HomeMy WebLinkAboutIndependent Contractor Agreement with Contractors Northwest Inc for WWTP Fermentation and Odor Control ProjectAGREEMENT FOR INDEPENDENT CONTRACTOR SERVIC S
(WWTP FERM NTATION AND O OR CONTROL PROJECT)
P JECT # 100a
THIS ACRE NT FOR IND P NDENT CONTRACTOR SERVIC S is made
this 22nd day of February, 2013, 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
Contractors Northwest, Inc, hereinafter referred to as "CONTRACTOR", whose
business address is 3731 Ramsey Rd., Coeur d'Alene, ID 83816 and whose Public
Works Contractor License # is C-10327-U-1-3.
INTRODUCTION
Whereas, the City has a need for services involving WWTP
FERMENTATION AND ODOR CONTROL PROJECT; 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 under this 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.
1.3 The Contractor shall provide services and work under this Agreement
consistent with the requirements and standards established by applicable
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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 Agreement and that are
in effect at the time of performance of this Agreement. 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 Agreement,
Contractor makes no other warranties, 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 aNot-To-Exceed basis as
provided in Attachment B "Payment Schedule" attached hereto and by
reference made a part hereof for the Not-To-Exceed amount of
$2,221,500.00. Compensation is scheduled to be paid from two fiscal years,
$1,500,000.00 in FY13 (10/1 /12-9/30/13) and $721,500.00 in FY14 (10/1 /13
9/30/14). Therefore continuation of the project beyond 9/30/13 and the
current budget amount of $1,500,000.00 is subject to City Council approval
of the FY14 budget. If the City Council fails to appropriate funds to continue
payment beyond $1,500,000.00, City may terminate this agreement and
Contractor will relieve City of any further obligation. Contractor must NOT
complete any work that exceeds $1,500,000.00 prior to October 1, 2013. It
is the Contractor's responsibility to adhere to the schedule and the amounts
listed above.
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.
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 mockups. Specifically, Contractor
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shall not be entitled by virtue of this Agreement to consideration in the form
of overtime, health insurance benefits, retirement benefits, paid holidays or
other paid leaves of absence of any type or kind whatsoever.
3. 'Term:
3.1 This agreement shall become effective upon execution by both
parties, and shall expire upon (a) completion of the agreed upon work, (b)
non-appropriation of funds , or (s)unless sooner terminated as provided
below or unless some other method or time of termination is listed in
Attachment A.
3.2 Should Contractor default in the performance of this Agreement or
materially breach any of its provisions, City, at City's option, may terminate
this Agreement by giving written notification to Contractor.
3.3 Should City fail to pay Contractor all or any part of the compensation
set forth in Attachment B of this Agreement on the date due, Contractor, at
the Contractor's option, may terminate this Agreement if the failure is not
remedied by the City within thirty (30) days from the date payment is due.
3.4 TIME FOR EXECUTING CONTRACT AND LIQUIDATED
DAMAGES
Upon receipt of a Notice to Proceed, the Contractor shall have 400 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 $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
construed as a penalty. Due to the splitting of financing in two fiscal years
(2013/2014), no milestone liquidated damages will be applicable to
Contractor other than final acceptance/completion (Please strike
Specification 01 31 13 -1.03 A & B).
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
Agreement, violates any of the covenants, agreements, or stipulations of this
Agreement, falsifies any record or document required to be prepared under
this agreement, engages in fraud, dishonesty, or any other act of misconduct
in the performance of this contract, or if the City Council determines that
termination of this Agreement is in the best interest of CITY, the CITY shall
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thereupon have the right to terminate this Agreement by giving written notice
to CONTRACTOR of such termination and specifying the effective date
thereof at least fifteen (15) days before the effective date of such
termination. 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
Agreement 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.
4.2 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 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 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 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 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.
6. Indemnification and Insurance:
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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 Agreement 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 specifically
agrees that it will maintain, throughout the term of this Agreement, IiabilitX
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 by law.. The
limits of insurance shall not be deemed a limitation of the covenants to
indemnify and save and hold harmless CITY; and if CITY becomes liable for
an amount in excess of the insurance limits, herein provided,
CONTRACTOR covenants and agrees to indemnify and save and hold
harmless CITY from and for all such losses, claims, actions, or judgments for
damages or injury to persons 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 or subcontractors and resulting in or
attributable to personal injury, death, or damage or destruction to tangible or
intangible property, including use of. CONTRACTOR shall provide CITY with
a Certificate of Insurance, or other proof of insurance evidencing
CONTRACTOR'S compliance with the requirements of this paragraph and
file such proof of insurance with the 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
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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.
7. onds: Payment and Performance Bonds are required on all Public Works
Improvement Projects per the ISPWC and the City of Meridian Supplemental
Specifications & Drawings to the ISPWC, which by this reference are made a
part hereof.
