HomeMy WebLinkAboutIndependent Contractor Agreement with Challenger Companies for Well 27 Pumping Facilities ConstructionAGREEItiIENT
FOR
INDEPENDENT CONTRACTOR SERVICES
WELL 27 PUMPING FACILITIES-CONSTRUCTION
~~ THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this ,~ day of
.8i1ay, 2809, and entered into by and between the City of Meridian, a municipal
corporafwn organized under the laars of the State of Idaho, hereinafter referred to as
"CITY", 33 East Broadway Avenue, Meridian, Idaho 83642, and CHALLENGER
COMPANIES, INC, hereinafter referred to as'~ONTRACTOR", whose business
address is 1415 Madison Ave. Nappa~ ID 83887 and whose Public Works Contractor
License # is C-12879.
INTRODUCTION
Whereas, the City has a need for services involving WELL 27 PUMPING
FACILITIES -CONSTRUCTION; and
WHEREAS, the Contrador is specially trained, experienced and
competent to perform and has agreed to provide such services;
NOW, THEREFORE, in consideration of the mutual prom~es, covenants,
terms and conditions hereinafter contained, the parties agree as follows:
TERMS AND GONOITIONS
Scope of Work:
1.1 CONTRACTOR shall pertorm and famish to the City upon
execution of this Agreement and rec~lpt of the City's written notice to
proceed, all services and work, and comply In ail respects, as spedfled in
the document titled "Scope of Work" a copy of which is attached hereto as
Attachment "A" and incorporated herein by this reference, together with
any amendmerrts mat may be agreed to in writing by tt'te parties.
1.2 All documents, drawings and written work product prepared or
produced by the Contractor under this Agreement, including without
{imitation electronic dam files, are the property of the Contractor, provided,
however, the CRy shall have the right to reproduce, publish and use all
such work, or any part thereof, in any manner and for any purposes
whatsoever and to authorize others to do so. If any such work is
copyrightable, the Conttactor may copyright the same, except that, as to
any work which is copyrighted by the Contractor, the City reserves a
WELL 27 PUMPING FACILITIES -CONSTRUCTION page 1 of 11
royalty-free, non-exclusive, and irrevocable license to reprodut;e, publish
and use sucth work, or arty part thereof, and to authorize others to do so.
1.3 The Cantrac~or shall provide services and work under this
Agreement consistent with the requirements and standards established by
applicable federal, state and city laws, ordinances, regulations and
resolutions. The Contractor represents and warrants that it will perform its
work in accordance with germsrally accepted industry standards and
practices for the profession or professions that are used in pertormanc~ of
this Agreement and that are in effect at the time of performance ,~ this
Agreement. Except for that repnesentafion and any representaticros made
or contained in any proposal submitted by the Contracctor and any reports
or opinions prepared or issued as part of the work performed by the
Contractor under this Agreement. Contractor makes no other warranties,
either express or impl~d, as part of this Agreement.
1.4 Services and work provide by the contractor at the City's request
under the Agreement will be pertormed in a timely manner in acxordance
with a Schedule of Work, which the parties hereto shall agree to. The
Schedule of Work may be revised from time to time upon mutual written
consent of the parties.
2. Consideratlan
2.1 The Contractor shag be compensated on a Lump Sum basis in the
amount of $358,767.18 as provded in Attachment B "Payment
Schedule" attached hereto and by reference made a part hereof.
2.2 The Contractor shall provide the City with a monthly statement, as
the work warranth, of fees earned and costs incurred for services provided
during the billing period, whicth the City will pay within 30 days of receipt of
a correct invoice and approval by the City. The City will not withhold any
~ederai or State income taxes or Social Security Tax from any payment
made by City to Contractor under the teens and conditions of this
Agreement. Payment of all taxes and other assessments on surah sums is
the sole responsibility of Contractor.
2.3 Except as expressly provided in this Agreement. Contractor shall
not be entitled to no receive from the City any additional consideration,
compensation, salary, wages, or other type of remuneration for services
rerxiered under this Agn~ment., indud~g ,but not limited to, meals,
lodging, transportation, drawings, renderings or mockups. Specifically,
Contractor shall not be entitled by virtue of this Agreement to
consideratron in the form of overtime, health insurance benefits,
WELL 27 PUMPING FACILITIES -CONSTRUCTION page 2 of 11
nsfirement benefits, paid holidays or other pakl leaves of absence of any
type or kind whatsoever.
