HomeMy WebLinkAboutIndependent Contractor Services Agreement with Berry Electrical Services for WWTP Lighting ConversionsAGREEMENT FOR INDEPENDENT CONTRACTOR SERVICE
S
WWTP LIGHTING CONVERSIONS
PROJECT #6001-10186
THIS AGREEMENT FOR INDEPENDENT CONTRACTOR SERV '
ICES is made
this 21 day of J ne, 2011, and entered into b and between the i ' '
:. Y Cty of Meridian, a
municipal corporation organized under the laws of the State of Idaho her i
e Wafter
referred to as "CITY", 33 East Broadway Avenue, Meridian Idaho
83642, and -BBC
Electrical Services, Inc, hereinafter referred to as "CONTRACTOR" '
. ,whose business
address is 1299 N Black Cat Road Meridian ID 83642 and whose '
Public Works
Contractor License # is C-000841.
INTRODUCTION
Whereas, the City has a need for services involvin WWTP LI
g GHTING
CONVERSIONS; and
WHEREAS, the Contractor is special) trained ex erienced an
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competent to perform and has agreed to provide such services
NOW, THEREFORE, in consideration of the mutual romises
terms and c ' ' p ,covenants,
onditions hereinafter contained, the parties a ree as follows:
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TERMS AND CONDITIONS
1. Scope of Work:
1.1 CONTRACTOR shall perform andfurnish tothe Cit u on exe '
y p cution of
this Agreement and receipt of the City's written notice to roceed II '
p , a services
and work, and comply in all respects, as s ecified in the documen '
« p t titled
Scope of Work a copy of which is attached hereto as Attachmen " "
t A and
incorporated herein by this reference, to ether with an amendme
g y nts that
may be agreed to in writing by the parties.
1.2 All documents, drawings and written work roduct re r
p p pa ed or
produced by the Contractor under this Agreement, includin without limi '
g tation
electronic data files, are the property of the Contractor rovided h
th ~ ~ p owever,
e City shall have the right to reproduce, publish and use all such w
ork, or
any part thereof, in any manner and for any purposes whatsoever and to
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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 b
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the Contractor, the City reserves aroyalty-free, non-exclusive, and
irrevocable license to reproduce, publish and use such work, or an art
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thereof, and to authorize others to do so.
1.3 The Contractorshall provide services and work underthis A reement
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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 forthe rofession
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or professions that are used in performance of this Agreement and that are
in effect at the time of performance of this Agreement. Exce t for that
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representation and any representations made or contained in any proposal
submitted by the Contractor and any reports oropinions prepared or issued
as part of the work performed by the Contractor under this A reement,
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Contractor makes no other warranties, either express or im lied, as art of
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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 timely manner in accordance
with a Schedule of Work, which the parties hereto shall a ree to. The
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Schedule of Work may be 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 Lump Sum basis as
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 $16,000.00.
2.2 The Contractorshall provide the Citywith a monthlystatement, as the
work warrants, of fees earned and costs incurred for services provided Burin
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the billing period, which the City will pay within 30 days of recei t of a correct
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invoice and approval by the City. The City will not withhold any Federal or
State income taxes or Social Security Tax from any pa ment made b Cit to
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Contractor under the terms and conditions of this A reement. Pa ment of all
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taxes and other assessments on such sums is the sole responsibilit of
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Contractor.
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Project 6007-10186
2.3 This project is funded by an Energ Efficienc and Conservati
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Block Grant. EECBG Guidelines requirethat invoicessubmittedfor a
p yment
be separated into individual line items for labor and individual line item
s for
equipment and supplies.
2.4 Except as expressly provided in this A reement Contractorshall n
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be entitled to receive from the Cit an additional consid '
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compensation, salary, wages, or other type of remuneration for services
rendered underthis Agreement including, but not limited to meals lod in
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transportation, drawings, renderings or mockups. S ecificall Contractor
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shall not be entitled by virtue of this Agreement to consideration in th
e form
of overtime, health insurance benefits, retirement benefits aid holid
oth ~ p ays or
er paid leaves of absence of any type or kind whatsoever.
3. Term:
3.1 This agreement shall become effective u on execution b
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parties, and shall expire upon (a) completion of the a reed u on work.