8. Warranty: Contractor must warrant the project per the ISPWC and the City
of Meridian Supplemental Specifications & Drawings to the ISPWC, which by
this reference are made a part hereof.
9. Project Management Software - E-Builder: Contractor to purchase
licenses and utilize e-Builder Project Management Software for
correspondence including but not limited to RFI submission, submittals, Pay
application submission, and change order pricing.
10. 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:
CIl'Y CONTRACTOR
City of Meridian Contractors Northwest, Inc
Purchasing Manager Attn: D Dean Haagenson
33 E Broadway Ave P O Box 6300
Meridian, ID 83642 Coeur d'Alene, ID 83816
208-888-4433 Phone: 208-667-2456
Email `
Idaho Public Works License # C-10327-U-1-3
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.
11. Attorney Fees: Should any litigation be commenced between the parties
hereto concerning this Agreement, the prevailing party 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 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.
12. Time is of the ssence: 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.
13. 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.
14. 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.
15. Reports and Information:
15.1 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.
15.2 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.
16. 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 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 Agreement.
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17. Publication, Reproduction and flee 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.
18. 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.
19. 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,
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.
20. 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.
21. 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.
22. 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.
23. 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.
24. Order of Precedence: The order or precedence shall be the contract
agreement, the Invitation for Bid document, then the winning bidders
submitted bid document.
25. 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
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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.
26. 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.
27. Approval Required: This Agreement shall not become effective or
binding until approved by the City of Meridian.
CITY ®P MERIDIAN
BY:
TAMMY de W~ERD, MAYOR
CONTRACTORS N®RTHWEST, INC
o' ''~~
D. D AN HAAGENSON, CEO
Dated: o~ " ~ J ~ ~
Approved by Council:
Attest:
JAYCEE L. I~LMAN, CITY CLERK .~
F
C!,
Purchasing Approval
~'' °` ~ t
KEITH V~ATTS, Purchasing Manager
Dated:: ~ ~ ~ ~ ~~'
WWTP FERMENTATION AND ODOR CONTROL PROJECT
Project 10045a
Dated: ~ ~~/ ~'~~
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pan '~;~a,.,"~t,
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BY: ,
WAf~REN STE~IVART, Engineering Manager
Dated:: /
page 9 of 11
Attachment A
MCP F WRK
T I VI TI T I W-1-100a
ll T X I IT included in the
Invitation to i Package VV-1-1004, are by this reference made
part hereof.
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Attachment B
IL TN / P Y ENT' C l1L
A. Total and complete compensation for this Agreement shall not exceed $2,221,500.00.
MILES`~ONE DA TES/SCtiEDtJLE
Milestones Refer to Section 01 31 13 of bid documents for detailed info rmation
Milestone 1 Preliminary Progress Schedule 90 days fro m Notice To Proceed
Milestone 2 Final Completion 400 days from Notice To Proceed
PRICING SCHEDUL E
Contract includes furnishing all labor, materials, equipment, and incidentals as required for
the WWTP FERMENTATION AND ODOR CONTROL PROJECT per IFB PW-13-10045a
CNT ACT T®TL ....................... 2.221.500.00
Oid ~chedtale
Item
Pio.
Descri tion
Qnt
Unit
Unit Price
i Bonds and Insurance i l.s $45,000.00
2 Mobilization/Demobilization i LS $65,000.00
3 Demolition of Inside the Existing Control Building i LS $50,000.00
4 Demolition Inside the Existing Clarifier Basin 1 LS $40,000.00
5 Temporary Erosion and Sediment Control i LS $6,000.00
6 Yard piping i Ls $170,000.00
7 Surface Restoration i LS $6,000.00
8 Odor Control System and Ductwork i LS $120,000.00
9 Conversion of Existing Digester to Fermenter i I.S $240,500.00
10 Conversion of the Existing Clarifier to Gravity Thickener i Ls $85,000.00
11 Pump Installation, Piping, and Valves -Mechanical Building i LS $75,000.00
12 Equipment -Prefabricated Aluminum Flat Cover i LS $60,000.00
12 Equipment - Inline Grinder i LS $35,000.00
13 Equipment - VFA Enriched Effluent Pumps i ~S $30,000.00
14 Equipment - Elutration Water Pumps i ~S $30,000.00
15 Equipment -Fermented Primary Sludge Pumps i t_S $40,000.00
16 Equipment -Thickened Fermented Primary Sludge Pumps 1 LS $55,000.00
17 Equipment -Gravity Thickener Mechanism i LS $330,000.00
18 Equipment - Biotower Package i LS $250,000.00
19 HVAC system i ~S $125,000.00
20 Electrical Systems i LS $250,000.00
21 Instrumentation and Control Systems i LS $110,000.00
22 Dewatering i is $4,000.00
Travel expenses, if applicable, will be paid at no more than the City of Meridian's
Travel and xpense Reimbursement Policy.
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