3. Term:
3.1 Thfs agreement shall become effective upon execution by both
parties, and shall expire upon (a) completion of the agreed upon work, (b)
September 30, 2008 or (c) unless sooner terminated as provided below or
uMess some other method or time of termination is listed in Attachment A.
This Agreement shall terminate automatically on the occurrence of (a)
bankruptcy or insolvency of either party, or (b} sale of Contractors
business.
3.2 Upon receipt of a Notice to Proud, the Contractor shall have
120 (one hundred twenty) calendar days to complete the work as
described herein. Contractor shall be liable to the City for any delay
beyond this time period in the amount of , (five hundred
dollars) per calendar day. Such payment shall be cxatstrved to be
liquidated damages by the Contractor in lieu of any claim or damage
because of such delay and not be construed as a penalty.
3.3 Should Contractor default in the performances of this Agreement or
materially breach any of its provisions, City, at City's option, may
terminate this Agreement by gluing written notification to Contractor.
3.4 Should City fail to pay Contractor all or any par of the
compensation set forth in Attachment B of this Agreement on the date
due, Contractor, at the Contractor's option, may terminate this Agreement
if the failure is not remedial by the City within thirty (30) days from the
date payment is due.
3.5 This Agreement shall terminate automatically on the occurrence of
any of the following events:
a. Bankruptcy of insolvency of either party,
b. Sale of Contractor's business; or
c. Death of Contractor
4. Termiination:
If, through any cause, CONTRACTOR, its officers, employees, or agents
fails to fulfill in a timely and proper manner its obligations under this
Agreement, violates any of the covenarrts, agreements, or stipulations of
this Agreement, falsifies any record or document required to be prepared
WELL 27 PUMPING FACILITIES -CONSTRUCTION page 3 of 11
under this agneement, engages in fraud, dishonesty, or any other act of
miscarxluct in the performance of this c~rtitract, or if the Ci/y Counal
determines that termination of this Agreement is in the best interest of
CITY, the CITY shalt thereupon have the right to terminate this Agr~ment
by giving written notice to CONTRACTOR of such termination and
specifjring the effective date thereof at least fifteen (15) days before the
effective date of such termination. CONTRACTOR may terminate this
agreement at any time by giving at least sixty (60) days notice to CITY.
In the event of any termination of this Agreement, all fln~hed or
unfinished documents, data, and reports prepared by CONTRACTOR
under this Agreement shag, at the option of the CITY, become its
property, and CONTRACTOR shall be entity to receive just arn~
equitable compensation for any work satisfacton't)t complete hereunder.
Nofiroithstanding the above, CONTRACTOR shall not be r®lieved of
liability to the CITY for damages sustained by the CITY by virtue of any
breach of this Agreement by CONTRACTOR, and the CITY may withheld
any payments to CONTRACTOR for the purposes of set off undl such
time as the exact amount of damages due the CITY from CONTRACTOR
is determined, This provision shall survive the termination of this
agreement and shall not relieve CONTRAGTOR of Rs liability to the CITY
for damages.
5. Independent Contractor:
5.1 In all matters pertaining to this agreement, CONTRACTOR shall be
acting as an independent contractor, and neither CONTRACTOR nor any
ofncer, employee or agent of CONTRACTOR will be deemed an
employee of CITY. Except as expressly provided in Attachment A,
Contractor has no authority or responsibility to exercise any rights or
power vested in the City and therefore has no authority to bind ar incur
any obligation on behalf of the City. The selection and designation of the
personnel of the CITY in the performance of this agreement shall be
made by the CITY.
5.2 Contractor, its agents, officers, and employees are and at all times
during the term of this Agreement shall represent and conduct themselves
as independent contractors and not as employees of the City.
5.3 Contractor shall determine the method, details and means of
performing the work and services to ~ provided by Contractor under this
Agreement. Contractor shall be responsible to City only for the
requirements and results specified in this Agreement and, except as
expressly provided in this Agreement, shall not be subjected to City's
WELL 27 PUMPING FACILITIES -CONSTRUCTION page 4 of 11
control with respect to the physical action or acthrities of Contractor in
fulfillment of this Agreement. If in the perfom~ance of this Agreerrrent any
third persons are employed by Contractor, such persons shall be entirely
and exclusively under the direction and supervision and control of the
Contractor.
