HomeMy WebLinkAboutIndependent Contractor Services Agreement with McMaster Construction Development, Inc. for Water Line Replacement Carlton and State Phase 2AGREEMENT FOR INDEPENDENT CONTRACTOR SERVICES
Water Line Replacement - CarltonlState Phase 2 Construction
Project No. 10172B
THIS AGREEMENT FOR INDEPENDENT CONTRACTOR SERVICES is made
this ~' day of Ma 2011, and entered into b and between the Cit of M ' '
. , Y y eridian, 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
_McMaster Construction and Development, Inc _, hereinafter referred to as
"CONTRACTOR", whose business address is P 0 Box 1341 Ea le ID 83616 and
whose Public Works Contractor License # is C-04466-2-2.
INTRODUCTION
Whereas, the City has a need for services involving Water Line Re lacements -
Carlton/State Phase 2 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, 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 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.
Water Line Replacement Carlton/State Phase 2 Construction page 1 of 13
Project 10172B
1.3 The Contractor shall provide services and work under this
Agreement consistent with the requirements and standards es '
tablished by
applicable federal, state and city laws, ordinances re ulations an
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resolutions. The Contractor represents and warrants that it will erf '
p orm its
work in accordance with generally accepted Indust standards an
ry d
practices for the profession or professions that are used in erformanc
. p e of
this Agreement and that are in effect at the time of erformance '
p of this
Agreement. Except for that representation and an re resentati
y p ons made
or contained in any proposal submitted by the Contractor and an re orts
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or opinions prepared or issued as part of the work erformed b the
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Contractor under this Agreement, Contractor makes no other war '
. ranties,
either express or implied, as part of this Agreement.
1.4 Services and work provided by the Contractor at the Cit 's re uest
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under this Agreement will be performed in a time) manner in accordance
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with a Schedule of Work, which the parties hereto shall a ree to. The
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Schedule of Work maybe revised from time to time u on mutual written
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consent of the parties.
2. Consideration
2.1 The Contractor shall be compensated on a Lum Sum basis as
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provided in Attachment B "Payment Schedule" attached hereto and b
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reference made a part hereof for the Not-To-Exceed amount of
$167,520.70.
2.2 The Contractor shall provide the City with a month) statement as
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the work warrants, of fees earned and costs incurred for services rovided
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during the billing period, which the City will pay within 30 da s of recei t of
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a correct invoice and approval by the City. The City will not withhold an
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ederal or State income taxes or Social Security Tax from an a ment
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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 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 mocku s. S ecificall
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Contractor shall not be entitled by virtue of this A reement to
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consideration in the form of overtime, health insurance benefits,
retirement benefits, paid holidays or other paid leaves of absence of an
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type or kind whatsoever.
Water Line Replacement Carlton/State Phase 2 Construction pa e 2 of 13
Project 101726 9
3. Term:
3.1 This agreement shall become effective u on executi
p on by both
parties, and shall expire upon (a) completion of the a reed u on work
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September 30, 2011 or (c) unless sooner terminated as r '
p ov~ded below or
unless some other method or time of termination is listed in Att
achment A.
3.2 Should Contractor default in the performance of this A ree
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materially breach any of its provisions, City, at Cit 's o tion ma
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terminate this Agreement by giving written notification to Contractor.
3.3 Should City fail to pay Contractor all or an art of the
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compensation set forth in Attachment B of this Agreement on the date
due, Contractor, at the Contractor's option, ma terminate this A reement
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if the failure is not remedied by the City within thirt 30 da s from the
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date payment is due.
3.4 This Agreement shall terminate automaticall on the occurrence of
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any of the following events; a) Bankruptcy of insolvenc of either art ' b
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Sale of Contractor's business; or c) Death of Contractor
3.5 TIME FOR EXECUTING CONTRACT AND LIQUIDATED
DAMAGES
Upon receipt of Notice to Proceed, the Contractor shall have 120 one
(
hundred twenty) calendar days to complete the entire ro'ect as described
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herein. Contractor shall be liable to the City for an Bela be and this time
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period in the amount of 500.00 five hundred dollars er calendar da .
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Such payment shall be construed to be liquidated lama es b the
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contractor in lieu of any claim or damage because of such delay and not
be construed as a penalty.
