Loading...
HomeMy WebLinkAboutIndependent Contractor Services Agreement with Star Construction for Maple Ave Water Main Replacements ConstructionCONTRACT FOR INDEPENDENT CONTRACTOR SERVICES MAPLE AVE WATER MAIN REPLACEMENTS -CONSTRUCTION PROJECT # 10177a THIS CONTRACT FOR INDEPENDENT CONTRACTOR SERVICES is made this day of November, 2011, and entered into by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho, hereinafter referred to as "CITY", 33 East Broadway Avenue, Meridian, Idaho 83642, and Star Co truction LLC, hereinafter referred to as "CONTRACTOR", whose business address is P 0 Box 157 Star, ID 83669 _and whose Public Works Contractor License # is C-14428-AAA-4. INTRODUCTION Whereas, the City has a need for services involving MAPLE AVE WATER MAIN REPLACEMENTS- 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 Contract 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 maybe agreed to in writing by the parties. 1.2 All documents, drawings and written work product prepared or produced by the Contractor under this Contract, 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. Maple Ave Water Main Replacements -Construction page 1 of 12 Project 10177a 1.3 The Contractor shall provide services and work under this Contract consistent with the requirements and standards established by applicable federal, state and city laws, ordinances, regulations and resolutions. The Contractor represents and warrants that it will perform its work in accordance with generally accepted industry standards and practices for the profession or professions that are used in performance of this Contract and that are in effect at the time of performance of this Contract. Except for that representation and any representations made or contained in any proposal submitted by the Contractor and any reports or opinions prepared or issued as part of the work performed by the Contractor under this Contract, Contractor makes no other warranties, either express or implied, as part of this Contract. 1.4 Services and work provided by the Contractor at the City's request under this Contract 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 6 "Payment Schedule" attached hereto and by reference made a part hereof for the lump sum amount of $130,506.00. 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 Contract. Payment of all taxes and other assessments on such sums is the sole responsibility of Contractor. 2.3 Except as expressly provided in this Contract, 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 Contract including, but not limited to, meals, lodging, transportation, drawings, renderings or mockups. Specifically, Contractor shall not be entitled by virtue of this Contract to consideration in the form of overtime, health insurance benefits, retirement benefits, paid holidays or other aid leaves of absence of any type or kind whatsoever. P Maple Ave Water Main Replacements -Construction page 2 of 12 Project 10177a 3. Term: 3.1 This Contract shall become effective upon execution by both parties, and shall expire upon (a) completion of the agreed upon work, (b) September 30, 2012 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 Contractor materially breach any of its provisions, City, at City's option, may terminate this Contract by giving written notification to Contractor. 3.3 Should City fail to pay Contractor all or any part of the compensation set forth in Attachment B of this Contract on the date due, Contractor, at the Contractor's option, may terminate this Contract if the failure is not remedied by the City within thirty (30) days from the date payment is due. 3.4 TIME FQR EXECUTING CONTRACT AND LIQUIDATED DAMAGES Upon receipt of a Notice to Proceed, the Contractor shall have 120 (one hundred twenty) 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 five hundred dollars ($500.00) per calendar day. Such payment shall be construed to be liquidated damages by the Contractor in lieu of any claim or damage because of such delay and not be construed as a penalty. 4. Termination: 4.1 If, through any cause, CONTRACTOR, its officers, employees, or agents fails to fulfill in a timely and proper manner its obligations under this Contract, violates any of the covenants, agreements, or stipulations of this Contract, falsifies any record or document required to be prepared under this Contract, engages in fraud, dishonesty, or any other act of misconduct in the performance of this contract, or if the City Council determines that termination of this Contract is in the best interest of CITY, the CITY shall thereupon have the right to terminate this Contract by giving written notice to CONTRACTOR of such termination and specifying the effective date thereof at least fifteen (15) days before the effective date of such termination. CONTRACTOR may terminate this Contract at any time by giving at least sixty (60) days notice to CITY. 4.2 In the event of any termination of this Contract, all finished or unfinished documents, data, and reports prepared by CONTRACTOR under this Contract shall, at the option of the CITY, become its property, and CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily complete hereunder. Maple Ave Water Main Replacements -Construction page 3 of 12 Project 10177a 4.3 Notwithstanding the above, CONTRACTOR shall not be relieved of liability to the CITY for damages sustained by the CITY by virtue of any breach of this Contract by CONTRACTOR, and the CITY may withhold any payments to CONTRACTOR for the purposes of set-off until such time as the exact amount of damages due the CITY from CONTRACTOR is determined. This provision shall survive the termination of this Contract and shall not relieve CONTRACTOR of its liability to the CITY for damages. 