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6
~~i~E IDIAN~--
Public ~ DA H O
Works Department
Mayor Tammy de Weerd
City Council Members:
Keith Bird
Brad Hoaglun
Charles Rountree
David Zaremba
TO: Mr. Ted Baird
FROM: John Boyd
DATE: July 15, 2010
SUBJECT: BITTERCREEK LI~°r STATION AND PIPELINES PROJECT
Ted,
Attached to the documentation for the Bittercreek Project is an unsigned contract for your review
along with other necessary documents to allow this project to proceed to award on the Consent
Agenda for the July 27~' City Council meeting.
Please consider allowing this project to proceed on the Consent Agenda for that date with the
condition that a signed contract is presented to the City Clerk for the Mayor's signature prior to
the meeting.
Thanks in advance for your consideration.
Respectfully Submitted,
~e~- f"~
John Boyd
Project Manager
xc: File
AGREEMENT
FOR
INDEPENDENT CONTRACTOR SERVICES
BITTERCREEK LIFT STATION AND PIPELINES PROJECT
THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this 27th day
of JULY , 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 BODIFORD
CONSTRUCTION, INC., hereinafter referred to as "CONTRACTOR", whose business
address is 7660 N HORSESHOE BEND RD STE C BOISE ID 83714 and whose
Public Works Contractor License # is C-10136-U-1
INTRODUCTION
Whereas, the City has a need for services involving Construction Of a
new Wastewater Lift Station, Pressure Sewer Pipeline, Water Main and Facilities. It is
anticipated that the City will add Bid Alternate No. 2, Sewer Manhole and Gravity Main,
upon third party reimbursement. Upon such reimbursement City will issue a change
order adding the bid alternate No. 2; 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
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
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,
Bittercreek Lift Station and Pipelines Project- page 1 of 12
Project No. 10018d
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
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.
1.5 Schedule of Work. Final Completion shall occur in 180 days from
Notice to Proceed.
2. Consideration
2.1 The Contractor shall be compensated on a Unit Price Work cost
basis as provided in Attachment B "Payment Schedule" attached hereto
and by reference made a part hereof for the Not-To-Exceed amount of
$1,183,180.00. Bid Alternate No. 2 will be $22,065.00 if added by change
Order.
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
Bittercreek Lift Station and Pipelines Project- page 2 of 12
Project No. 10018d
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,
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)
March 1, 2011 or (c) unless sooner terminated as provided below or
unless some other method or time of termination is listed in Attachment A.
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
3.5 TIME FOR EXECUTING CONTRACT AND LIQUIDATED
DAMAGES
Bittercreek Lift Station and Pipelines Project- page 3 of 12
Project No. 10018d
Upon receipt of a Notice to Proceed, the Contractor shall have 180
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 two hundred fifty dollars ($250.00) 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.
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:
Bittercreek Lift Station and Pipelines Project- page 4 of 12
Project No. 10018d
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.
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:
6.1 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, 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,
Bittercreek Lift Station and Pipelines Project- page 5 of 12
Project No. 10018d
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
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.
6.3 All insurance coverages for subcontractors shall be subject to all of
the insurance and indemnity requirements stated herein.
Bittercreek Lift Station and Pipelines Project- page 6 of 12
Project No. 10018d
6.4 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 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
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
Bodiford Construction, Inc
Attn: Jerald Taylor
7660 N Horseshoe Bend Rd, Ste C
Boise, ID 83714
(208) 853-0915
Idaho Public Works License #: C-10136-U-1
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.
Bittercreek Lift Station and Pipelines Project- page 7 of 12
Project No. 10018d
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
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.
Bittercreek Lift Station and Pipelines Project- page 8 of 12
Project No. 10018d
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.
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.
Bittercreek Lift Station and Pipelines Project- page 9 of 12
Project No. 10018d
CITY OF MERIDIAN
BY: ~~
TAM Y de RD, MAYOR
Dated: ~ -~)
`\``~111I111111//~~~,
Attest: \\~,.~~y pF ~~®~~%,~'.
off.
CE HOLMAN, CITY CLERK ~' ~I' _=
~G ~~
:~~, '~~ c~sr ~s,
Approved as to Content ~~'~e,; ~ Cpl
~~~~~nrrrnnrl
BY: ~jo Ki '% . n ~ o~~
KEITH WATT , PURCHASIN MANAGER
Dated: 7~ 8 y 80 /!
Approved as to Form
CITY ATTORNEY
Bittercreek Lift Station and Pipelines Project -
Project No. 10018d
TITLE:~~ ~ ~p~~: i ~ B~~ 1 ~~,k~
Dated: 2 z ~®
page 10 of 12
NAME: ~~~oz~,11 ~~.~
AttachmentA
SCOPE OF WORK
REFER TO INVITATION TO BID PV1~10-10018d
ALL ADDENDUMS, ATTACHMENTS, AND EXHIBITS included in the
Invitation to Bid Package # PW-10-10018d, are by this reference made
a part hereof.
The project consists of a domestic wastewater lift station, two parallel force main lines (10-inch
and 6-inch diameter). The wastewater lift station will have submersible pumps, and it will be located south
of West Amity Road between South Black Cat Road and South Ten Mile Road. Two parallel force main
pipelines will be routed east along West Amity Road to South Ten Mile Road, then north on South Ten
Mile Road to its connection with existing sewer force main pipelines south of West Victory Road. The
potable water pipeline will parallel the force mains from South Nickel Creek Place to its connection to the
existing water main south of West Overland Road on South Ten Mile Road.
Base Bid: Construction of domestic waste water lift station and pressure sewer.
Bid Additive 2: Installation of a 60-inch sewer manhole on an existing gravity sewer main and a new 8-
inch gravity main stubout.
Bittercreek Lift Station and Pipelines Project- page 11 of 12
Project No. 10018d
Attachment B
MILESTONE /PAYMENT SCHEDULE
A. Total and complete compensation for this Agreement shall not exceed
$1,183,180.00.
BASE BID
TASK DESCRIPTION AMOUNT
A• Pressure Sewer $631,436.00
B• Lift Station $551,744.00
BASE BID TOTAL $1,183.180.00
Bid Alternate to be added by change order if City receives reimbursement by third
party.
ADDITIVE ALTERNATE NO 2
TASK DESCRIPTION AMOUNT
A. Install Gravity Sewer Manhole and Main to Property
Owner $22,065.00
ADDITIVE ALTERNATE NO 2 BID TOTAL $22,065.00
Travel expenses will be paid at no more than the City of Meridian's Travel and
Expense Reimbursement Policy.
Bittercreek Lift Station and Pipelines Project- page 12 of 12
Project No. 10018d