4. Termination:
4.1 If, through any cause, CONTRACTOR, its officers, em to ees, or
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agents fails to fulfill in a timely and proper manner its obli ations under
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this Agreement, violates any of the covenants, agreements, or sti ulations
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of this Agreement, falsifies any record or document re uired to be
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prepared under this agreement, engages in fraud, dishonesty, or an
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other act of misconduct in the performance of this contract, or if the Cit
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Council determines that termination of this Agreement is in the best
interest of CITY, the CITY shall thereupon have the ri ht to terminate this
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Agreement by giving written notice to CONTRACTOR of such termination
and specifying the effective date thereof at least fifteen (15 da s before
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the effective date of such termination. CONTRACTOR ma terminate this
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agreement at any time by giving at least sixty (60) days notice to CITY.
Water Line Replacement Carlton/State Phase 2 Construction page 3 of 13
Project 10172B
In the event of any termination of this A reement all finis
, , g hed or
unfinished documents, data, and reports re ared b CONT
. p p y RACTOR
under this Agreement shall, at the option of the CITY become it
s
property, and CONTRACTOR shall be entitled to receive 'ust and
e u ita ~
q ble compensation for any work satisfactoril com lete hereunder.
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4.2 Notwithstanding the above, CONTRACTOR shall not be reliev
ed of
liability to the CITY for damages sustained b the CITY b virtue of
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breach of this Agreement by CONTRACTOR, and the CITY ma withh
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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 an
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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 an ri hts or
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power vested in the City and therefore has no authority to bind or incur
any obligation on behalf of the City. The selection and desi nation of the
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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 Cit .
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5.3 Contractor shall determine the method, details and means of
performing the work and services to be provided b Contractor under this
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Agreement. Contractor shall be responsible to City only for the
requirements and results specified in this Agreement and, exce t as
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expressly provided in this Agreement, shall not be subjected to Cit 's
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control with respect to the physical action or activities of Contractor in
fulfillment of this Agreement. If in the performance of this A reement an
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third persons are employed by Contractor, such persons shall be entire)
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and exclusively underthe 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 dama es
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or injury to persons or property and losses and expenses and other costs
including litigation costs and attorney's fees, arising out of, resultin from
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Water Line Replacement Carlton/State Phase 2 Construction page 4 of 13
Project 101726
or in connection with the performance of this A
C greement by the
ONTRACTOR, its servants, a ents officer
. g s, employees, guests, and
business invitees, and not caused b or arisin
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of CITY or its employees. CONTRACTOR sh I ~ '
a I maintain ands ecificall
a rees that it will maintain throu hout the term of this ~ '
. A reement liabilit
insurance in which the CITY shall be named an additional in '
sured in the
minimum amounts as follow: General Liabilit On ' '
y e Million Dollars
x$1,000,000) per incident or occurrence Au ~ '
.. tomobile Liability Insurance
One Million Dollars x$1,000,000 er incident or
p occurrence and Workers
Compensation Insurance, in the statuto limits '
. ry as required bylaw.. 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 h r ' '
e ein provided,
CONTRACTOR covenants and a rees to indemnif
9 y and save and hold
harmless CITY from and for all such losses claims '
,actions, or~udgments
for damages or injury to persons or ro ert and of
.. p p y her costs, including
litigation costs and attorneys' fees, arisin out of res
. g ulting from , or in
connection with the performance of this Agreement b the Contra
Contr Y ctor or
actor s officers, employs, agents, representatives or subcontr
and resul ' ~ actors
tang in or attributable to personal injury, death, or lama a or
destruction to tan ' g
gable or intangible property, includin use of.
CONTR g
ACTOR shall provide CITY with a Certificate of Insuran
ce, or
other proof of insurance evidencin CONTRACTOR'S co '
g mpliance with the
requirements~of this paragraph and file such proof of insurance with th
CITY at least ten 10 e
)days prior to the date Contractor be ins
erforman '' ~ g
p ce of it s obligations under this Agreement. In the event the
insurance minimums are changed, CONTRACTOR shall ' '
immediately
submit proof of compliance with the chan ed limits. Evade
g nce of all
insurance shall be submitted to the City Purchasin A ent with a co
M .. 9 9 py to
eridian City Accounting, 33 East Broadwa Avenue Meridian
Y ,Idaho
83642.
6.2 Any deductibles, self-insured retention, or named insu
eds must
be declared in writing and approved b the Cit . At the o '
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either. the insurer shall reduce or eliminate such deductibles '
,self insured
retentions or named insureds; or the Contractor shall rovide a bon
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cash or letter of credit guaranteeing payment of losses and relat
. ed
investigations, claim administration and defense ex enses.
