Loading...
HomeMy WebLinkAboutIndependent Contractor Agreement with Pipeline Inspection Services for FY 2010 Manhole Retrofits Project~~i~E IDIAN~- Public IDAHO Works Department TO; Mayor Tammy de Weerd Members of the-City Council Mayor Tammy de Weerd City Cwndi MesnkeN~ Keith 81rd Brad Hoaglun Charles Rountree David Zaremba FROM: Roxanne Holland,. E.LT. DATE; November 25, 2009 SUBJECT: AGREEMENT FOR INDEPENDENT CONTRACTOR SERVICES WITH PIPELINE INSPECTION SERVICES FOR THE FY2010 MANHOLE RETROFITS PROJECT FOR ANOT-TO-EXCEED AMOUNT OF $150,000.00 I. RECOMMEND D ACTION A. Move to: 1. Approve the Agreement with Pipeline Inspection Services for the FY2010 Manhole Retrofits Project in an amount not to exceed $150,000.00; and 2. Authorize the Mayor to sign the Agreement. II. DEPARTMENT CONTACT PERSONS Tom Barry, Director of Public Works 489-0372 Warren Stewart, PW Engineering Manager 489-0350 Clint Dolsby, Asst. City .Engineer 489-0341 Roxanne Holland, Staff Engineer (Project Manager) 489-0347 III. DESCRIPTION A. Background In Fiscal Year 2009 Public Works completed a manhole retrofits project which eliminated 144,000 gallons per day (GPD) of groundwater intltration, raised 72 manholes to proper grade, and repaired 10 damaged or deteriorated manholes. The elimination of the infiltration alone helps the wastewater treatment plant Pagetof3 (WWTP) stay within the'City's permitted 7 million gallons per day (MGD) limit an discharges and saves up to $78,000 per year in treatment costs. B. Proposed Project The continuation of the manhole retrofit project will eliminate at least 140,000. additional gallons per day of groundwater infiltration, raise an .additional 54 manholes to proper grade and repair an additional 12 manholes that are damaged or deteriorating. The base bid amount by the contractor to conduct. the above. mentioned work is'$54,045.00. The bid for construction services for this'project also included an add alternate for additional. work required through FY2010. Pipeline Inspection Services was also the low bidder for the add alternate bid. The add alternate includes work to stop.. groundwater infiltration and repairs of damaged manholes. A total of $150,000:00 was budgeted for .manhole repairs, allowing $9:5:,955.00 for work under the add alternate. This project. will take the contract with Pipeline Inspection Services up to the budgeted amount of $150,040.00. C. Contractor-Selection Fipeline Inspection Services was the lowest bidder, has a Public Works Contractor license and is qualified to complete the. required work. IV. IMPACT A. Strater~ic Impact:, This project supports the Public Works Mission and Vision for strategic growth. The repair of .areas of infiltration is responsive, innovative, and opportunistic in planning for growth and increases operational efficiencies by reducing infiltration to comply with current National Pollutant Discharge Elimination System (iVPDES) limits of 7 MGD at the WWTP. B. Service/Delivery Impact: The repair of manholes will reduce the rate of infiltration in order to stay below the permitted flow rate of 7 MGD at the WWTP and allow the City of Meridian to serve .more. customers without exceeding permitted flow rates or expanding the. W WTP. C. Fiscallmpact; Project Costs Base. Bid Amount .$54,045 Add Alternate 95 955 Total $150,000 Page 2 of 3 Project Funding WW Sewer Repair (60-3520-53351) $150,000 V. ALTERNATIVES A. The City could defer rehabili ation and repair .efforts of manholes. Doing so could be more costly in the future as manholes would continue to deteriorate and. require more extensive repair later, and construction costs are likely to increase over time. This option would also. prevent the City from. decreasing daily discharge rates, resulting in higher treatment costs. B. WWTP Staff could perform minor repairs in-house and reduce a portion of the identified infiltration. This would require additional manpower and take away from efforts to maintain the collection system elsewhere. Numerous other repairs identified in the contract wall have to go un-repaired as City staff does not have the tools or the skills to perform the work. required to make the repairs. VI. TIME CONSTRAINTS Council's approval of the Agreement for Independent Contractor Services will allow Public Works to begin making repairs. already identified. and mobilize the Contractor to make additional repairs as they are discovered. Completing the work prior to summer 2010 will help in complying with 7 MGD limits on discharge set by the Environmental Protection>Agency. VII. LIST OF ATTACHMENTS A. Agreement for Independent Contractor Services Approved for Council Agenda: ~~ ,: r 2R o - - Jrpa~ Page 3 oj3 AGREEMENT FOR INDEPENDENT :CONTRACTOR SERVICES FY2040 SEWER MANHQLE RETROFITS TIHtS AGREEMENT FOR'PROFESSIONAL SERVICES- is made this 15m day of December, 2fl09, and .entered into by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho, hereinafter referred to as "CITY", 33 East. Broadway Avenue, Meridian, Idaho 83642, -and PIPELINE INSPECTION SERVICES, hereinafter referred to as "CONTRACTOR", whose business address is PO BOX 3023 NAMPA, ID 83653 and whose Public Works Contractor License # is C-1:5828'. INTRODUCTION Whereas, the City has a need for services involving FY2010 SEWER MANHOLE RETROFITS; and WHEREAS, the Contractor is specially trainetl, experienced and competent to perform and has..agreed to provide such services;. NOW, THEREFORE, in consideration ofithe mutual promises,. covenants, terms and conditions hereinafter contained, the parties agree as follows: TERMS: AND. CONDITION'S Scope of Work: 1.1 CONTRACTOR shall perform and furnish to the City upon execution of this Agreement and receipt. of the City's written notice to proceed, all services and work, and comply in all respects, as specified 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 amendments that may be agreed to in writing by the parties. 