6. Indsmniflcation and Insurance:
CONTRACTOR shall indemnify and save and hold harmless CITY from
and for any and all losses, claims, actions. judgments for damages, or
injury to persons or property and losses and expenses and other costs
including litigation casts and attorney's fees, arising out of, resulting from,
or in connection with the performance of this Agne~nent by the
CONTRACTOR, its servants, agenns, officers, employees, guests, and
business invitees, and no# caused by or arising out of the tortuous conduct
of CITY or its employees. CONTRACTOR shall maintain, and specifically
agr~s that iz will maintain, throughout the term of this Agreement, I'tability
insurance, in which the CITY shall be named an additional insured in the
minimum amounts as follow: General Liabiliiy One Million Dollar:3
($1,000,000} per incident or occurrence, Professional Liability One Million
DoAars ($1,000,000} per incident or ocxurrence, Automobile Liability
Insurance One Million Dollars ($1,000,000} per incident or occurrence and
Workers' Compensation lnsuranc~, in the statutory limits as required by
law.. The limits of insurance shall not be deemed a limitation of the
covenants to indemnify and save and hold harmless CITY; and if CITY
becomes liable for an amount in excess of the insurance limits, herein
provided, CONTRACTOR covenants and agrees to indemnify and save
and hold harmless CITY from and for all such bases, claims, actions, or
judgments for damages or injury to persons or property and othe• costs,
including litigation costs and attorneys' fees, arising out of, resulting from ,
or in connection with the performance of this Agreement by the Contractor
or Contractors officers, employs, agents, representatives or
subcontractors and resulting in or attributable to personal injury, death, or
damage or destruction th tangible or intangible property, including use of.
CONTRACTOR shall provide CITY with a Certificate of Insurance, or
other proof of insurance evidencing CONTRACTOR'S cxsmpliance with the
requiremerrts of this paragraph and file such proof of insurance with the
CITY at least ten (10) days prior fo the date Contractor begins
performance of it's obligations under this Agreement. In the evert the
insurance minimums are changed, CONTRACTOR shall immediately
submit proof of compliances with the changed limits. Evidence of all
insurance shall be submitted to the City Purchasing Agent with a copy to
Meridian City Accounting, 33 East Broadway Avenue, Meridian, Idaho
83642.
WELL 27 PUMPING FACILITIES -CONSTRUCTION page 5 of 11
6.2 Any deductibles, self-insured retention, or named insureds must
be declared in writing and approved by the City. At the option oft;ice City,
either. the insurer shall reduce or etkninate such deductibles, self-insured
retentions or named insureds; or the Contractor shall provide a bond,
cash or letter of credit guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
To the extent of the indemnify in this contract, Contractor's
Insurance coverage shall be primary insurance regarding the City's
elected officers, offlcia~, employees and volunteers. Any insurance or
self-insurance maintained by the City or ~e City's elected oftirr~rs,
offrcials, employees and volunteers shall be excess of the Contractor's
insurance and shall not t~ntribute with Contractor's insurance except as
to the extent of City's negl~ence.
The Contractor's insurance shaft apply separately to each insured against
wham claim fs made or suit ~ brought, except with respect to the limits of
the insurer's I`~ability.
6.4 All insurance coverages for subcontractors shall be subject to all of
the insurance and indemnity requirerrs3nts stated herein.
6.5 The Emits of insurances described herein shall not limit the liability of
the Contractor and Gontradvr's agents, representaYwes, employees or
subcxsntractors.
7. Bonds: Payment and Performance Bonds are required on all Publics
Works of Improvement Projects aver $25,000.00
8. Notices: Any and au notices requin3d to be given by either of the parties
hereto, unless otherwise stated In this agreement, shall be in writing and
be deemed communicated when mailed in the United States mail,
certified, return receipt requested, addressed as follows:
City of Meridian
Purchasing Agent
33 E. Broadway Avenue
Meridian, Idaho 83642
CHALLEN~,CER COMPANIES INC
At~• Bruoa Herold
1415 Madison Ave.
Nampa IQ 83688
208.46'-fl608
Idaho PubUc Works l.ir~nse ~• C-12$79
WELL 27 PUMPING FACILITIES -CONSTRUCTION page 6 of 19
Either party may change their address for the purpose of this paragraph
by giving written notice of such change to the other in the manner herein
provided.
