HomeMy WebLinkAboutStevens and Sons Drilling for Well 10B Test Well Construction2010-09-27 13:25 » 20834407b9 P 3/14
AGREEMENT FOR
INDEPENDENT CONTRACTOR $ERVICE$
Well 10B Test Well Construction
Project 10t111.a
THIS AGREEMENT FOR PROFI;~SSIONAL SERVICES is made this day of
Se tember , 2010, and entered mto 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 Stevens
& Sons Drilling ,hereinafter referred to as "CONTRACTOR", whose business address is
3709 Hawthorne Dr. Boise, ID 83703 and whose Public Works Contractor License #
is C-1252$
INTRODUCTION
Whereas, the City has a need for services involving WELL 10B TEST
WELL 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
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, ali services and work, and comply in all respects, as specified in
the document titled "Scope of Wark" 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 wi#hout
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 far 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
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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 perfom~ance of
this Agreement and that are in effect at the time of performance of this
Agreement. Except far that representation and any representations made
or contained in any proposal submitted by the Contractor and any reports
or opinions prepared or issued as park 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 park hereof for the Not-To-Exceed amount of
$122,390.00.
2.2 The Contractor shall provide the City with a monthly statement, 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 ar State income taxes or Social Security ~'ax 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 sale responsibility of Contractor.
2.3 Except as expressly provided in this Agreement, Contractor shall
not be entitled to nv 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,
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3.
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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 ar kind whatsoever.
Term:
3.1 This agreement shall became effective upon execution by both
parties, and shall expire upon (a) completion of the agreed upon work, (b)
September 30, 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 ~Il 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
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 three hundred dollars ($300.00) 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.
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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 ar 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 Gouncil
determines that termination of this Agreemen# is in the best interest of
GITY, 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. CONTRAGTOR may terminate this
agreement at any time by giving at least sixty (s0) days notice to GITY.
In the event of any termination of this Agreement, all #inished or unfinished
documents, data, and reports prepared by GONTRACTOR under this
Agreement shall, at the option of the CITY, became 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 GITY far damages sustained by the CITY by virtue of any
breach of this Agreement by CONTRACTOR, and the GITY may withhold
any payments to CONTRAGTOR 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
far 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 GONTRAGTOR will be deemed an
employee of GITY. Except as expressly provided in Attachment A,
Gontractar 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 GITY in the performance of this agreement shall be
made by the CITY.
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5.2 Contractor, its agents, officers, and employees are and at all times
during the term of this Agreement shall represen# and conduct themselves
as independent contractors and not as employees of the City.
5.3 Gontractor shall determine the method, details and means of
performing the work and services to be provided by Contractor under this
Agreement. Contractor steal! be responsible to City only for the
requirements and results specified in this Agreement and, except as
expressly provided in this Agreement, shat! not be subjected to City's
control with respect to the physical action ar activities of Contractor in
fulfillment of this Agreement. If in the performance of this Agreement any
third persons are employed by Gontractor, such persons shall be entirety
and exclusively under the direction and supervision and control of the
Contractor.
fi. Indemnification and Insurance:
6.1 CONTRACTOR shall indemnify and save and hold harmless CITY
from and for any and ail 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 cut 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 steal[ 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 ar 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 ar 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
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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, CdNTRACTCR 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
83fi42.
6.2 Any deductibles, selfi-insured retention, or named insureds must
be declared in writing and approved ey 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 Ta the extent of the indemnity in this contract, Contractor's
lnsurance 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.
6,4 The Contractor's insurance steal( apply separately to each insured
against wham claim is made or suit is brought, except with respect to the
limits of the insurers liability.
6.5 All insurance coverages for subcontractors shall be subject to all of
the insurance and indemnity requirements stated herein.
6.6 The limits of insurance described herein shall not limit the liability of
the Contractor and Contractor's agents, representatives, employees or
subcontractors.
7. Bands: 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:
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City of Meridian
Purchasing Agent
33 E. Broadway Avenue
Meridian, Idaho 83642
Stevens & Sons I~rillina
Attn: Ron Stevens_
3709 Hawthorne Dr.
Boise, ID 83703
208-344-0726
Email:
Idaho Public Works License #: C-12526
Either party may change their address far 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 casts 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, terrnination or forfeiture
of this Agreement.