1.2 All documents, drawings and written work product prepared or produced by the Contractor under this Agreement, including without limitation electronic data files, are the. property of the Contractor; provided, however, the City shall have the right to reproduce, publfsh and use all such work, or any part thereof, in any .manner and for any purposes whatsoever and to authorize others to do so. (f any such work is copyrightable, the. Contractor may copyright the same, except that, as to. FY 201.0 SEWER MANHOLE RETROFITS PW.10.1pOg3 page 1 of 14 any work which is copyrighted by-the Contractor, the City reserves a royalty-free, non-exclusive, and. irrevocable license to reproduce, publish and use such work, or any part thereof, and to authorize others to do so. 1.3 The Contractor 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 wilt perform its work in accordance`with generally accepted industry standardsand practices forthe profession or professions that are .used in performance of this Agreement and that are in effect at the time of performance of this Agreement Except for that representation and any representations made or contained in .any proposal submitted by the Contractor 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 implied, as part of this Agreement. 1.4 Services and work provide 4y the contractor at the City's request .under this Agreement will-be performed in a timely manner in accordance 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. Consideration 2.1 The Contractor shall be compensated on an itemized 'basis perthe the attached schedule as provided in Attachment B "Payment Schedule° attached hereto and by reference made a part hereof, for $54,045.00. Additional repairs may be requested at the costs indicated as provided in Attachment C "Bid Alternate Payment Schedule" for an additional Not-To- Exceed amount of $95,955.00. This is not an authorization for the additional repairs but a potential need that the City will address throughout .the year. Total compensation from this agreement may not exceed $150,000.00.. 2.2 Thee. Contractor shall provide the City with: a monthly statemen#, as the work warrants, of fees earned and casts incurred for services provided during the billing period, which the City will pay within 30 days of receipt of a correct invoice and approval by the City. The City will not withhold any Federal or State income taxes or Social Security Tax from any payment made by City to Contractor under the terms and conditions of this fY 2010 SEWER MANHOLE= RETROFITS PW.10:10093 page 2 of 14 Agreement. Payment of all taxes and otherassessments orr such sums is the sole responsibility of .Contractor. 2.3 Except as expressly provided ih 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 rendered under this Agreement., including ,but not limited to, meals, lodging, transportation, drawings., renderings or mockups. Specifically, Contractor shall not be entitled by virtue of this Agreement to consideration in the-farm of overtime, health insurance benefits, retirement benefits, paid holidays or other paid leaves of absence of any type or kind whatsoever. 3. Term 3.1 This agreement shall become effective upon. execution by both parties, and shall expire. upon {aj completion of the agreed upon work, (b) September 30; 2010 or (c) unless sooner terminated as provided below yr unless some other method or time of termination is listed. in Attachment A. This Agreement shall terminate automaticallyon the occurrence of (a) bankruptcy or insolvency of either early, or (b) sale of Contractors business. 3.2 Should. Contractor default in the performance of this Agreement or materially breach any of its. provisions,. City, at City's option, may terminate this. Agreement by giving written. notification to.COntractor. 3.3 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 remedied by the City within thirty (30) days from the date payment is due. 3,4 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 FY 201.0 SEWER MANHOLE RETROFITS FW.10.10093 page 3 of 14 4. Termination..: 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 covenants, agreements, ar stipulations. of this Agreement, falsifies any record or document required to be prepared under this agreement, engages in fraud, dishonesty, or any other act of misconduct in the performance of this contract, or if the City Council determines that termination of this Agreement is in the best interest of C1TY, the CITY shall thereupon have the right to terminate this Agreement by giving written notice to CONTRACTOR of such termination and specifying 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 finished or unfinished documents, data, and reports prepared by CONTRACTOR .under this Agreement shall, at the option of the CITY, become its property, and CONTRACTOR shall be entitled to receive just and. equitable compensation for any work satisfactorily complete hereunder. Notwithstanding the above, CONTRACTOR shall not be relieved 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 wifihhold any payments to CONTRACTOR for the purposes of set-aff until such time as the exact amount of damages due the CITY from CONTRACTOR is determined. This provision shall survive thetermination of this agreement. and shall not relieve "CONTRACTOR of its 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 officer, employee or agent of CONTRACTQR 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 or 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. FY 2010 SEWER MANHOLE RETROFITS Pw.10.10Q93 page;4 of 14 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 be 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 control. with respect to the. physical action or activities of Contractor in fulfillment of this Agreement. If in the performance of this Agreement 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. Indemnification and Insurance: CONTRACTOR shall indemnify and save_and hold harmless CITY from and fQr any and all dosses, claims, actions, judgments far damages, or