HomeMy WebLinkAboutIndependent Contractor Services Agreement with Apex Integrated Security Systems for Access Control System and Installation WWTP+~~ ~~
EMENT FOR INDEPENDENT CONTRACTOR SERVICES
AGRE
Access Control System at Wastewater Treatment Plant
PROJECT #10228
NAL SERVICES is made this 8t" day of
THIS AGREEMENT FOR PROFESSIO
and entered into b and between the City of Meridian, a municipal
February, 2010, Y
i n or anized under the laws of the State of Idaho, hereinafter referred to as
corporat o g
" 3 East Broadwa Avenue, Meridian, Idaho 83642, and Apex Integrat_ed_
CITY,3 y .
stems hereinafter referred to as CONTRACTOR ,whose business address
Securit S ,
h 4 Street Boise ID 83702 and whose Public Works Contractor License #
is 109 Sout _
is ELE-SC-31669.
INTRODUCTION
Whereas, the City has a need for services involving. Access Control
System and Installation; and
WHEREAS, the Contractor is specially trained, experienced and
competent to perform and has agreed to provide such services;
NOW, THEREFORE, inconsideration 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 tothe 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 underthis 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
Apex -Access Control @ WWTP - kw
page 1 of 12
C:1Documents and SettingsljelliottlLocal SettingslTemporary Internet Files10LK1 C41Apex Agreement -Access
Control @ UVWTP - kw.doc
ereof in an manner and for any purposes whatsoever and to
any part th y
ize others to do so. If an such work is copyrightable, the Contractor
author Y
ri ht the same exce t that, as to any work which is copyrighted by
may copy g p .
ntractor the Ci reserves aroyalty-free, non-exclusive, and
the Co tY
' vocable license to re roduce, publish and use such work, or any part
erre p
thereof, and to authorize others to do so.
1.3 The Contractorshall provide services and work underthisAgreement
consistent with the re uirements and standards established by applicable
q
federal state and cit laws, ordinances, regulations and resolutions. The
Y
Contractor re resents and warrants that It well perform Its work In accordance
p .
with enerall acce ted industry standards and practices forthe profession
g Y p
or rofessions that are used in performance of this Agreement and that are
p
in effect at the time of performance of this Agreement. Except for that
re resentation and any representations made or contained in any proposal
p .. .
submitted b the Contractor, and any reports or openeons prepared or Issued
Y
as art of the work performed by the Contractor under this Agreement,
p
Contractor makes no other warrantees, either express or Implied, as part of
this Agreement.
1.4 Services and work provided 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
rovided in Attachment B "Payment Schedule" attached hereto and by
p
reference made a part hereof for the Not-To-Exceed amount of $99,070.55.
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.
Apex -Access Control @ WWTP - kw
page 2 of 12
C:IDocuments and SettingsljelliottlLocal SettingslTemporary Internet Files10LK1 C41Apex Agreement -Access
Control @WWTP - kw.doc
sex ressl rovided in this Agreement, Contractor shall not
2.3 Except a p y p
to receive from the City any additional consideration,
be entitled
tion sala wa es, or other type of remuneration for services
compensa ry, g
d underthis A reement including, but not limited to, meals, lodging,
rendere g . .
ortation drawin s, renderings or mockups. Specifically, Contractor
transp g
t be entitled b virtue of this Agreement to consideration in the form
shall no y .
vertime health insurance benefits, retirement benefits, paid holidays or
of o ,
other aid leaves of absence of any type or kind whatsoever.
p
3. Term:
3.1 This a reement shall become effective upon execution by both
9
arties and shall ex ire upon (a) completion of the agreed upon work, (b)
p p
Se tember 30, 2011 or (c) unless sooner terminated as provided below or
p .
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
material) breach any of its provisions, City, at City's option, may terminate
Y
this Agreement by giving written notification to Contractor.
3.3 Should Cit fail to pay Contractor all or any part of the compensation
y
set forth in Attachment 6 of this Agreement on the date due, Contractor, at
the Contractor's option, may terminate this Agreement if the failure is not
remedied b the City within thirty (30) days from the date payment is due.
