Independent Contractor Agreement with Clima-Tech for Automated Logic ATC System for PSTCAGREEMEAT
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MERIDIANDEPARTMENT ADDITION
AND
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PUBLIC SAFETY TRAINING CENTER
THIS AGREEMENT FOR INDEPENDENT CONTRACTOR SERVICES is made this
day of Se tep mber, 2014, 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 Clima-Tech Corporation, hereinafter referred
to as "CONTRACTOR", whose business address is 875 W McGregor Court, #180, Boise, ID
83705, and whose Public Works Contractor License # is C-10307.
Whereas, the City has a need for services involving MERIDIAN POLICE DEPARTMENT
ADDITION AND PUBLIC SAFETY TRAINING CENTER; and
WHEREAS, the Contractor is specially trained, experienced and competentto 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:
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 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 a Not -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 $98,096.00.
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 Agreement. Payment of all
taxes and other assessments on such sums is the sole responsibility of Contractor. A five
percent (5%) retainage shall be withheld by the City from each payment. The final payment
request shall include the release of the five percent (5%) retainage and shall be submitted to
the City upon final completion and acceptance of the work by the City.
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
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, or (b) 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 achieve Substantial Completion of
the entire Work not later than July 22, 2015. 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.
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As part of the requirements of the awarded contract and before performing any work or being
admitted to secure areas of the Police Department, the contractor, subcontractors, and all
employees working on this project will be required to pass a criminal background check
conducted by Meridian Police Department personnel. There is no fee for the background
check.
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 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:
6.1 CONTRACTOR shall indemnify and save and hold harmless CITY from and for any and
all losses, claims, actions, judgments for damages, or injuryto 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 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 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 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. Bonds: 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: All construction and equipment provided under this agreement shall be warranted
for 2 years from the date of the City of Meridian acceptance per the ISPWC and the Meridian
Supplemental Specifications & Drawings to the ISPWC and any modifications, which by this
reference are made a part hereof.
9. 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
CONTRACTOR
City of Meridian
Clima-Tech Corporation
Purchasing Manager
Attn: Jen Johnson
33 E Broadway Ave
875 W. MacGregor Ct., Ste 180
Meridian, ID 83642
Boise, ID 83705
208-888-4433
Phone: 208-377-9755
Email: jenj@clima-tech.com
Idaho Public Works License # C-10307
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.
10. Attorney Fees: Should any litigation be commenced between the parties hereto concerning
this Agreement, 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 Agreement.
11. Time is of the Essence: The parties hereto acknowledge and agree that time is strictly of the
essence with respect to each and every term, condition and provision hereof, and that the
failure to timely perform any of the obligations hereunder shall constitute a breach of, and a
default under, this Agreement by the party so failing to perform.
12. 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.
13. 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.
14. Reports and Information:
14.1 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.
14.2 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.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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.
20. 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.
21. 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.
22. 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.
23. Order of Precedence: The order or precedence shall be the contract agreement, the
Invitation for Bid document, then the winning bidders submitted bid document.
24. 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.
25. 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.
26. Approval Required: This Agreement shall not become effective or binding until approved by
the City of Meridian.
CITY OF MERIDIAN
BY:
r
TAMMY de WEERD, MAYOR
Dated:
Approved by Council:
BY:
Dated:
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Attesf
s �,. .fie
JAYCEE L. HOLMAN, CITY CLERK`,,,',,
�y
Purchasing Appr val, "f
BY: r
KEIT, ATTS, Pu chasing Manager
Dated:: - Z �
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ue -02i]:YA 0 [s] 0
rtment Approval
BY:
JeffL Fve. , olice Chief
Dated:: — —ol 61
Attachment A
R*91917 41reiN GIZ
Services will be provided at the following location:
Meridian Police Department and Public Safety Training Center
1401 East Watertower Street Meridian, ID 83642
(208) 888-6678
Furnish and install Automated Logic Corporation ATC system for Meridian City Police Addition &
Public Safety Training Center as specified on project drawings and specification 230900 including
addenda 1. Project to be furnished as follows:
Control Modules for:
4- VVT Zone with Electric Reheat (PSTC)
1- VVT Zone (PSTC)
6- Zone Rooftop Package Unit (PSTC)
1- Garage UH, CO, & Damper Control
(PSTC)
2- Server Room Monitor (PSTC)
1- VVT Rooftop Package Unit (PSTC)
Peripheral Hardware and Labor Included in Proposal:
Provide and install damper actuators as follows:
1. IH -1 Damper (1)
2. VVT RTU Bypass Damper (4)
3. RTU 19 A/B Isolation Damper (4)
Provide dampers as follows: (installation by others)
1. VVT Zone (24)
2. VVT Bypass (4)
12- VVT Zone (MPD)
7- VVT Zone w Electric Reheat (MPD)
2 -Server Room Rooftop Unit (MPD)
3- VVT Rooftop Package Unit (MPD)
1- Outdoor Air Monitoring System (PSTC)
1- BACnet System Router (PSTC)
All sensors and control wiring required for complete installation
Provide all programming, graphics, and download/commissioning
Merge new equipment into existing Automated Logic frontend server.
Provide and install CO condition sensor (1)
Includes 100% performance bond and insurance.
Following Items are Specifically Excluded from this Proposal:
1. Provide or install fire/smoke dampers or detectors
2. Provide any control dampers unless listed above or installation of any dampers
3. Installation of any equipment manufacture's field mounted controls or devices unless
listed above
4. Provide or install of VVT electric reheat coils.
5. Provide or install non -DDC thermostats or split system devices/wiring.
Warranty shall be two year parts and labor on new controls system after owner's final
acceptance.
Attachment B
A. Total and complete compensation for this Agreement shall not exceed
$98,096.00.
Travel expenses, if applicable, will be paid at no more than the City of Meridian's
Travel and Expense Reimbursement Policy.
Meridian Police Department Addition And Public Safety Training Center page 9 of 9