injury to persons or property and losses and expenses and other costs including litigation costs and attorney's fees, arising out. of, resulting from, or in connection with the performance of this Agreement by the CONTRACTOR, its servants, agents, officers, employees,. guests, and business invitees, and not caused by or arising out of the tortuous conduct. of CITY or its employees. CONTRACTOR shall. maintain, and specifically agrees that it will maintain, throughout the term of this Agreement,. liability insurance, in which the CITY shall be named an additional insured in the minimum amounts as follow:- Genera Liability One Million Dollars ($1,000,000) per incident or occurrence, Professional Liability One Million Dollars ($1,000,000)'. per incident or occurrence,.Automobile Liability Insurance One Million Dollars ($1,000,000) per incident or occurrence and Workers' Compensation insurance, in the statutory limits as required by law.. The limits of insurance shall not be deemed a (imitation of the covenants to indemnify and save and hold harmless .CITY; and if CITY becomes liable far 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 losses, claims,. actions., or judgments for damages or injury to persons or property and other 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 Contractor's officers, employs, agents, representatives or subcontractors and resulting in or attributable to personal injury, death, or damage or destruction to tangible or intangible property, including. use. of. CONTRACTOR shall provide CITY with a Certificate of Insurance, or other proof of insurance- evidencing CONTRACTOR'S compliance with the requirements of this. paragraph and file such proof of insurance with the FY 2010 SEWER MANHOt_E RETROFITS PW.10.14093 page 5 of 14 CITY at feast ten (10) days prior to the date Contractor begins performance of it's obligations under this. Agreement. In the event the insurance minimums are changed,. CONTRACTOR shall immediately submit proof of compliance with the changed lmi#s. 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.. 6.2 Anydeductiibles, self-insured. retention, or named insureds must be declared in writing and approved by the City.. At the option of the City, either: the insurer shall reduce or eUminate 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 rebated investigations, claim administration and defense expenses.. 6.3 To the. extent of`the indemnity in this contract, Contractor's Insurance coverage shall be primary insurance regarding the Gity's elected officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the Cityor the City's elected officers, officials, employees and volunteers shall.. be excess of the Contractor's insurance and shall.. not contribute with Contractor's insurance except as to the extent of City's negligence. The Contractor's insurance shall apply separately to -each insured .against whom claim 'is made or suit is brought,. except with respect to the limits of the insurer's liability.. 6.4 All insurance coverages for subcontractors shall be subject to all of the in urance and indemnity requirements stated herein. 6`.5 The limits of insurance described herein shall not limit the liability of the Contractor and Contractor's agents,. representatives, employees or 'subcontractors. 7. Bonds: Payment and Performance Bonds are. required on all Public Works of Improvement Projects over $25,000.00 8. Notices: Any and all notices required 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 FY 2010 SEWER MANHOLE RETROFITS PVI(.10.10093 page 6 of 14 Purchasing :Manager 33 E. Broadway Avenue Meridian, :Idaho 83642 Pipeline Inspection Services Attn: ScottWendlincL_ P O Box. 3023 Nampa, lD 83653 208-941-9424 Idaho Public Works License #: C-15828 Either party may change theraddress for the purpose of this paragraph by giving written notice of such change to the other in the manner herein provided. 9. Attorney Fees: Should any litigation be commenced between the :parties hereto concerning this Agreement, the prevailing party shall be entitled, in add'itionto any other relief as may be granted, to court costs and reasonable attorneys' fees as determined by a Court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties-and shall survive any default, termination or forfeiture of #hs Agreement.. 10. Time is of the Essence: The parties hereto acknowledge and. agree that time is strictly of the essence with respect to each and .every term, condition and. provision hereof,. and that the failure tv timely perform any of'the obligationshereunder shall constitute a breach of, and a default under, .this Agreement by the party so failing to perform.. 11. Assignment: It is expressly agreed and understood by the parties hereto, that CONTRACTOR shall not have the right to assign, transfer, hypothecate-or -sell any of ,its rights under this Agreement. except upon the .prior express written consent of CITY. '12. Discrimination Rrohibited: In performing the Work required herein, CONTRACTOR shall not unlawfully discriminate in violation of any federal, state or local law, rule or regulation against any person on the basis of race, color, religion,. sex, national origin or ancestry, age or disability. 13. Reports and Information: 13.1 At such times. and in such forms as the CITY may require, there shall be furnished to the CITY such statements, records, reports, data and FY 2010 SEWER MANHOLE RETROFITS PW.10.i0093 page? of 14 information as `thee CITY may request pertaining to matters covered by-this Agreement. 13.2 Contractor shall maintain-all. writings, documents and records prepared or compiled in connection with the performance of this Agreement for a-minimum offour (4) years from the termination or completion of this or Agreement.. This includes any handwriting, typewriting., printing, photo static, photographic and every other means of recording .upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof 14. Audits and Inspections: At any time during normal business hours and. as often as the CLTY mazy deem necessary, .there shall be made.: avai able to the CITY for examination all of CONTRACTOR'S. records with respect to .all 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,. invoices, materials., payrolls, records of personnel, conditions of employment and other data relating to all. matters covered by this Agreement. 