Y
3.4 This A reement shall terminate automatically on the occurrence of
g
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
U on receipt of a Noticeto Proceed, the Contractorshall begin work no
p .
later than June 6, 2011 and shall have until September 6, 2011 to
completetheproject. Contractorshall be liabletothe Cityforanydelay
be and this date in the amount of five hundred dollars ($500.00) per
y
Apex -Access Control @ UVWTP - kw
page 3 of 12
C:1Documents and SettingsljelliottlLocal SettingslTemporarylnternet Files10LK1 C41Apex Agreement -Access
Control @ WWf P - kw.doc
alendar da . Such a ment shall be construed to be liquidated
c y pY
ama es b the Contractor in lieu of any claim or damage because of
d g Y
such dela and not be construed as a penalty. These liquidated
Y ..
lama es shall not a ply to days affected by conditions beyond the
9 p
reasonable control of the contractor.
Termination:
If throu h an cause, CONTRACTOR, its officers, employees, or agents
g Y .
fails to fulfill in a timely and proper manner Its obligations under this
A reement, violates any of the covenants, agreements, or stipulations of this
g
A reement, falsifies any record ordocument required to be prepared under
g .
this a reement, engages in fraud, dishonesty, or any other act of misconduct
g
in the erformance of this contract, or if the City Council determines that
p, .
termination of this Agreement is in the best interest of CITY, the CITY shall
thereu on have the right to terminate this Agreement by giving written notice
p
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
A reement shall, at the option of the CITY, become its property, and
g
CONTRACTOR shall be entitled to receive dust and equitable compensation
for any work satisfactorily complete hereunder.
Notwithstanding the above, CONTRACTORshall notbe relieved of liabilityto
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 lama es due the CITY from CONTRACTOR is determined. This
9
provision shall survive thetermination of this agreementand shall not relieve
CONTRACTOR of its liabilityto the CITY for damages.
4. 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 oragentof CONTRACTORwill bedeemed an employee of
Apex -Access Control @ WWTP - kw
page 4 of 12
C:1Documents and SettingsljelliottlLocal SettingslTemporary Internet Files10LK1 C41Apex Agreement -Access
Control @WWTP - kw.doc
CITY. Exce t as expressly provided in Attachment A, Contractor has no
p
authori or res onsibility to exercise any rights or power vested in the City
tY p
and therefore has no authorityto bend or Incurany obligation on behalf of the
Cit . The selection and designation of the personnel of the CITY in the
Y
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.
5. 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 orarising outof thetortious conductof CITYorits employees.
CONTRACTOR shall maintain, and specifically agrees that itwill maintain,
throughoutthe term of thisAgreement, 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 bylaw.. The limits of insurance shall not be deemed a limitation
of the covenants to indemnifyand save and hold harmless CITY; and if CITY
becomes liable for an amount in excess of the- insurance limits, herein
provided, CONTRACTOR covenants and agreesto 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,
Apex -Access Control @ WwTP - kw
page 5 of 12
C:1Documents and SettingsljelliottlLocal SettingslTemporary Internet Files10LK1 C41Apex Agreement -Access
Control @ WWTP - kw.doc
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 orsubcontractorsand
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.
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.
6.4 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.
6.5 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.
Apex -Access Control @ W1NTP - kw
page 6 of 12
C:1Documents and SettingsljelliottlLocal SettingslTemporarylnternet Files10LK1C41ApexAgreement -Access
Control @ WWTP - kw.doc
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
Apex I nteg rated Security Syst_ ems
Attn: John Elliott
109 South 4 Street
Boise, I D 83702
Ph. (208 378-9650
Idaho Public Works License #: ELE-SC-31669
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 anyother relief as may be granted, to courtcosts 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.
Apex -Access Control @ VWVTP - kw
page 7 of 12
C:1Documents and SettingsljelliottlLocal SettingslTemporarylnternet Files10LK1 C41Apex Agreement -Access
Control @ WWTP - kw.doc
• ' ~ erformin the Work required herein,
12. Discrimination Prohibited. In p g
discriminate in violation of any federal,
CONTRACTOR shall not unlawfully
ion a ainstan person on the bases of race,
state or local law, rule or regulat g Y , ,
' ' ational on in or ancestry, age or disability.
color, religion, sex, n g
13. Reports and Information:
' forms as the CITY may require, there shall
13.1 Atsuch times and in such
h statements, records, reports, data and
be furnished to the CITY suc
• re uest ertaining to matters covered by this
information as the CITY may q p
Agreement.