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3.2 Should Contractor default in the performance of this A reem
g ent or
materially breach any of its provisions, City, at Cit 's o tion ma terminate
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this Agreement by giving written notification to Contractor.
3.3 Should City fail to pay Contractor all or an art of the com ensati
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set forth in Attachment B of this Agreement on the date due Contrac
tor, at
the Contractor's option, may terminate this A reement if the failur '
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remedied by the City within thirty (30) days from the date a ment is du
p y e.
3.4 This Agreement shall terminate automaticall on the occurren
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any of the following events; a) Bankruptcy of insolvenc of either art
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Sale of Contractors business; or c) Death of Contractor
3.5 Time for executing contract: Upon recei t of a Notice t
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Proceed, the Contractor shall have a total of 60 sixt calendar
( y} days
to complete the work as described herein.
4. Termination:
4.1 If, through any cause, CONTRACTOR, its officers em to ee
p y s, or
agents fails to fulfill in a timely and proper manner its obli ations underthi
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Agreement, violates any of the covenants, agreements, or sti ulations of this
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Agreement, falsifies any record or document re uired to be re ared under
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this agreement, engages in fraud, dishonesty, or an other act of misconduct
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in the performance of this contract, or if the Cit Council determines that
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termination of this Agreement is in the best interest of CITY, the CITY shall
thereupon have the right to terminate this Agreement b ivin written notice
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to CONTRACTOR of such termination and s ecif in the effective date
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thereof at least fifteen (15} days before the effective date of such
termination. CONTRACTOR may terminate this a reement at an time b
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giving at least sixty (60} days notice to CITY.
4.2 In the event of any termination of this A reement all finished or
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unfinished documents, data, and reports prepared b CONTRACTOR under
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this Agreement shall, at the option of the CITY, become its ro ert and
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CONTRACTOR shall be entitled to receive just and a uitable com ensation
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for any work satisfactorily complete hereunder.
4.3 Notwithstanding the above, CONTRACTOR shall not be relieved of
liability to the CITY for damages sustained b the CITY b virtue of an
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breach of this Agreement by CONTRACTOR, and the CITY ma withhol
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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 a reement
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shall not relieve CONTRACTOR of its liabilit to the CITY for lama es.
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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
officer em to Y
p yee oragent of CONTRACTOR will be deemed an employee of
CITY. Except as expressly provided in Attachment A Contractor ha
s no
authority or responsibility to exercise any rights or ower vested in the Cit
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and therefore has no authority to bind or incur an obli anon on behalf of the
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City. The selection and designation of the ersonnel of the CITY in th
p e
performance of this agreement shall be made b the CITY.
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5.2 Contractor, its agents, officers, and emplo ees are and at all times
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during the term of this Agreementshall representand conductthemselves
as
independent contractors and not as emplo ees 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 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 oractivities of Contractorin fulfillmentofthisAgreement. 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.
5.4 EECBG GRANT REQUIREMENTS
This project is being funded by an Energy Efficiency and Conservation
Block Grant. The Davis-Bacon Act applies to this project and it is the
responsibility of the Contractor to comply in all aspects of the law.
This Request for Proposal and resulting contract, will besubject toHUD-
4010 Federal Labor Standards Provisions attached hereto as
"Attachment B" and made a part hereof. Paragraph 2 on page 2 of 5 of
HUD-4010 states that the City may withhold payment to Contractor for
failure to pay wages when due. Davis-Bacon requires wages to be
paid not less often than once a week. All subcontractors and any
lower tier subcontractors are subject to the same Davis-Bacon
Wage requirements as the general contractor.
The wage rate decision forthe area incorporating the City of Meridian
may be found at the following web address:
http://www.gpo gov/davisbacon/ID.html
HUD ACT- SECTION 3
All contracts and subcontracts that result from this proposal are
subject to the following:
A. The work to be performed under this contract is subject to the requirements of section 3 of the
Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 u (section 3). The
purpose of section 3 is to ensure that employment and other economic opportunities generated by
HUD assistance or HUD-assisted projects covered by section 3, shall, to the greatest extent
feasible, be directed to low- and very low-income persons, particularly persons who are recipients b
HUD assistance for housing.