5. Independent Contractor: 5.1 In all matters pertaining to this Contract, CONTRACTOR shall be acting as an independent contractor, and neither CONTRACTOR nor any officer, employee or agent of CONTRACTOR will be deemed an employee of CITY. Except as expressly provided in Attachment A, Contractor has no authority or responsibility to exercise any rights or power vested in the City and therefore has no authority to bind or incur any obligation on behalf of the City. The selection and designation of the personnel of the CITY in the performance of this Contract shall be made by the CITY. 5.2 Contractor, its agents, officers, and employees are and at all times during the term of this Contract 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 Contract. Contractor shall be responsible to City only for the requirements and results specified in this Contract and, except as expressly provided in this Contract, shall not be subjected to City's control with respect to the physical action or activities of Contractor in fulfillment of this Contract. If in the performance of this Contract any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction and supervision and control of the Contractor. 6. Indemnification and Insurance: 6.1 CONTRACTOR shall indemnify and save and hold harmless CITY from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses and other costs including litigation costs and attorney's fees, arising out of, resulting from, or in connection with the performance of this Contract by the 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 sp fically Maple Ave Water Main Replacements -Construction page 4 of 12 Project 10177a agrees that it will maintain~,th oughout the term f this Contract, 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 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 or property and other costs, including litigation costs and attorneys' fees, arising out of, resulting from , or in connection with the performance of this Contract 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 Contract. 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. Maple Ave Water Main Replacements -Construction page 5 of 12 Project 10177a 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. 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 contract, 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 Manager 33 E. Broadway Avenue Meridian, Idaho 83642 Star Construction Attn: Anvil Irminger P 0 Box 157 Star, I D 83669 208-286-9198 starconstructionllcC~gmail.com Idaho Public Works License #: C-14428-AAA-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. 9. Attorney Fees: Should any litigation be commenced between the parties hereto concerning this Contract, the prevailing party shall be entitled, in addition to any other relief as may be granted, to court costs and reasonable attorneys' fees as determined by a Court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination or forfeiture of this Contract. 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 Contract by the party so failing to perform. Maple Ave water Main Replacements -Construction page 6 of 12 Project 10177a 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 Contract except upon the prior express written consent of CITY. 12. Discrimination Prohibited: In performing the Work required herein, CONTRACTOR shall not unlawfully discriminate in violation of any federal, state or local law, rule or regulation against any person on the basis of race, color, religion, sex, national origin or ancestry, age or disability. 13. Reports and Information: 13.1 At such times and in such forms as the CITY may require, there shall be furnished to the CITY such statements, records, reports, data and information as the CITY may request pertaining to matters covered by this Contract. 13.2 Contractor shall maintain all writings, documents and records prepared or compiled in connection with the performance of this Contract for a minimum of four (4) years from the termination or completion of this or Contract. 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 Contract. 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 Contract. 15. Publication, Reproduction and Use of Material: No material produced in whole or in part under this Contract 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 Contract. 