15. Pubiication, Reproduction and Use of Material: No .material produced in whale or in part underthis 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,. any reports, data. or other materials prepared under this Agreement. 16. Compliance wi#h Laws: In performing the scope of work required hereunder, CONTRACTOR. shall comply with ail applicable Paws, ordinances, and codes afi Federal, State, and. local .governments. 17. Changes• The CITY may, from time to time, 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 mutually .agreed upon by and between the CITY and CONTRACTOR, shall. be incorporated in written amendments which shall be executed with the same formalities as this Agreement. 18. Construction and Severability: If any part ofthis Agreement is held to be invalid or unen#orceable, such holding will not affect 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 Default: Waiver of default by either party to this Agreement shall. not be deemed to be waiver of any subsequent default. Waiver or FY 2010 SEWER MANHOLE RETROFITS pW.10.10093 page 8 of t4 breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach, and shall not be construed to be a modification of the terms of this Agreement unless this Agreement is modified as provided above. 20. Advice of Attorney: Each party warrants and represents that in executing this Agreement. It has received 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, oral of written, whether previous to the execution hereof or contemporaneous herewith. 22. Order of Precedence: The order or precedence shall be the contract agreement, the Invitation for Bid document, then the winning bidders submitted bid document. 23. Applicable 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 the City of Meridian. 24. Approval Required: This Agreement shall not become effective or binding until approved by the City of Meridian. CITY OF MERIDIAN PIPELIA(E INSPECTION SERVICES ~~~~ ~ ~~ BY: TA Y e WEERD, MAYOR Dated: I~ ' 15 ' c~`~ BY: Dated: ~Z -~D - O ~' Approved by City Council: ~Z' ~ S ' Ocj,,~~~`~t~r~,F t~.E'~A '''~, Attest: ~ ~,°~~ TFo SEAL YC L. HOLMAN, CITY CLERI~c, .9 T 1S'~ ~~~~',~`~ ''~~~'Oq ~l1NTY ~~~`~```. ~ ~~~~~runn n ~~~~~~~~`~~~ FY 2010 SEWER MANHOLE RETROFITS PW.10.10093 page 9 of 14 Approved as to Content BY: KEI AT~ S, PU CHASING AGENT Dated: I2 - l D - D 9 Approved as to Form CITY ATTORNEY Department Approval BY: " `'"' NA E: ~ Xk~N N ~ ~u-~1-~J~ TITLE: ~ FNS f n1~G(Z Dated: 12°I o~ o~ FY 2010 SEWER MANHOLE RETROFITS PW.10.10093 page 10 of 14 .Attachment A SCQPE OF WORK The FY 20.10 :Sewer Manhole Retrofits project includes repair of manholes to stop infiltration, bring manholes. to proper grade,.. uncover paved over or buried manholes, and manhole base repairs. The Contractor shall furnish all labor, materials, and equipment necessary for the entire completion of the project as outlined .and shall construct. the complete job in the best and most workmanlike manner. SPECIE#CATIONS A. The Contractor will be required to pay for and obtain the-necessary permits from Ada County Highway District (ACRD) to perform the required work within ACRD right-of-way. The .Contractor will also be responsible for any traffic control necessary to complete the work in a safe manner within ACRD right-of- way.:.. B. All work shall conform to the Idaho Standards for Public Works Construction (ISPWC}, .Ada County Highway District (ACRD}, City of Meridian Supplemental Specifications to the ISPWC and the City of Meridian Construction Storm Water Management Program.. C. The Contractor shall be required to submit, to the Project Manager, a schedu+e of work during the preconstruction meeting. All work will be limited to the manholes identified in the. CD of maps provided in the Invitation for Bid PW- 10-10093. Anything beyond the work-shown must first be approved by the Project Manager prior to beginning the additional work. D. Contractor shall be willing to testify as an expert witness in the event of litigation. E. Contractor shall adhere to ail safety regulations set-forth by OSHA and any other safety means needed to safely perform the project. F. Contract shall notify Project Manager of any significan# problems,. abnormalities, addi#ional repairs needed,. etc. that maybe encountered during or after the work-was completed. G. The amount of work to be done. under the contract and as noted in the Bid Schedule represents a maximum and is not to betaken as an expressed. or implied statement that the actual amount of work will correspond. The right is FY 2010 SEWER MANHOLE RETROFITS PW.10.10093 page i'1 of 14 reserved to increase or decrease or to entirely eliminate certain, Items from. the work. H. All structural repairs of pipe shall be cured in place (CIP) and all structural repairs of manholes shall use a polyurethane spray wall. Repairs to stop infiltration in piipe shall use chemical grout and all repairs to stop infiltration in manholes shall use chemical injection with Deneeff. f. All work to stop infiltration shall be conducted during the months of April through September. J. All submittals for approved equals and alternative materials must be approved by the City Engineer prior to bid opening. K. It will be the Contractor's responsibility to make. site. visits to each manhole. identified in the attached maps to determine the severity of the repair in order to accurately bid... L. Prior to the start of work,. a_preconstruction meeting will be held and shall be attended by the Contractor's Project Manager,. its superintendent, and its Subcontractors as the,COntract deems appropriate. The