hundred ninety dollars {$ 79,790.00 ) (use words) (use figures) All specific cash allowances are included in the above price and have been computed in accordance with Paragraph 11.02 of the General Conditions. 5.2 As provided in Paragraph 11.03 of the General Conditions, estimated quantities are not guaranteed, and determinations of actual quantities and classification are to be made by ENGINEER as provided in Paragraph 9.08 of the General Conditions. Unit prices have been computed as provided in Paragraph 11.03B. of the General Conditions. Article 6. PAYMENT PROCEDURES 6.1. Submittal and Processing of Payments. A. CONTRACTOR shall submit Applications for Payment in accordance with Article I4 of the General Conditions. Applications for Payment will be processed by ENGINEER as provided in the General Conditions. 6.2. Progress Payments; Retainage. A. OWNER shall make monthly progress payments on account of the Contract Price on the basis of CONTRACTOR's Applications for Payment as recommended by ENGINEER, during construction as provided in Paragraphs 6.1.1 and 6.1.2 below. All such payments wilt be measured by the schedule of values established in Paragraph 2.07A. of the General Conditions (and in the case of Unit Price Work based on the number of units completed) or, in the event there is no schedule of values, as provided in the General Requirements. 1. Prior to Substantial Completion, progress payments will be made in an amount equal to the percentage indicated below, but, in each case, less the aggregate of payments previously made and less such amounts as accordance with Paragraphs 14.02B.5. and 14.02D.1. of the General Conditions. _, ~ City of Meridian Class A Reclaimed Wastewater Disinfection and Distribution Improvements - Apri130, 2048 00500 - 2 ~ Y ~ ~ {i ~ I ~1 ~ ~' ~. ~ y ' I ' ~ ~ z ~ 5 ~~ i ~ ~ ~ ~. i f I ~ ~ o ~ 7 ~ i E, ~ ~ # i ~ t ~ i ~ ' ? a k I ~ a ~ 5 i r ~ } ~ I ~ ~ ~~ a. 50 percent of Work completed (with the balance being retainage). If Work has been 50 percent completed as determined by ENGINEER, and if the character and progress of the Work have been satisfactory to OWNER and ENGINEER, OWNER, on recommendation of ENGINEER, may determine that as long as the character and progress of the Work remain satisfactory to them, {there will be no additional retainage on account of Work completed.} 2. Upon Substantial Completion, in an amount sufficient to increase total payments to CONTRACTOR to 90 percent of the Contract Price (with the balance being retainage), less such amounts as ENGINEER shall determine, or OWNER may withhold, in accordance with Paragraph 14.02B. of the General Conditions. 6.3. Final Payment. A. Upon final completion and acceptance of the Work in accordance with Paragraph 14.07B. of the General Conditions, OWNER shall pay the remainder of the Contract Price as recommended by ENGINEER as provided in said Paragraph 14.07B. Article 7. INTEREST 7. ] All moneys not paid when due as provided in Article 14 of the General Conditions shall beaz interest at the rate of prime plus 1 percent per annum, simple interest. Article 8. CONTRACTOR'S REPRESENTATIONS 8.1. In order to induce OWNER to enter into this Agreement, CONTRACTOR makes the following representations: A. CONTRACTOR has thoroughly examined and carefully studied the Contract Documents (including the Addenda listed in Article 9.) and the other related data identified in the Bidding Documents. B. CONTRACTOR has visited the site and became familiar with and is satisfied as to the general, local and site conditions that may affect cost, progress, performance or furnishing of the Work. C. CONTRACTOR is familiar with and is satisfied as to all federal, state and local Laws and Regulations that may affect cost, progress, performance or furnishing of the Work. D. CONTRACTOR has carefully studied all: (1) reports of explorations and tests of subsurface conditions at or contiguous to the Site and all Drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the Site (except Underground Facilities) which have been identified in the Supplementary Conditions as provided in Paragraph 4.02A. of the General Conditions and (2) reports and drawings of a Hazardous Environmental Condition, if any, at the Site which has been identified in the Supplementary Conditions as provided in Paragraph 4.06 of the General Conditions. CONTRACTOR accepts the determination set forth in the General and Supplementary Conditions of the extent of the "technical data" contained in such reports and Drawings upon which CONTRACTOR is entitled to rely as provided in Paragraph 4.02 of the General Conditions. 2. CONTRACTOR acknowledges that such reports and Drawings are not Contract Documents and may not be complete for CONTRACTORS purposes. ''-~> City of Meridian Class A Reclaimed Wastewater Disinfection and Distribution Improvements - Apri130, 200$ 00500 - 3 3. CONTRACTOR acknowledges that OWNER and ENGINEER do not assume responsibility for the accuracy or completeness of information and data shown or indicated in the Contract Documents with respect to Underground Facilities at or contiguous to the Site. E. Contractor has obtained and carefully studied (or assumes responsibility for doing so) all additional or supplementary examinations, investigations, explorations, tests, studies, and data concerning conditions (surface, subsurface, and Underground Facilities) at or contiguous to the Site which may affect cost, progress, or performance of the Fork or which relate to any aspect of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, including any specific means, methods, techniques, sequences, and procedures of construction expressly required by the Bidding