16. Compliance with Laws: In performing the scope of work required hereunder, CONTRACTOR shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments. 17. Changes: The CITY may, from time to time, request changes in the Scope of Work to be performed hereunder. Such changes, including any increase or decrease in the amount of CONTRACTOR'S compensation, Maple Ave Water Main Replacements -Construction page 7 of 12 Project 10177a 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 Contract. 18. Construction and Severability: If any part of this Contract is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Contract so long as the remainder of the Contract is reasonably capable of completion. 19. Waiver of Default: Waiver of default by either party to this Contract shall not be deemed to be waiver of any subsequent default. Waiver or breach of any provision of this Contract 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 Contract unless this Contract is modified as provided above. 20. Advice of Attorney: Each party warrants and represents that in executing this Contract. It has received independent legal advice from its attorney's or the opportunity to seek such advice. 21. Entire Contract: This Contract contains the entire Contract of the parties and supersedes any and all other Contracts 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, the Invitation for Bid document, then the winning bidders submitted bid document. 23. Public Records Act: Pursuant to Idaho Code Section 9-335, et seq., information or documents received from the Contractor may be open to public inspection and copying unless exempt from disclosure. The Contractor shall clearly designate individual documents as "exempt" on each page of such documents and shall indicate the basis for such exemption. The CITY will not accept the marking of an entire document as exempt. In addition, the CITY will not accept a legend or statement on one ~1) page that all, or substantially all, of the document is exempt from disclosure. The Contractor shall indemnify and defend the CITY against all liability, claims, damages, losses, expenses, actions, attorney fees and suits whatsoever for honoring such a designation or for the Contractor's failure to designate individual documents as exempt. The Contractor's failure to designate as exempt any document or portion of a document that is released by the CITY shall constitute a complete waiver of any and all claims for damages caused by any such release. Maple Ave Water Main Replacements -Construction page 8 of 12 Project 10177a 24. Applicable Law: This Contract 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. 25. Approval Required: This Contract shall not become effective or binding until approved by the City of Meridian. CITY OF MERIDIAN TAMMY WEERD, MAYOR Dated: ~~ "Z ~" ~~ Approved by City Council: Attest: JAYCEE L. HOL AN, CITY CLERK STAR CO TR CTI , LLC Anvil Irminger ~-- .---~ Dated. o~'~c~DAv~~ ~ ~r "~,~ City of ~' E I~~AN iaA~+o w ~~ SF~~L ti ~~~~ ~ ~~~ Approved as to Content BY: KEIT ATTS, URCHASING MANAGER Dated: 1 ~ L Approved as to Form CITY ATTORNEY Maple Ave Water Main Replacements -Construction Project 10177a Department Approval BY: u,.._ .~~.~,_ NAME: TITLE: "~ -~ G-i,~} ~~I"2.~ ~ fr- ~~ Dated: ~ page 9 of 12 1 k-~ Attachment A SCOPE OF WORK REFER TO INVITATION TO BID PW-12-10177a ALL ADDENDUMS, ATTACHMENTS, AND EXHIBITS included in the Invitation to Bid Package # PW-12-10177a are by this reference made a part hereof. Maple Ave Water Main Replacements -Construction Project 10177a page 10 of 12 ~1 Attachment B MILESTONE l PAYMENT SCHEDULE A. Total and complete compensation for this Contract shall not exceed $130, 506.00. g a ~~t t K ~~ ` tl f,. &i9;,~ a' 8 ~ ,~ si ` ,~' R£ v. ~ ~ S € ~ ~. ~ ~ ~ ~ ;~ Contract includes furnishing all labor, materials, equipment, and incidentals as required for the MAPLE AVE WATER MAIN REPLACEMENTS -CONSTRUCTION per IFB PW-12-10177a Total Bid Schedule ...................$130,506.00 CONTRACT TOTAL ....................... - ITEM PRICING BELOW WILL BE USED FOR CHANGE ORDER PRICING ONLY. Item No. Item Description Unit Price SP-M314.a Encase Pipe at Pipe Crossing $65.00 SP-M314.b Encase Service at Pipe Crossing $5.00 SP-M321.a 6"Gate Valve $950.00 SP-M321.b 8" Gate Valve $1,050.00 1103.4.1.A,1 Construction Traffic Control $3,352.40 SP-2 Replace with 1"Water Service & Connect to New $2,200.00 Water Main SP-3 Remove and Reset Fire Hydrant Assembly $1,300.00 SP-4 Storm Water Management $900.00 SP-5 Replace Water Main with 8" PVC $43.70 Maple Ave Water Main Replacements -Construction page 11 of 12 Project 10177a SP-6 Connect Existing Water Line to New Water Service $10.00 SP-7 Temporary Plant Mix Pavement $6.00 Travel expenses, if applicable, will be paid at no more than the City of Meridian's Travel and Expense Reimbursement Policy. Maple Ave Water Main Replacements -Construction Project 10177a page 12 of 12