purpose of the meeting is to designate responsible personnel and establish a working relationship. Matters requiring coordination will be discussed and procedures for handling such matters established. The Contractor should be prepared to discuss tentative schedules,transmittals, processing applications-for payments, maintaining record documentation, critical work sequencing, field decisions and Change Qrders. REFER TO INVITATION TO BID PW-10-10093 ALL ADDENDUMS, ATTACHMENTS, MAPS, AND EXHIBITS included in the Invitation to Bid Package # PW-10-10093, are by this reference made a part hereof. FY 2010 SEWER MANHOLE RETROPiSS PW.10.10093 page 12 of 14 Attachment B PAYMENT SCHEDULE A. Total and complete compensation for this Agreement shall not exceed $54,045.00. PAYMENT SCHEDULE PRICING INCLUDES ALL LABOR, MATERIALS, EQUIPMENT, AND INCIDENTALS AS REQUIRED FOR FY 2010 SEWER MANHOLE RETROFITS, PER THE SCDPE, SPECIFICATIONS AND MAPS AS PER IFB# PW.14.10493 Task Description Quantity Unit of P~Ce Ex#ended Measure Price Repair manholes to stop A. infiltration, minor to moderate 31 Each $ 450.00 $13,950:.00. re air B Repair manholes to stop 11 Each $ 650.00 150.00 $ 7 infiltration,. extensive re air , Repair loose rings on 3 Each $ 250 00 $ 750.00 manholes . C 1 Replacement of Cone 1 Each 250.00 $1 $ 1,250,00 ..Manhole # M14-93 , lJncover manholes located in D. asphalt andlor restore 20 Each $ 700.00 $:14,000:.00 manholes to ro er rode. Uncover manholes located in E. dirt anti/or restore manholes 31 Each $ 425.00 $13,175.00 to- ro er rode Repair manholes, replace F andlor add one (1) barrel 3 Each $ 815.00 $ 2 445.00. section and restore to proper , rode G Repair mahholes requiring 2 Each $ 175.00 $ 350.00 i e routin H Repair manholes requiring 3 .Each $ 325.00 $ 975.00 base re airs TOTAL $54,445,00 FY 2010 SEWER MANHOLE RETROFITS RW.10.10093 page i3 of 14 ATTACHMENT C BID ALTERNATE PAYMENT SCHEDULE. Task Description Price A. Minorco moderate infiltration (< 3 gpm) $ 500A0 B. Extensive Infiltration (?3 gpm:) $ 750..00 C. Repair loose rings on manholes $ 495:00 D. Raise manhole to proper grade -asphalt $ 9T5,00 E. Raise manhole to proper grade -dirt $ 625.00 i=. Replace or add barrel section $1:,:020..00 G. Pipe grouting $ 250:00 H. . Base repairs $ 400.00 I. Manhole Lining $250.00/uft Travel expenses will be paid at no more than the City of Meridian's Travel and Expense Reimbursement Policy. i=Y 2010 SEWER MANHOLE RETRO1=iTS PW.10,10093 page 14 of 14 AGREEMENT FOR INDEPENDENT CONTRACTOR SERVICES FY2010 SEWER MANHOLE RETROFITS THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this 15`h day of December, 2009, and entered into by and between the. City of Meridian, a municipal corporation organized under the laws of the State of Idaho, hereinafter referred to as "CITY", 33 East Broadway Avenue, Meridian, Idaho 83642..,. and PLPELINE fNSPECTIQN SERVICES, hereinafter referred to as "CONTRACTOR", whose business address is PO BOX 3023. NAMPA, ID 83653 and whose Public Works Contractor License # is C-15828,. INTRODUCTION Whereas, the City has: a need for services involving.. FY2010 SEWER MANHOLE. RETROFITS; and WHEREAS, the Contractor is specially trained, experienced and competent to perform and has agreed to provide such services; N4W, THEREFQRE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties agree as follows: TERMS ANO CONDITIONS 1. Scope of Work: 1.1 CONTRACTOR shall perform and furnish to the City upon execution of this Agreement and receipt of the City's written notice to proceed, all services and work, and comply in all respects, as specified in the document titled "Scope of Work" a copy of which is attached hereto as Attachmen# "A" and incorporated herein by this. reference,. together with any amendments that may be agreed to in writing by the parties. 1.2 .All documents, drawings and written work product prepared or produced by the Can#ractor under this Agreement, including without limitation electronic data files, are the property of the Contractor; provided., however, the City shall have the right to reproduce, publish and use all such work, or anypart thereof, in any manner and for any purposes whatsoever and to authorize others to do so. If any such work is copyrightabte, the. Contractor may copyright the.same, except that, as to FY 2010 SEWER MANHOLE RETROFITS PW.10.10093 page 1 of 14 any workwhich is copyrighted by the Contractor, the City reserves a royalty-free, non-exclusive, and irrevocable license to reproduce, publish acrd. use such work, or any partthereof, and to authorize others to do so. 1.3 The Contractor shall provitle 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. generaNy accepted industry standards and practicesfor the profession or professions that are used in performance of this Agreement and that are in effect at the time of performance of this Agreement. Except. for that representation and any representations made or contained in any proposal submitted by the Contractor 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 implied., as part of this Agreement. 1.4 Services and work provide by the contractor at the City's request under this Agreement will be performed in a timely manner in accordance 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. Consideration 2.1 The Contractor shalt be compensated. on an itemized basis per the the attached schedule as provided in Attachment B "Payment Schedule" attached hereto and by reference made a part hereof, for $54,045.00.. Additional repairs may be requested at the costs indicated as provided in Attachment C "Bid Alternate Payment Schedule" for an additional Not-To- Exceed amount of $95,955..00. This is not an authorization for the additional repairs but a potential need that the City will address throughout the year. Total compensation from this agreement may not exceed $150,000.00. 