~ 0. Time is of the Essence: The parties hereto acknowledge and agree that
#ime 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 ar local law, rule or regulation against any person on the
basis of race, color, religion, sex, national origin or ancestry, age or
disability.
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1 ~.
Reports and Information:
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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 Agreemen#. 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 ar any
combination thereof.
1~.. Audits and Inspections: At any time during normal business hours and
as oaten as the CITY may deem necessary, there shall be made available
to the CITY for examination all of CONTRACTOR'S records with respect
to alt 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 Agreemen#.
15. Publication, Reprvductivn and Use of Material: No material produced
in whale ar in part under this Agreement shall be subject to copyright in
the United States or in any other country. The CITY shalt have
unrestricted authority to publish, disclose and otherwise use, in whole or in
part, any reports, data or other ma#erials 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 ar 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 Se~erability: If any part of this Agreement is held to
be invalid or unenforceable, such holding will not affect the validity ar
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en#orceability 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 #erms 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 sha[I 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 ef#ective or
binding until approved by the City of Meridian.
CITY OF MERIDIAN
.~~.. -- ,
TAMMY WEERD, MAYOR
Dated: 10 " S " ( ~
STEV'ENS & ~tSN WEL LLING,
INC ;'"'
',
8Y:
Dated: ~~ ~~ ~~/ ~ .
Approved by City COUncll: ~~ ' S ~ ~
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Attest:
JAYCEE. HOLMAN, CITY CL
/ ,~~`~ ~ ~ NiE '
oaQO~ rF
o
8K
$~-AL
+-~~ '9~ UST iS~ Q`~' ~`
A raved as to Content ~~~' .9 COt1NT~ ~ ~ Department Approval
pP ,'~~~~~rrrrni~ n<<~ `~~
BY: BY:
KEIT , PU ASING AGENT
Q j~ NAME: ~~ ~~ /~cdei~
Dated: ! "~~~ (/
TITLE: f'~ Cary ~ ~
roved as to Form Dated: ~ z7 ~~
MN
CITY ATTORNEY
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Attachment A
SCQPE OF WQRK
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REFER TO INVITATION TO BID PW-10-10011.a
ALL ADpENDUMS, ATTACHMENTS, AND EX~IIBITS included in the
Invitation to Bid Package # PW-10-10011.a, signed and dated 9-22-
2010 by Ron Stevens, are by this reference made a part hereof.
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Attachment B
MILESTdNE /PAYMENT SCHEDULE
A. Total and complete compensation for this Agreement shall not exceed
$122,390.00.
item Description Estima#ed Unit Unit Price Total Amount
Quanti
1 Storm Water Mana ement 1 lum sum $2,000.00 $ 2,000.00
2 Mobilization and demobilization 1 lum sum $5,000.00 $ 5,000.00
3 Drill borehole for 12-inch 38 linear foot
surface casin $ 100.00 $ 3,800,00
4 Furnish and install 12-inch 40 linear foot $ 48
00
surface casin . $ 1,920.00
5 Furnish and install surface seal 38 linear foot $ 40.00 $ 1,520.00
6 Drill borehole below 12-inch 960 linear foot $ 65 00 400
00
$62
surface casin .
,
7 Geophysical logging 1 lump sum $3,500.00 $ 3,500.00
$ Furnish and install 2-inch 2800 linear foot $ 4.50 $12
600.00
Schedule 80 PVC casin ,
9 Fumish and install 2-inch 200 linear foot
Schedule 80 PVC slotted well $ 6.00 $ 1,200.00
screen
10 Furnish and install sand filter 350 linear foot $ 20.00 $ 7
000.00
ack ,
i 1 Fumish and install well seals 650 linear foot $ 20.00 $13,000.00
12 Well develo ment 40 hours $ 200.00 $ 8,000.00
13 Ri time 2 hours $ 225.00 $ 450.00
Total Contract Amount $122 390.00
Travel expenses will be paid at no more than the City of Meridian°s Travel and
Expense Reimbursement Policy.
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