II maintain all writings, documents and records
13.2 Contractor sha .
' 'connection with the performance of this Agreement
prepared or compiled in
' ' ur 4 ears from the termination or completion of this or
fora minimum of fo () y . , .
' ' cludes an handwriting, typewriting, printing, photo static,
Agreement. This in y
' eve other means of recording upon any tangible thing,
photographic and ry
nication or re resentation including letters, words,
any form of commu p
' tures sounds or s mbols or any combination thereof.
pic Y as
' tions: At an time during normal business hours and
14. Audits and Inspec Y .
ma deem necessa ,there shall be made availabletothe
often as the CITY y ry
' ' n all of CONTRACTOR'S records with respect to all
CITY for examinatio
b this A reement. CONTRACTOR shall permit the CITY to
matters covered y g
' nd make excer is or transcripts from such records, and to
audit, examine, a p
' I contracts invoices, materials, payrolls, records of
make audits of al ,
onditions of em to ment and other data relating to all matters
personnel, c p Y
covered by this Agreement.
' roduction and Use of Material: No material produced in
15. Publication, Rep
' rt under this A reement shall be subject to copyright in the
whole or in pa g
' r in an other count .The CITY shall have unrestricted
United States o y rY
' to ublish disclose and otherwise use, in whole or in part, any
authority p ,
re orts data or other materials prepared under this Agreement.
p
' with Laws: In erforming the scope of work required
16. Compliance p
under CONTRACTOR shall comply with all applicable laws, ordinances,
here ,
and codes of Federal, State, and local governments.
' CITY ma from time to time, request changes in the Scope
17. Changes. The y,
Workto be erformed hereunder. Such changes, including any increase
of p
rease in the amount of CONTRACTOR'S compensation, which are
or dec
Apex -Access Control @ WWTP - kw
page~8 of 12
C:1Documents and SettingsljelliottlLocal SettingslTemporary Internet Files10LK1 C41ApexAgreement -Access
Control @ WWTP - kw.doc
the CITY and CONTRACTOR, shall
mutual) agreed upon by and between .
y which shall be executed with the
be incor orated in written amendments
p
same formalities as this Agreement.
• ' ' ' If an art of this Agreement is held to be
18. Construction and Severability. y p . .
• uch holdin will not affect the validity or
invalid or unenforceable, s g
• isA reementso long asthe remainderof
enforceabilityof any other partof th g
A reement is reasonably capable of completion.
the g
' f default b either partytothisAgreement shall
19. Waiver of Default: Waiver o y
' fan subse uentdefault. Waiver or breach of
not be deemed to be waiver o y q .
' reement shall not be deemed to be a waiver of any
any provision of this Ag , .
reach and shall not be construed to be a modification
other orsubsequent b ..
' ment unless this A reement is modified as provided
of the terms of this Agree g
above.
:Each art warrants and represents that in executing
20. Advice of Attorney p Y ,
' ent. It has received independent legal advice from its attorney s
thisAgreem
or the opportunity to seek such advice.
nt: This A reement contains the entire agreement of the
21. Entire Agreeme g
' es an and all othera reements or understandings, oral
parties and supersed y g
written whether revious to the execution hereof or contemporaneous
of p
herewith.
dence: The order or precedence shall be the contract
22. Order of Prece .
Invitation for Bid document, then the winning bidders
agreement, the
submitted bid document.
' : This A reement shall be governed by and construed and
23. Applicable Law g
' cordance with the laws of the State of Idaho, and the
enforced in ac
ordinances of the City of Meridian.
uired: This A reement shall not become effective or binding
24. Approval Req g
until approved by the City of Meridian.
Apex -Access Control @ WWTP - kw
page 9 of 12
C:1Documents and SettingsljelliottlLocal SettingslTemporary Internet Files10LK1 C41Apex Agreement -Access
Control @WWTP - kw.doc
CITY OF MERIDIAN
BY: ~~"4
TAMMY d EERD, MAYO
PEX INTEGRATED SECU TIONS
A
B:
ated
D 1~.~~t~ri i~ir~~l~~/
~~ ~~ ~~ ~~
~~ ~ ~? ~~/ /~i
Attest: ~ ~ ~ ~~F
,~ ~
1 \ s/
"~ i
"~ I
P
r
-.