B. The parties to this contract agree to comply with HUD's regulations in 24 CFR part 135, which
implement section 3. As evidenced by their execution of this contract, the parties to this contract
certify that they are under no contractual or other impediment that would prevent them from
complying with the part 135 regulations.
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Project 6007-10186
C. The contractor agrees to send to each labor organization or representative of workers with which
the contractor has a collective bargaining agreement or other understanding, if any, a notice advising
the labor organization or workers'representative of the contractor's commitments under this section 3
clause, and will post copies of the notice in conspicuous places at the work site where both
employees and applicants for training and employment positions can see the notice. The notice shall
describe the section 3 preference, shall set forth minimum number and job titles subject to hire,
availability of apprenticeship and training positions, the qualifications for each; and the name and
location of the person(s) taking applications for each of the positions; and the anticipated date the
work shall begin.
D. The contractor agrees to include this section 3 clause in every subcontract subject to compliance
with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an
applicable provision of the subcontract or in this section 3 clause, upon a finding that the
subcontractor is in violation of the regulations in 24 CFR part 135. The contractor will not subcontract
with any subcontractor where the contractor has notice or knowledge that the subcontractor has been
found in violation of the regulations in 24 CFR part 135.
E. The contractor will certify that any vacant employment positions, including training positions, that
are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons
other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be
directed, were not filled to circumvent the contractor's obligations under 24 CFR part 135.
F. Noncompliance with HUD's regulations in 24 CFR part 135 may result in sanctions, termination b
this contract for default, and debarment or suspension from future HUD assisted contracts.
G. With respect to work performed in connection with section 3 covered Indian housing assistance,
section 7(b) of the Indian Self Determination and Education Assistance Act (25 U.S.C. 450e) also
applies to the work to be performed under this contract. Section 7(b) requires that to the greatest
extent feasible (i) preference and opportunities for training and employment shall be given to Indians,
and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations
and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of
section 3 and section 7(b) agree to comp) y with section 3 to the maximum extent feasible, but not in
derogation of compliance with section 7(b).
6. Indemnification and Insurance:
CONTRACTOR shall indemnifyand save and hold harmless CITYfrom 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 bythe CONTRACTOR,
its servants, agents, officers, employees, guests, and business invitees, and
not caused by or arising out of the tortious conduct of CITY or its employees.
CONTRACTOR shall maintain, and specifically sprees that it will maintain,
throu hout the term of this A reement liabilit 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,
WWTP Lighting Conversions page 6 of 13
Project 6007-10186
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 covenantstoindemnify and save and hold harmless CITY; and if CITY
becomes liable for an amount in excess of the insurance limits, herein
provided, CONTRACTOR covenants and agrees to indemnify and save and
hold harmless CITY from and for all such losses, claims, actions, or
judgments for damages or injury to persons or property and other costs,
including litigation costs and attorneys' fees, arising out of, resulting from , or
in connection with the performance of this Agreement by the Contractor or
Contractor's officers, employs, agents, representatives orsubcontractors 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.
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.
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Project 6007-10186
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.
1. 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
Berry Electrical Services, Inc
Attn: Shaunna Berry
1299 N Black Cat Rd
Meridian, ID 83642
208-898-0950
shaunna @ berryelectrical. us
Idaho Public Works License #; C-000841-C-4
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.
8. 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 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.
9. Time is of the Essence: The parties hereto acknowledge and agree that
time is strictly of the essence with respect to each and everyterm, 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.
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Project 6007-10186
10. Assignment: It is expressly agreed and understood by the parties hereto,
that CONTRACTOR shall not have the rightto assign, transfer, hypothecate
or sell any of its rights under this Agreement except upon the prior express
written consent of CITY.
11. 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.
12. Reports and Information:
12.1 At such times and in such forms asthe 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.
12.2 Contractor shall maintain all writings, documents and records
prepared orcompiled 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, photostatic,
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.
13. Audits and Inspections: At any time during normal business hours and as
often asthe CITY maydeem necessary, there shall be made availabletothe
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.
14. 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.
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Project 6007-10186
15. 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.
16. Changes: The CITY may, from time to time, request changes in the Scope
of Workto 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.
17. 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.