2.2 The Contractor shall provide the City with a monthly statement, as the work warrants, of fees earned and costs incurred for services- provided during the billing period., which the City will pay within 30 days of receipt of a correct. invoice and approval by the City. The. City will not withhold .any Federal or State income taxes or Social .Security Tax from any payment made by City to Contractor under the terms and conditions of this FY 2010 SEWER MANHOLE RETROFITS. PW.10.10093 page 2 of 14 Agreement. Payment-of all waxes. and other assessments on such 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 rendered under this Agreement.,. including ,but not limited to, meals, lodging, transportation, drawings, renderings or mockups. Specifically, Contractor shall not be entitled by virtue of this Agreement to consideration in the form of overtime, health insurance benefits, retirement benefits, paid holidays or other paid leaves of absence of any type or kind whatsoever. 3. Term: 3.1 This agreement shall become effective upon execution by both parties, and shall expire upon (a) completion of the agreed upon work, (b} September 30, 2010 or (c) unless sooner terminated as provided below or unless some other method ar 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 Should Contractor default in the performance of this Agreement or materially breach any of its provisions, City, at City's option, may terminate this Agreement by giving written notification to Contractor. 3.3 Should Gity fail to pay Contractor all or any parr 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 remedied by the City within thirty (30) days :from the date payment is due. 3.4 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 FY 2010 SEWER MANHOLE RETROFITS PW.10.10093 page 3 of 14 4. Termination: If, through any cause, CONTRACTOR, :its officers, employees, or agents fails to fulfil! in a timely and proper manner its obligations under this Agreement, violates any vf`the covenants, agreements, or stipulations of this Agreement, falsifies any record or document required to be prepared under this agreement, engages in fraud., dishonesty, or any other act of misconduct in the performance of this contract, or if the City Council. determines that termination of this Agreement is in the best interest of CITY, the CITY shall thereupon have the right to terminate. this Agreement by giving written notice to CONTRACTOR of such termination and specifying 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 Agreemen#, all finished or unfinished documents, data, and .reports.. prepared by CONTRACTOR under`this Agreement shall, at the option of the CITY, become its property, and CONTRACTOR shall be entitled. to receive just and equitable. cornpensatian for any work satisfactorily complete hereunder. Notwithstanding the above, CONTRACTOR shall not be relieved of Liability to the CITY for damages sustained by the CITY by virtue of any breach of this Agreement by CONTRACTOR, and the C1TY may withhold arty payments to CONTRACTOR for the purposes of set-off until 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 CONTRACTOR of its liability to the CITY for damages. 5. Independent .Contractor. 5.1 In afl matters pertaining to this agreement, CONTRACTOR shall be acting as an independent contractor, and neither CONTRACTOR norany officer, 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 nested in the City and therefore has no authority to bind or incur any obligation on behalf of the City. The selection and designation of the personnel.. of the CITY in the .performance of this agreement shop be made by the CITY. FY 2010 SEWER MANHOLE RETROFITS PW.10,10093 page 4 of 14 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 be provided by Contractor under this Agreemen#. 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 control with respect to the physical action or activities of Contractor in fulfillment of .this Agreement. If in the performance of this Agreement 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. Indemnification 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 costs and attorney's fees, arising. out of, resulting from, or in connection with the performance of this Agreement by the. CONTRACTOR, its-.servants, agents,. officers, employees, guests, and business invitees, and not caused by or arising out of the tortuous conduct of CITY or its employees. CONTRACTOR shall maintain, and specifically agrees that `it will. maintain, throughout the term. of this Agreement, liability insurance; in which the CITY shall_be named an additiona insured in the minimum amounts as follow: General Liability One Million Dollars ($1.,000,000) per incident or occurrence, Professional Liability One Million Dollars ($1;000,000} per incident or occurrence, Automobile Liability Insurance One Mi lion Dollars ($1.,000.,000) per incident or occurrence and Workers' Compensation Insurance, in he 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 far 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 losses, claims, actions, or judgments for damages or injury to persons or propertyand other costs, including litigation costs and attorneys' fees, arising out of, resulting from , or in connection with the performance of thin Agreement by the Contractor or Contractor's officers, employs, agents, representatives or subcontractors and resulting in ar attributable to personal injury, death, of damage or destruction to tangible or intangible property, including use of. CONTRACTOR shall provide CITY with a Certificate of Insurance, or other proof of insurance evidencing CONTRACTOR'S compliance. with the requirements. of this paragraph and fife such proof of'insurance with the FY 2010 SEW€R MANHOLE RETROFITS PW.10.10093 page b of 14 CITY at least ten X10) days prior to the. date Contractor begins performance of it's obligations underthis Agreement. In the event the insurance minimums are changed, CONTRACTOR shall immediately submit. proof of compliance 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. 