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6.3 To the extent of the indemnity in this contract Contractor'
s
Insurance coverage shall be primary insurance re ardin the i '
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elected officers, officials, employees and volunteers. An insuran
y ce or
self-insurance maintained by the City or the Cit 'selected officers
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officials, employees and volunteers shall be excess of the Contr '
actor s
insurance and shall not contribute with Contractor's insurance e
xcept as
to the extent of City's negligence.
Water Line Replacement Carlton/State Phase 2 Construction a
Project 10172B p ge 5 of 13
6.4 The Contractor's insurance shall a Ise aratel '
pp Y p y to each insured
against whom clam is made or suit is brou ht, exce t with res
g p pect to the
limits of the insurer's liability.
6.5 All insurance coverages for subcontractors shall be su '
b~ect to all of
the insurance and indemnity requirements stated herein.
6.6 The limits of insurance described herein shall not limit th
e liability of
the Contractor and Contractor's agents, re resentatives em I
p p oyees or
subcontractors.
7. Bonds: Payment and Performance Bonds are re uired on '
q all Public
Works Improvement Projects.
8. Notices: Any and all notices required to be iven b either of '
g y the parties
hereto, unless otherwise stated in this a reement shall be in writi
9 ng 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
McMaster Construction and Develo ment Inc
Attn: Jake Cook
P 0 Box 1341
Eagle, I D 83616
208-941-5709
eric @ mcmasterconst.com
Idaho Public Works License #: C-004466
Either party may change their address for the ur ose of this ara ra h
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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 arties
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hereto concerning this Agreement, the prevailin art shall be entitled in
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addition to any other relief as may be granted, to court costs and
reasonable attorneys' fees as determined by a Court of com etent
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jurisdiction. This provision shall be deemed to be a se arate contract
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between the parties and shall survive any default, termination or forfeiture
of this Agreement.
10. Time is of the Essence: The parties hereto acknowled a and a ree that
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time is strictly of the essence with respect to each and eve term,
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condition and provision hereof, and that the failure to time) erform an
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Water Line Replacement Carlton/State Phase 2 Construction a e 6 of 13
Project 101726 p 9
of the obli ations hereunder shall constitute a breach of, and a default
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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,
h pothecate or sell any of its rights under this Agreement except upon the
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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 ortranscripts 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 underthis Agreement shall be subject to copyright in
the United States or in any other country. The CITY shall have
unrestricted authority to publish, disclose and otherwise use, in whole or in
part, any reports, data or other materials prepared under this Agreement.
16. Compliance 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.
Water Line Replacement Carlton/State Phase 2 Construction page 7 of 13
Project 101726
17. Chan es: The CITY may, from time to time, request changes in the
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Sco a of Work to be performed hereunder. Such changes, including any
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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
enforceabilit of any other part of this Agreement so long as the remainder
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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.
Water Line Replacement Carlton/State Phase 2 Construction page 8 of 13
Project 10172B
CITY OF MERIDIAN
~-
. -~"''
BY.
TAMMY ERD, MAYOR
~ ~ I ~ .r `/
Dated.
MCMASTER CONSTRUCTION AND
DEVELOPMENT, INC
BY' Jake Cook
Dated: ~ - ,? ~' - ~'~~/
Approved by Council: ~~
\~1~~-; k l l i f l ~'t ~r'1 ~~`~
Attest: ti~`~~` `~~f~~
•~ ~~ ® -;
~~` _ y~/ rim
~ ~~
.-
.-
a.. ..
~.
-~
~~~~
JAYCE HOLMAN, CITY CLERK ~-
} q iR
..i F Lf~ R~`~5 ~a
i f ~ ~ ~ t F^.~ ~ ~ 4
b ti
4 ~~/ " v
J ~ ~ d~ ~ ~ A Rw~,~ y \!* r
iti
° i OY/ ~`0s
. ~l ~~+ ~~~ o\
4
.: t
Approved as to Content
BY:
KEITH TTS, PURCHASING MANAGER
`j'-G~
Dated.
Approved as to Form
CITY ATTORNEY
Depar m nt Ap val
BY:
NAME: '
~.
TITLE: ~tni ~~~~ ~....
Dated:
Water Line Replacement Carlton/State Phase 2 Construction page 9 of 13
Project 101726
Attachment A
SCOPE OF WORK
REFER TO INVITATION TO BID PW-11-10172B
ALL ADDENDUMS, ATTACHMENTS, AND EXHIBITS included in the
Invitation to Bid Package # PW-11-101726, are by this reference made
a part hereof.