18. Waiver of Default: Waiver of default by either party to this Agreement shall
not be deemed to be waiverof anysubsequent default. Waiverorbreach of
any provision of this Agreement shall not be deemed to be a waiver of any
other orsubsequent breach, and shall not be construed to be a modification
ofthe terms of this Agreement unlessthisAgreement ismodified asprovided
above.
19. 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.
20. 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.
21. Order of Precedence: The order or precedence shall be the contract
agreement, the Invitation for Bid document, then the winning bidders
submitted bid document.
22. 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.
23. Approval Required: This Agreement shall not become effective orbinding
until approved by the City of Meridian.
WWTP Lighting Conversions page 10 of 13
Project 6007-10186
CITY OF MERIDIAN
BY:
TAM d WEERD, MAYOR
Dated: (o 'a/- lJ
BERRY ELECTRICAL SERVICES, INC
BY: SHAUNNA BERRY, PRESIDE
Dated: J"r
Approved by City Council: ~,/ ,
~;' a
~ ~ r ~ ~ a~ a ~"t ~~~~~ '~a ~y
Attest. ~ ~/ • .~
,~ .~.
~.
JAYCEE L. H MAN, CITY CLERK ~ ~.
~H
~~
,. ~ ~ ~ Y~ 1 e 4 a..
~ `,~ ~ ,.
~ ~t ~r~
Approved as to Content ~a~:~ ~ ~ ~~ ~~ ~ ~ ~~ A ~ r#~nent Approval
~ ~ ~~, ..
>~,, ~ y ~ ;~ ,G ~,
t ,F {~ y rya
~ ~~ 1•
t ~ ~ 3 £ :~1~ ~'
e ~ ~
BY: ~.~~ BY.
KEITH ATTS, PURCHASING AGENT
Dated: A/7/`~' /~
Approved as to Form
CITY ATTORNEY
WWTP Lighting Conversions
Project 6007-10186
NAME: tai / ~,~y~,n,~,~ p~
TITLE: ~ : ~~ ~ ~~ ~~~ ~~~
Dated: ~ ~.~" ~
page 11 of 13
Attachment A
ScoPE of WORK
REFER TO REQUEST FOR PROPOSAL PW-11-6007-10186
ALL ADDENDUMS, ATTACHMENTS, AND EXHIBITS included in the
RFP # PW-11-6007-10186 and proposal dated 06-08-2011 by Shaunna
Berry, are by this reference made a part hereof.
In addition to the Tasks mentioned in Attachment B, the contractor agrees
to participate in an Easy Upgrades pre-application meeting with Idaho
Power and provide the technical information for the City to submit the
application for a rebate.
WWTP Ligh#ing Conversions page 12 ofi 13
Project 6007-141$6
Attachment B
MILESTONE /PAYMENT SCHEDULE
A. Total and complete compensation for this Agreement shall not exceed
$16, 000.00.
TASK DESCRIPTION AMOUNT
Item 1 Replace 59 light switches with Occupancy Sensors, $5,923.01
Leviton ODS101DW
Item 2 Retrofit 37 existing 4" T12 fixtures with T8 Ballast and
672
51
$2
Lamps, Advance ICN2P32SC and Phillips .
,
F32T8TL850ALT0
Item 3 Replace 25 existing 8" T12 fixtures with 4" Tandem T8 $4,383.25
fixtures, Metalux STSSF232UNVADVICN4P32SC
Item 4 Replace 8 existing 70 watt High Pressure Sodium
369
76
$1
Exterior Fixtures with 28 watt Fluorescent fixtures, RAB .
,
WPTF28
Item 5 Replace 2 existing 250 watt Metal Halide Exterior
$541
04
Fixtures with 56 watt Fluorescent fixtures, RAB .
WPTF228
Item 6 Remove 46- T12 Lamps and 11- T8 Lamps from Included in
existin fixtures ro osal ricin
Item 7 Exterior Lighting -Retrofit 2 Parking Lot Pole Lights
110
43
$1
with Induction. Provide and install 2 Sylvania Icetron ,
.
Induction Retrofit Kits
TOTAL $16,000.00
Travel expenses will be paid at no more than the City of Meridian's Travel and
Expense Reimbursement Policy.
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Project 6007-10186