6,2 Any deductibles, self-insured retention, or named' insureds must be declared in writing and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate 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. 6.3 To the extent of the. indemnity in this contract, Contractor's Insurance coverage shall be primary insurance regarding the. City's elected officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City or the City's elected. officers, officials, employees. and volunteers shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance except as to the extent of City's negligence.. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except-with respect to the limits of the insurer's Liabili#y. 6.4 All .insurance coverages for subcontractors shall be subject to all of the insurance and indemnity requirements stated herein. 6.5 The limits of insurance described herein shall not limit the liability of the. Contractor and Contractor's agents, representatives, employees or subcontractors;. 7. Bonds: Payment and Rerformance Bonds are required on all Public Works of improvement Projects over $25,000.00 8. Notices.: Any and alf notices required 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 fatlows: City of Meridian FY 201.0 SEWER MANHOLE RETROFITS FW.1 Q 10093 page 6 of 14 Purchasing,Manager 33 E. Broadway Avenue Meridian,. Idaho 83642 Piaeline Inspection Services. Attn.: Scott Wendling___ P O Box 3023. Nampa, fD 83653- 208-941-9424 Idaho- Public Works License #: C-15828 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: Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shalt be entitled, in addition to any other relief as may be granted, to -court costs and reasonable attorneys' fees as determined by a Court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination or forfeiture of this Agreement. 7 0. Time is of the Essence: The parties hereto acknowledge. and agree that time is strictly of the essence with respect to each and every team, condition and provision hereof, and that the failure to timely perform any of the obligations hereunder shaft. constitute a .breach of, and a default under, this Agreement by the party so failing to perform. 11. Assignment: It is expressly agreed and understood by the parties hereto, that CONTRACTOR shall not have the right to assign, transfer, hypothecate or sell any of its rights 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 local law, rule or regulation against any person on the basis of race, color, religion, sex, national origin or ancestry, age or disability. 13. Reports and Information; 13.1 At such-times and in such forms as the CITY may require, there shall be furnished to the CITY such statements, records, reports, data and FY 2010 SEWER MANHOLE RETROFITS PW.10.10093 page 7 of 14 information as the CITY may request pertaining to matters covered by this Agreement. 13.2 Contractor shall maintain alFwritings, documents and records. prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination>or completion of this or Agreement. This includes any handwriting, typewriting, printing, photo static, photographic and every other means of recording upon any tangib a thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof. 14. Audits and Inspections: At any time during. normal business hours and as often as the CITY may deem necessary, there shall be made available to the CITY for examination all of CONTRACTOR'S records with respect to all 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, invoices,. materials, payrolls, records of personnel, conditions of employment. and- other data relating to all matters covered by'this Agreement.. 15. Publication, .Reproduction and Use of Materiar No .material produced in whole or in part. under this Agreement shall be subject to copyright in the Unified States. or in any other country. The CITY shall have unrestricted authority to publish, disclose and otherwise use, in whole or in part, any reports, data. or other materials prepared under this Agreement. 16. Compliance with Laws; In performing the scope of work required hereunder, CONTRACTOR. shall .comply with all applicable laws, .ordinances, and codes of Federal, State, and local governments. 17. Changes: The CITY may, from timeto time, 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 mutually agreed upon by and between the CITY and CONTRACTOR, shall. be incorporated in written amendments which shall be executed with the same formalities as this Agreement. 18. Construction and Severability: If any part ofthis Agreement is held to be invalid or unenforceable,. such. holding will not affect 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 Default: Waverof default by either party to this. Agreement. shall not be deemed to be waiver of any subsequent default. Waiver or FY 201.0 SEWER MANHOLE RETROFITS Pw.10.10093 page 8 of 14 breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach, and shall not. be construed to be a modification of the terms of this Agreement unless this Agreement is modified as provided above. 20. Advice of Attorney; Each party warrants and represents that in executing this Agreement: It has received independent legal .advice from its attorney's ar the opportunity to -seek such advice. 21. Entire Agreement; This Agreement contains the entire agreement of the. parties and supersedes any and ali other agreements or .understandings, oral of written, whether previous. to the execution hereof or contemporaneous herewith. 22. Order of Precedence:. The order or precedence shall be the contract agreement, .the Invitation for Bid document, then the winning bidders submitted bid document. 23. Applicable Law: This Agreement shall be governed byand construed and enforced in accordance with the laws of the State of Idaho, and the ordinances of the City of Meridian. 24. Approval Required: 'This Agreement shah not become effective or binding until approved by the City of Meridian. CITY OF MERLDIAN PIPELII~IE INSPECTION SERVICES BY: TAMMY de INEERD, MAYOR BY: Dated: Approved by City Council: Attest: JAYCEE L. HOLMAN, CITY CLERK Dated: ~Z -/4 _ O `~' FY 2010 SEWER MANHOLE RETROFITS Pw.10.10093 page 9 of 14 Approved as to Content BY: KEI, AT S,_ PU CHASING-AGENT ~atea: l.