Water Line Replacement Carlton/State Phase 2 Construction page 10 of 13
Project 10172B
Attachment B
MILESTONE /PAYMENT SCHEDULE
m lete com ensation for this Agreement shall not exceed
A, Total and cop p
$167, 520.70.
m
~,.~~' 7 i r,a a 3
i~
,_ ~~
~,,
i.
~~ rials a ui ~ ment, and incidentals as required for the
Contract includes furnishing all labor, mate q p
RLTONISTATE PHASE 2 CONSTRUCTION per IFB PW-
WATER LINE REPLACEMENTS, CA
11-10172b
Total Bid Schedule ...................$167,520.70
CONTRACT TOTAL ....................... 1 7 2 .7
ITEM PRICING BELOW WILL BE .USED FOR CHANGE ORDER PRICING ONLY.
REFERENCE ITEM DESCRIPTION
304.4.1.A.1 Trench Foundation Stabilization
306.4.1.D.1 Imported Trench Backfill
307.4.1.A.3 Miscellaneous Surface Restoration (Sodj
307.4.1.E.1 Miscellaneous Surface Restoration (Gravel Driveway)
307.4.1.F.1 Water Main -Type "P-1"Surface Restoration
307.4.1.F.5 Water Service -Type "P-1"Surface Restoration
307.4.1.G.1 Type "P-1"Surface Restoration (Asphalt Driveway)
401.4.1.A.1 Water Main Pipe - 8" PVC (C900 DR-18)
401.4.1.6.1 Water Main Fitting - 8" x 8" Cross
401.4.1.6.1 Water Main Fitting - 8" x 4" Reducer
401.4.1.6.1 Water Main Fitting - 8" x 6" Reducer
Water Line Replacement CarltonlState Phase 2 Construction
Project 101726
UNIT UNIT PRICE
CY $13.80
CY $11.60
SY $9.90
SY $2.40
LF $12.90
LF $9.30
SY $17.70
LF $23.50
Eq $574.00
Eq $358.00
Ep $358.00
page 11 of 13
401.4.1.8.1 Water Main Fitting - 8" x 8" x 8" Tee EA $399.00
401.4.1.8.1 Water Main Fitting - 8" - 90° Bend EA $295.00
401.4.1.8.1 Water Main Fitting - 6" Blind Flange EA $92.70
402.4.1.A.1 8" Gate Valve EA $1,170.00
Fire Hydrant Assembly (Incl. Tee, Gate Valve, 6" PVC
403.4.1. A.1 Pipe } EA $3, 930.00
404.4.1.A.1 Water Service Connection -Single EA $689.00
404.4.1.6.1 1"Water Service Pipe LF $9.70
404.4.1.C.1 1"Water Service Pipe -Private LF $8.40
405.4.1.A.1 Non-potable Water Line Crossing -Water Main EA $1,430.00
405.4.1.A.1 Non-potable Water Line Crossing -Water Service EA $185.00
602.4.1.0.1 Irrigation Ditch Repair - 6" Wide x 6" Deep x 5' Long EA $100.20
706.4.1.A.1 3" Concrete Rolled Curb and Gutter LF $44.00
706.4.1.A.3 6" Concrete Vertical Curb and No Gutter LF $24.20
1.A.5
706.4.
6" Concrete Vertical Curb and Gutter
LF
$26.40
706.4.1. E.1 Concrete Sidewalk SY $31.90
706.4.1. F.1 Concrete Driveway SY $173.00
1103.4.1.A.1 Construction Traffic Control LS $4,930.00
2010.4.1.A.1 Mobilization LS $5,910.00
SP-2125.4.1.A.1 ACHD Permit and Licenses LS $698.00
SP-2130.4.1.A.1 Connect to Existing Water Main EA $484.00
SP-2142.4.1.A.1 Remove and Return to City -Fire Hydrant EA $288.00
SP-2142.4.1.A.1 Remove and Return to City -Water Meter EA $96.90
Water Line Replacement Carlton/State Phase 2 Construction page 12 of 13
Project 10 1726
SP-2165.4.1.A.1 Abandon Existing Water Line EA $340.00
SP-2216.4.1.A.1 I Storm Water Management
LS ~ $484.00
Travel expenses will be paid at no more than the City of Meridian's Travel and
Expense Reimbursement Policy.
Water Line Replacement Carlton/State Phase 2 Construction page 13 of 13
Project 101726