9. Attorney Fees: Shoutd any litigation be commenced between the parties
hereto conoeming this Agreement, the prevailing party shall be entitled, in
addition to any other relief as may be granted, to court costs ands
reasonable attorneys' fees as determined by a Court of competent
jurisdiction. This provision shall be deemed to be a separate contract
beiween the parties arxi shall survive any default, termination or forfeiture
of this Agreement.
10. Time is of the Essence: The parties hereto acknowledge and agree that
time is strictly of the essence witit respect to each and every terrn,
condition and provision hereof, and that the failure to timely perform any
of the obligations hereunder shalt oortstitute a breach of, and a default
under, this Agreement by the party so failing to perform.
11. Assignment: It ~ expressly agreed and understood by the parties
hereto, that CONTRACTOR shall not have the right to assign, transfer,
hypothecate or sell arty of its rghts under this Agreement except upon the
prior express written consent of CITY.
12. Discrimination Prohibited: In performing the Work required herein,
CONTRACTOR shall not unlawfully discriminate in violation of any
federal, state or kscal law, rule or regulation against any person on the
basis of race, cobr, religion, sex, national origin or ancestry, age or
disability.
13. Reports and Information:
13.1 At such times and in such farms as the CITY may require, there
shall be furnished to the CITY such statements, records, reports, data and
information as the CITY may request pertaining to matters covered by this
Agreement.
13.2 Contractor shall maintain afl writings, documents and records
prepared or compiled in connection with the perfomnance of this
Agreement for a minimum of four {4~ years from the termination or
completion of this or Agreement This includes arty handwriting,
typewriting, printing, photo static, photographic and every other means of
recording upon any tangible thing, any form of communication or
represerrtation including letters, words, pictures. sounds or symbols or any
combination thereof.
WELL 27 PUMPING FACILITIES -CONSTRUCTION page 7 of 11
14. Audits and Inspections: At any time during nomnal business hours and
as often as the CITY may deem necessary, there shad be made available
to the CITY for examinatron all of CONTRACTOR'S records with respect
to al! matters covered by this Agreement. CONTRACTOR shall permit the
CITY to audit, examine, and make excerpts or transcripts from such
records, and to make audits of all contracts, invokes, materials, payrolls,
records of pen3onnel, conditions of employment and other data relating to
all matters covered by this Agreement.
15. Publication. Reproduction and Use of iylateriai: No material produced
in whole or in part under this Agreement shall be subject to copyright in
the United States or in any other country. The CITY shall have
unrestricted authority to publish, disclose and otherwise use, in whole or in
part, arty reports, data or other materials prepared under this Agreement.
16. Compliance with Laws: In performing the scope of work required
hereunder, CONTRACTOR shall comply w'sth all applicable laws,
ordinrances, and codes of Federal, State, and local governments.
17. Changes: The CITY may, from time to tlme, request changes in the
Scope of Work to be performed hereunder. Such changes, including any
increase or decrease in the amount of CONTRACTOR'S compensation,
which are mutualry agreed upon by and between the CITY and
CONTRACTOR, shall be incorporated in written amendments which shall
be executes! with the same formalities as this Agreement.
18. Construction and Severabillty: If any part of this Agreement is held to
be invalid or unenforceable, such holding will not affes~ the validity or
enforceability of any other part of this Agreement so long as the remainder
of the Agreement is reasonably capable of completion.
19. Waiver of Oefault" Waiver of default by either party to this Agreement
shalt not be deemed to be waiver of any subsequent default. Waiver or
breach of any provision of this Agreement shag not be deemed to be a
waiver of any other or subsequent breach, and shall not be construed to
be a modifit~ttion of the terms of this Agreement unless this Agreement is
mod~ed as provided above.
20. Advice of Attorney: Each party warrants and represents that in
executing this Agreement, It has resx~ived independent legal advice from
its attorney's or the opportunity to seek such advice.
21. Entire Agreement: This Agreement contains the entire agreement of the
parties and supersedes any and all other agreements or understandings,
WELL 27 PUMPING FACILITIES -CONSTRUCTION pegs 8 of 11
oral of written, whether previous to ~e execution hereof or
contemporaneous herewith.