~l ~ - D 9 Approved as to Form CITY ATTORNEY Department Approval BY: +~ ~- NA E: ~Zy~S( ..mil til ~ tt~ ~+.-W-+..JL TITLE: ~ ~~ ~ ti~ - R Dated: I2.10~ og FY 2010SEWER MANHOLE RETROFITS P1N.10.10093 page 10 of 14 Attachment A SCOPE OF WQRK The FY2010 Sewer Manhole Retrofits project. includes repair of manhole fo stop infiltration, bring manholes to proper :grade, uncover paved over or buried manholes, and manhole base repairs. The. Contractor shall furni h all labor, materials, and equipment. necessary for the entire completion of the project as outlined and shall construct the comple#e job in the. best and most workmanlike manner. SPECIFICATIONS A. The Contractor will. be required to pay for and obtain the necessary permits from Ada County Highway District (ACRD) to perform the required work within ACHD right-of-way. The Contractor will also be responsible for any traffic control necessary to complete the work in a safe :manner within ACHD right-of- way. B. All work-shall conform. to .the Idaho Standards #or Public Works Construction (ISPWC), Ada County. Highway District (ACHD), City of Meridian Supplemental Specifications to the ISPWC and the City of'Meridian Construction Storm Water Management Program. C. The Contractor shall be required to submit, to the Project Manager, a schedule of work during the preconstruction meeting. All work will be Limited to the manholes identified 'in the CD of maps provided in the Invitation for Bid PW- 10-1009.3. Anything beyond the work shown must first be approved by the Project Manager prior to beginning the additional work. D. Contractor shall be willing to testify as an expert witness in the event of litigation. E. Contractor shall adhere to all safety regulations set forth by OSHA and any other safety means. needed to safely perform the project. F. Contract shall notify Project Manager of any significant problems., abnormalities, additional repairs needed, etc. that may be encountered during or after the work was completed. G. The amount of work to be donee under the contract and as noted in the Bid Schedule. represents.. a maximum and is not to be taken as an expressed or implied statement that the actual amount of work will correspond. The right: is FY 2010 SEWER MANHOLE RETRQFITS PW.10,10093 page 19 of 14 reserved to increase- or decrease or to entirely eliminate certain items from the work. H. Ail. structural .repairs of pipe shall be :cured in place {CIP) and afl structural repairs of..manholes shall use a polyurethane spray wall. Repairs to stop infiltration in pipe shalt use. chemical .grout and all repairs to stop infiltration in manholes shall use chemical injection with Deneeff. I. All work to stop infiltration shall be conducted. during the months of April through September. J. All.submittals for approved-equals and alternative materials must be approved by the City Engineer prior to bid opening. K. It will be the Contractor's responsibility to make site visits to each manhole identified in the attached maps to determine the severity of the repair in order to accurately bid. L. Prior to the start of work, a preconstruction meeting wilt be held and shall be attended bythe Contractor's Project Manager, its superintendent, and its Subcontractors as the Contract deems appropriate... The purpose ofthe meeting is to designate responsible personnel and establish a working relationship. Matters requiring coordination will be discussed and procedures for handling such matters established. The Contractor should be prepared to discuss tentative schedules, transmittals, processing applications for payments, maintaining. record documentation, critical work sequencing., field decisions and Change Qrders. REfER TO INVITATION TO BID PW-10-10.093 ALL ADDENDUMS, ATTACHMENTS, MAPS, AND EXHIBITS included in the Invitation to Bid Package # PW-10-10093, are by this reference made-apart hereof. FY 20TO SEWER MANHOLE RETROFITS PW.10.10093 page 12 of 14 Attachment B PAYMENT SCHEDULE A. Total and complete compensation for the. items in the. table below shall not exceed $54,.045..00. PAYMENT SCHEDULE PRICING INCLUDES ALL LABOR, MATERIALS, EQUIPMENT, AND INCIDENTALS AS REQUIRED fQR FY 2010 SEWER MANHOLE RETROFITS, PER THE SCOPE, SPECIFICATIONS AND MAPS AS PER IFB# PW.10.10093 Task. Description Quantity Unit of Pnce Extended Measure. Price Repair manholes to stop A. infiltration,. minor to moderate 31 Each $ 450.00 $13,950:00 re air B Repair manholes to stop- 11 Each $ 650.00 $ 7,150.00 infiltration, extensive re air C Repair loose rings on 3 Each. $ 250.00 $ 750.00 manholes G.1 Replacement of-Cone 1 Each $1 250 ,00 $ 1 250.00 Manhole # M14-93 ., . , Uncover manholes located in Q. asphalt andforrestore 20 Each $ 700.00 $14.;000.00 manholes to, ro er rade Uncover manholes located in E. dirtand/or restore manholes 31 Each $ 425.00 $:13,175.00 to ro er rade Repair manholes, replace F' and/or add one (1) .barrel 3 Each $ 81:5.:00 $ 2 445.00 section and restore to proper , rade G Repair manholes requiring 2 Each- $ 175.00 $ 350.00 i e routin H Repair mahholes requiring 3 Eaeh $ 325 00 $ 975.00 base re -airs . TOTAL $54,045.00 FY 2010 SEWER MANHOLE RETROFITS PW:10.10093 page 13 of 14 ATTACHMENT C BID ALTERNATE PAYMENT SCHEDULE Task Description Price A. Minor to moderate infilkration (< 3 gpm) $ 540.00 B. Extensive Infiltration { z 3 gpm) $ 750.Op C_ .Repair loose rings on manholes $ 495.00 D. Raise manhole to proper grade -asphalt $ 975.00 E. Raise manhole to proper grade -dirt $ 625.00 F. Replace or add barrel.. section $1,020.00 G. .Pipe grouting $ 250.00 H. Base repairs $ 400.00 I. Manhole Lining $250.00/Vft Travel expenses will be paid at no more than the City of Meridian's Travel and Expense Reimbursement Policy. FY2010 SEWER MANHOLE RETROFITS PW.10:10093 page 19 of t4