Documents, and safety precautions and programs incident thereto. F. CONTRACTOR does not consider that any additional examinations, investigations, explorations, tests, studies or data aze necessary for the performance and furnishing of the Work at the Contract Price, within the Contract Times and in accordance with the other terms and conditions of the Contract Documents. G. CONTRACTOR is aware of the general nature of work to be performed by OWNER and others at the site that relates to the Work as indicated in the Contract Documents. H. CONTRACTOR has correlated the information known to CONTRACTOR, information and observations obtained from visits to the site, reports and drawings identified in the Contract Documents and all additional examinations, investigations, explorations, tests, studies and data with the Contract Documents. I. CONTRACTOR has given ENGINEER written notice of all conflicts, errors, ambiguities or discrepancies in the Contract Documents and the written resolution thereof by ENGINEER through issued addendum or addenda is acceptable to CONTRACTOR, and the Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. When said conflicts, etc., have not been resolved through interpretation or clarification by ENGINEER, because of insufficient time or otherwise, CONTRACTOR has included in the Bid the greater quantity or better quality of Work, or compliance with the more stringent requirement resulting in a greater cost; and said greater cost is included in the Contract Price. J. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. Article 9. CONTRACT DOCUMENTS 9.1. Contents. A. The Contract Documents which comprise the entire agreement between OWNER and CONTRACTOR concerning the Work consist of the following: 1. This Agreement (pages 1 to 6, inclusive). 2. Performance, Payment, and other Bonds. 3. Notice to Proceed. 4. General Conditions (pages 1 to 43, inclusive). - .- . - City of Meridian Class A Reclaimed Wastewater Disinfection and Distribution Improvements -April 30, 2008 00500 - 4 ~ ~ f ' ' r ~ ~ ~ ~~ ~~ ~~ 1' i ?C ~~ ~~ ,~.~_ ~~~ a ~r :5 s ~ 4 ~` Y ~ r I ~ ~ ~ 1 ~ F. ' I 4 ~ ~ ~ ~ t ; i ~ 1' ~ ~` e~ S ~ ~ ~ ? ' ; ~~ ~ I . ~ ~` ,~ ~F ~ ~ 4 ~ ~ ~ I. ,. ~. Supplementary Conditions (pages 1 to 3, inclusive). 6. Specifications as listed in Table of Contents of the Project Manual. 7. Drawings consisting of a cover sheet and sheets bearing the following general title: Class A Reclaimed Wastewater Disinfection and Distribution Improvements 8. Addenda numbers 1 to 1 ,inclusive. 9. CONTRACTOR's Bid (pages 00301-] to 00301-4, inclusive). 10. Documentation submitted by CONTRACTOR prior to Notice of Award (page 00435-1, inclusive). 1 I . The following which may be delivered or issued after the Effective Date of the Agreement and are not attached thereto: a. All written amendments and other documents amending, modifying or supplementing the Contract Documents pursuant to Paragraph 3.04 of the General Conditions. b. The documents listed in Paragraphs 9.1. et seq. above are attached to this Agreement (except as expressly noted otherwise above). c. There are no Contract Documents other than those listed above in this Article 9. The Contract Documents may only be amended, modified or supplemented as provided in Paragraph 3.04. of the General Conditions. Article 10. MISCELLANEOUS 10.1 Terms. A. Terms used in this Agreement which are defined in Article 1 of the General Conditions will have the meanings indicated in the General Conditions. 10.2. Assignment of Contract. A. No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another parry hereto without the written consent of the party sought to be bound; and, specifically but without limitation, moneys that may become due and moneys that are due may not he assigned without such consent (except to the extent that the effect ofthis restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 10.3. Successors and Assigns. A. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, its partners, successors, assigns and legal representatives in respect to all covenants, agreements and obligations contained in the Contract Documents. 10.4. Severability. ~;L=?: ~ City of Meridian Class A Reclaimed Wastewater Disinfection and Distribution Improvements - Apri130, 2008 00500 - 5 r 1. ~ ~~ ;. i' t ~i ~: ,;'i 3 I ~3h j" i ~. ~. ~ ' c A. Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER and CONTRACTOR, who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. IN WITNESS WHEREOF, OWNER and CONTRACTOR have signed this Agreement in triplicate. One counterpart each has been delivered to OWNER, CONTRACTOR. and ENGINEER All portions of the Contract Documents have been signed, initialed or identified by OVi~NER and CONTRACTOR or identified by ENGINEER on their behalf. This Agreement will be effective on June 16, 2008 (which is the Effective Date of the Agreement. OWNER CONTRA~IOR ~ ~~ ~C'v~•S~ ~--. By: _J~1 ALA i t~ ~ _ .~/~. f~ [CORPORATE SEAL] Attest ~~ ~~'~L Attest 's Address for giving notices".;/yam ~r ~$•~ ., ~~,`~~}ilress for giving notices: Agent for service of process: NOTE: If OWNER is a corporation, attach evidence of authority to sign. If Owner is a public body, attach evidence of authority to sign and resolution or other documents authorizing execution of Agreement. Agent for service of process: License No. ~ ~ ~~ ~ ~ ^ ~ ~~ NOTE: If CONTRACTOR is a corporation, attach evidence of authority to sign. END OF SECTION E:i . ~s City of Meridian Class A Reclaimed Wastewater Disinfection and Distribution Improvements - Apri130, 2008 00500 - 6 j J t ~ x ~. f v ~ f t ~ FF ~ ~i ' ~ ~ ~ ~ ~ ~ ' ~ ' ~ ~ '. i ~ 3 ~ ~ 1 1 ~ h -j 2. 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