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HomeMy WebLinkAboutWF Construction and Sales, LLC for 8th Street Cherry Lane to Camellia ConstructionAGREEMENT FOR INDEPENDENT CONTRACTOR SERVICES 8th Street, Cherry Ln to Camellia — Construction Project 0799a THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this Wday of June , 2010, 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 WF Construction & Sales, LLC., hereinafter referred to as "CONTRACTOR", whose business address is P. O. Box 575, Meridian, ID 83680 and whose Public Works Contractor License # is 15918-1-1-1-2. INTRODUCTION Whereas, the City has a need for services involving 8th Street Cher Ln to Camellia - Construction; and WHEREAS, the Contractor is specially trained, experienced and competent to perform and has agreed to provide such services; NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties agree as follows: TERMS AND CONDITIONS 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, 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 Contractor may copyright the same, except that, as to 8'h Street, Cherry Ln to Camellia - Construction page 1 of 15 Project 0799a 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 will perform its work in accordance with generally accepted industry standards and practices for 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 shall be compensated on a Lump Sum basis as provided in Attachment B "Payment Schedule" attached hereto and by reference made a part hereof for the Not -To -Exceed amount of $7,540.00. 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 Agreement. Payment of all taxes 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, 81h Street, Cherry Ln to Camellia - Construction page 2 of 15 Project 0799a 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 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 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 part 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 3.5 TIME FOR EXECUTING CONTRACT AND LIQUIDATED DAMAGES Upon receipt of a Notice to Proceed, the Contractor shall have 60 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 300 per calendar day. Such payment shall be construed 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. 81h Street, Cherry Ln to Camellia - Construction page 3 of 15 Project 0799a 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, 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 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 withhold any 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 all matters pertaining to this agreement, CONTRACTOR shall be acting as an independent contractor, and neither CONTRACTOR nor any 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 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. 8`h Street, Cherry Ln to Camellia - Construction page 4 of 15 Project 0799a 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 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 additional 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 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 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 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 8�h Street, Cherry Ln to Camellia - Construction page 5 of 15 Project 0799a other proof of insurance evidencing CONTRACTOR'S compliance with the requirements of this paragraph and file such proof of insurance with the CITY at least 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 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. 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 liability. 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 Performance Bonds are required on all Publics Works of Improvement Projects. 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 Stn Street, Cherry Ln to Camellia - Construction page 6 of 15 Project 0799a 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 WF Construction & Sales, LLC. Attn: Kevin Wade P.O. Box 575 Meridian, ID 83680 (208) 895-0600 Cell: (208) 573-9439_ Idaho Public Works License #: C -15918-U-1-2 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 shall 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. 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 to timely perform any of the obligations hereunder 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 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 8'h Street, Cherry Ln to Camellia - Construction page 7 of 15 Project 0799a 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 information as the 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 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 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 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 Material: 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, 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 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. Stn Street, Cherry Ln to Camellia - Construction page B of 15 Project 0799a Approved as to Form CITY ATTORNEY Stn Street, Cherry Ln to Camellia - Construction Project 0799a Department Approval BY:''� NAME: ZX"'," 4011 TITLE: silt - F `G"t!)J ` P Dated: (a j phl) page 10 of 15 Attachment A REFER TO INVITATION TO BID PW -10-0799A ALL ADDENDUMS, ATTACHMENTS, AND EXHIBITS included in the Invitation to Bid Package # PW -10-0799A, are by this reference made a part hereof. SPECIAL PROVISIONS 8th Street Cherry Lane to Camellia City of Meridian R1 — RAISE/ADJUST WATER METER COVER Description. This work shall consist of adjusting existing water meter covers of various sizes, as required, to meet the grade of the proposed sidewalk. Materials. Water Meter Cover riser rings shall be cast iron or equivalent to fit the existing cover. Construction Requirements. The Contractor shall perform all work of Raise/Adjust Water Meter Cover by adding the required height to the barrel in the form of a cast iron or equivalent to meet the grade and crown of the proposed top course. This work shall be done prior to the placement of the sidewalk or top course. Concrete collars shall not be used around covers. Backfill and compact uniformly around cover so as to bring the material up evenly on all sides to prevent distortion or damage to the structure. Compact backfill material to 95% of maximum unit weight. Water Meter Covers in the sidewalk or slopes shall be adjusted flush with the surface. Method of Measurement. Raise/Adjust Water Meter Cover will be measure per each for existing covers only. Basis of Payment. Payment for accepted work will be made as follow. 