22. Order of Precedence: The order or precedence shall be ttte contract
agreement, the invithtion for Bid document, then the winning bidders
submitted bid document.
23. Appllcabie Law: This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Idaho, and the
ordinances of b'te City of Meridian.
24. Approval Required: This Agn~ment shall not become effective or
binding until approved by the City of Meridian.
CITY OF MERIDIAN CHALLENGER COMPANIES. INC.
BY: G C:.~ ~. (~
,LTAMMY de WEERD, MAYOR
~-
Dated: G,-Z-Zov~
Dated• Su~~ ~2c•o ~
Approved by City Councfl•- . ~Q "' ~ ~ V
``~~„~~ui~ uire~.r
Attest: `````~~~~~~ OF ~p~ ' ~.,,~~~,i
~"OT~~
CE HOLMAN, GiTY CLERE4 $EAL ~.
Approved as to Content % ~T ts"~
l %,~~9
BY: / '''~'''~~N~ ,,,u
KEITH RC S AGENT
Dated: ~ ' ~~
Approved as to Form
CITY ATTORNEY
Approval
.. .
~Y• .
~~\\`` ~~
NAME: ~g~,Vr A. ,(~~~"
TITLE: --Cs-•~:•.er./•:.a /~clir~:c;~,,.~
Dated: s/dNE ~ ZOCJ g
WELL 27 PUMPING FACILITIES -CONSTRUCTION page 9 of 11
Attachmertit A
SCOPE OF WORK
CONSTRUCTION OF WELL 27 PUIIaPING FACILITES
REFER TO INVITATION TO BID PW-09-014
ALL ADDENDUMS, ATTACHMENTS, AND EXHIBITS included in th®
invitation to Bid Package # PW-09-014, are by this reference made a
part h®reof.
WELL 2? PUMPING FACILITIES -CONSTRUCTION page 10 of 11
Attachment B
MILESTQNE /PAYMENT SCHEDULE
A. Total and complete crompensation for this Agreement shall not exceed
$350,787.16
ITEM DESCRIPTIOPI Quantity Unit Price Total
202.4.1.4.1 Excevateon 800 $ 11.74 $ 7,044.00
401.4.1.a.1 a 8' water Main, AwwA C-
900 DR 18 PVC 44 $ 20.82 $ 907.2$
401.4.1.x.1 b 12° water Main, AWWA C-
900 DR 18 PVC 8 $ 31.00 $ 186.00
404.4.1.a.1 Dual1"Water Service
Connection 1 $ 1,846.00 $ 1,84E~.00
708.4.1.a.3 s' Veirtical Curb (r~o gutter) 81 $ 12.31 $ 750.91
708.4.1.A.5 s ward e" Vertical Curb 8 758 $ 11.77 $ 3,013..12
802.4.1.A.1 ~•~minus crushed a99~~ 370 $ 25.02 $ 9,257.40
$10.4.1.A.3 2'~' the hot plant mix
ment 1000 $ 9.57 $ 9,570.00
2040.4.1.A.1 8' crated chain anti lance
with 4' ate & 2 - 20' etas 197 $ 34.77 $ 8,849.89
SP-1 Vertical Turbine Pump 8
Motor 1 $ 50,201.00 $ 50,201.00
SP-2 Discharge Pipktg 1 $ 43,158.00 $ ~ ~43,15E~.00
SP-3 Pump tiause 1 $ 73,329.00 $ 73,32£:'.00
SP-4 E~chtcai 1 $ 88,178.00 $ 8$,178.00
3P_5 HeaOng, Ventilation and Air
Conditioni 1 $ 14,848.00 $ 14,848.00
SP-8 standby Generator set 1 $ 51,011.00 $ 51,411.00
SP-7a irr~ation System 1 $ 3,298.00 $ 3,288.00
SP-7b 2° Caliper Try w! Concrete
Tree & t3ark Mukh 13 $ 281.92 $ 3,404.98
SP-7c
~+ sod
8880
$ .41 _
$ 2,82G.i30
SP-8 storm WabrManagement 1 $ 1.500.00 $ 1,50G.00
TQTAL $350,767"16
Travel expenass will be paid at no more than the City of Meridian's Travel and
Expense Reimbursement Policy.
WELL 27 PUMPING FACILITIES -CONSTRUCTION page 11 of 11