JAYCEE HOLMAN, CITY CLERK ~ ~~o
~.
~a Usr ~s~ . ,~
b Council: ~ r''~ ~~11NT`~ ~ ~~'"`~
Approved y
~~~°~d1IlI!41t111,~`
Approved as to Content
BY:
KEIT A S, P RCHASING MANAGER
Dated: ~/ ~ ~ l
Apex -Access Control @ WWTP - kw
Dated: ~'~~i9 / v~~~/
Department Approval
BY: ~~`
NAME. Rich Dees
TITLE: Deputy Director, Public Works
Dated : d
Approved as to Form
CITY ATTORNEY
page 10 of 12
C:1Documents and Settingsljelliottllocal SettingslTemporary Internet Files10LK1C41Apex Agreement -Access
Control @ WWTP - kw.doc
Exhibit A
SCOPE OF WORK
' buildin described in Exhibit B below. Price
rovide and Install access control for nine ~9) g
P
r inte ration into the City's existing Lenel system.
Includes all required software fo g
Apex -Access Control @ WWTP - kw
page 11 of 12
currents and Settin sljelliottlLocal SettingslTemporarylnternet Files10LK1 C41Apex Agreement -Access
C.1Do 9
Control @WWTP - kw.doc
Exhibit B
MILESTONE I PAYMENT SCHEDULE
A. Total and complete compensation for this Agreement shall not exceed
$99, 070.55.
TASK DESCRIPTION DATE AMOUNT
A. Lenel License per proposal dated 115111. $12,675.00
B. Admin Bld Access Control for 2 Doors
9 $5,540.00
C, Generator Bldg. Access Control for 2 Doors incl.
Conduit &Fittin s. $8,365.00
p, Booster Station Access Control for 4 Doors incl.
Conduit &Fittin s. $16,930.00
E• Maintenance Building Access Control for 1 Door incl.
Conduit &Fittin s. $5,530.00
F~ 0 erations Buildin Access Control for 4 Doors.
p g $14,125.00
G• Lab Buildin Access Control for 4 Doors
9 $10,920.00
H. Post Air Blower Building Access Control for 3 Doors
incl. Conduit &Fittin s. $8,860.00
I UV Building Access Control for 1 Door incl. Conduit &
Fittin s. $6,965.00
~. BRO Building Access Control for 1 Door incl. Conduit &
Fittin s. $6,275.00
Pa ment & Performance Bonds (3%)
v $2, 885.55
Prices include all incidentals required in performing
the above work.
TOTAL $99,070.55
Apex -Access Control @ WWTP - kw
page 12 of 12
C:IDocuments and SettingsljelliottlLocal SettingslTemporarylnternet Files10LK1C41ApexAgreement -Access
Control @ UVWTP - kw.doc
Integrated Security Solutions
FACSIMILE TRANSMITTAL SHEET
TO: FROM:
Dalelyn Allen-Office Manager
Keith Watts
(ZO8) 378-9650
COMPANY: DATE:
City of Meridian 3~1~ZOll
FAX NUMBER: FAX NUMBER:
(ZO8) 887-4813 (ZO8) 378-9660
RE: TOTAL NO.OF PAGES INCLUDING COVER:
Signed Contracts 13
^ URGENT ^ FOR REVIEW ^ PLEASE COMMENT ^ PLEASE REPLY ^ PLEASE RECYCLE
NOTESICOMMENTS:
Please let me know if you have any questions.
Sincerely,
Da e yn Allen
Office Manager
daleCa~anexboise.com
t ~~,~~
~ l~,~a~
Zo8.3~8.9650
zo8.378.966o fax
io9 SOUTH 4TH STREET
BOISE, ID 837oz
PHONE: (ZO8) 378-9650 ~ FAX: (ao8) 378-9660
03/01/2011 16:27 FAX 2083?8966 0 APEX INTEGRATED SECURITY
X001
~~~ TX REPORT *~~
TRANSMISSION OK
TX/RX NO
RECIPIENT ADDRESS
DESTINATION ID
ST. TIME
TIME USE
PAGES SENT
RESULT
1789
8874813
03/01 16:25
01'56
13
OK