8th Street, Cherry Ln to Camellia - Construction page 11 of 15 Project 0799a 18. Construction and Severability: If any part of this 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: Waiver of default by either party to this Agreement shall not be deemed to be waiver of any subsequent default. Waiver or 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 WF CONSTRUCTION & SALES, LLC BY:- - 6AURCHASING MANAGER Dated: - 8th Street, Cherry Ln to Camellia - Construction Project 0799a _7 -- BY: KEVIN WADE Dated: Co - + r o page 9 of 15 Pay Item Pay Unit R1 Each Miscellaneous material to complete above installation shall not be paid separately, but shall be considered incidental to Raise/Adjust Water Meter Cover. R2 — RAISE/ADJUST VALVE COVER Description. This work shall consist of adjusting existing valve covers to finished grade within the construction area as shown on the plans or as directed. Materials. Valve Riser Ring shall be cast iron or equivalent to match existing water valve. Construction Requirements. The Contractor shall protect all existing water valve components and shall be responsible for any damage to the existing water valve during construction. Valve Covers in the sidewalk or slopes shall be adjusted flush with the surface. Backfill and compact uniformly around cover so as to bring the material up evenly on all sides to prevent distortion or damage to the structure. Compact backfill material to 95% of maximum unit weight. Method of Measurement. Raise/Adjust Valve Cover will be measured by the number adjusted complete in place. Basis of Payment. Payment for accepted work will be made as follows: Pay Item Pay Unit R2 Each Concrete and material necessary to complete this item will not be paid for separately, but shall be considered as subsidiary work and the cost thereof included in the contract unit price for raise/adjust valve cover. R3 — RELOCATE HYDRANT Description. This work shall consist of removing and resetting the existing fire hydrant from its existing location to a new location as shown on the plans. Materials. Follow material requirements shown on Standard Detail W1 I and W1 3. 8'h Street, Cherry Ln to Camellia - Construction page 12 of 15 Project 0799a Construction Requirements. The Contractor shall protect all existing hydrant components and shall be responsible for any damage to the existing hydrant during construction. Install hydrant in accordance with Standard Detail W11 at locations indicated in the plan documents or as directed by the Engineer and in accordance with local fire authority. Install hydrant plumb and vertical providing a watertight seal at all joints. Pressure test hydrants with the main water system and conduct a drainage test on each hydrant. Install hydrant marker placement specifications per Standard Detail W 13. Method of Payment. Relocate Hydrant will be measured by the number adjusted complete in place. Basis of Payment. Payment for accepted work will be made as follows: Pay Item Pay Unit R3 Each Miscellaneous material to complete above installation shall not be paid separately, but shall be considered incidental to Relocate Hydrant. R4 — RELOCATE LUMINAIRE Description. This work shall consist of removing and resetting existing buried wooden light pole from its existing location to a new location as shown on the plans. Materials. Conform to the National Electrical Code and meet all local codes and requirements of connecting utility. Construction Requirements. The luminaire shall be taken down in a manner that will not cause damage to the pole and lamp. Pole shall be retreated. All electrical shall be disconnected and relocated. All electrical components shall be supplied by the Contractor to provide a complete and operational light pole. Backfill voids within 6 inches of the pole with crushed aggregate. Compact the backfill material to 95% maximum dry density. Backfill other disturbed soils to 92% maximum dry density. Set pole plumb and true, mast arm and fixture perpendicular to public roadway or as approved by the Engineer. Assure minimum burial depths are met. Method of Measurement. Relocate Luminaire Pole will be measure by each complete in place. Stn Street, Cherry Ln to Camellia - Construction page 13 of 15 Project 0799a Basis of Payment. Payment for accepted work will be made as follows: Pay Item Pay Unit R4 Each Miscellaneous material to complete above installation shall not be paid separately, but shall be considered incidental to Relocate Luminaire. 81h Street, Cherry Ln to Camellia - Construction page 14 of 15 Project 0799a Attachment B MILESTONE 1 PAYMENT SCHEDULE A. Total and complete compensation for this Agreement shall not exceed $7,540.00. PAYMENT SCHEDULE Furnish all labor, materials, equipment, and incidentals as required for the 8th Street, Cherry Lane to Camellia (Construction) project, per Bid # PW -10-0799A. Item Item Description Quantity Unit Unit Price Total Cost R1 Raise/Adjust Water Meter Cover 11 EA $225.00 $2,475.00 R2 Raise/Adjust Valve Cover 7 EA $150.00 $1,050.00 R3 Relocate Hydrant 1 EA $1,800.00 $1,800.00 R4 Relocate Luminaire 2 EA $750.00 $1,500.00 Storm Water Management 1 LS $200.00 $200.00 Mobilization 1 LS $515.00 $515.00 TOTAL $7,540.00 Travel expenses will be paid at no more than the City of Meridian's Travel and Expense Reimbursement Policy. $`h Street, Cherry Ln to Camellia - Construction page 15 of 15 Project 0799a