Independent Contractor Agreement with Pipeline Inspection Services for Sewer Manhole RetrofitsAGREEMENT FOR INDEPENDENT CONTRACTOR SERVICES
(SEWER MANHOLE RETROFITS FY12)
PROJECT # 10348
THIS AGREEMENT FOR INDEPENDENT CONTRACTOR SERVICES is made
this ~3-'~day of I4~'~~ ~ , 2012, and entered into b and between th i
y e C ty 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 Pipeline Inspection Ser_vice,s ,hereinafter referred to as "CONTRACTOR", whose
business address is 4423 E Victor Rd Nam a ID 83687 and whose Public Works
Contractor License # is C-15828.
INTRODUCTION
Whereas, the City has a need for services involving Sewer Manhole
Retrofits FY12; 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 pa~ies 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 pad thereof, in any manner and for any purposes
whatsoever and to authorize others to do so. If any such work is
copyrlghtable, 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.
SEWER MANHOLE RETROFIT FY12 page 1 of 11
Project 10348
1.3 The Contractor shall provide services and work under this
Agreement consistent with the requirements and standards establish
ed 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 acce ted industr standards and
p Y
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
$54,899.00.
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 recei t of
p
a correct ~nvo~ce and approval by the City. The City will not withhold any
Federal or State income taxes or Social Security Tax from any a ment
pY
made by City to Contractor undertheterms and conditions of this
Agreement. Payment of all taxes and other assessments on such sum i
ss
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 underthis Agreement including, but not limited to, meals,
lodging, transportation, drawings, renderings or mockups. Specificall ,
Y
Contractor shall not be entitled by virtue of this Agreement to
cons~derat~on in the form of overtime, health insurance benefits,
retirement benefits, paid holidays or other paid leaves of absence of an
t e or kind wh y
yp atsoever.
SEWER MANHOLE RETROFIT FY12 page 2 of 11
Project 10348
3. Term:
3.1 .This agreement shall become effective upon execution b both
Y
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 A reement or
. g
materially breach any of Its provisions, City, at City's option, ma
Y
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 A reement
if the f i g
a lure Is not remedied by the City within thil~y (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 90
(ninety) calendar days to complete the work as described herein.
Contractor shall be liable to the Cit for an Bela be and this time
Y Y Y Y
period in the amount of two hundred fifty dollars ($250.00) 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 Agreement, violates any of the covenants, agreements, or sti ulations
of hl p
t s 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 Cit
Council d r Y
ete mines 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 da s before
Y
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
SEWER MANHOLE RETROFIT FY12 page 3 of 11
Project 10348
property, and CONTRACTOR shall be entitled to receive 'ust and
e uitable com n ~
q pe sat~on for any work sat~sfactor~ly complete hereunder.
4.2 Notwithstanding the above, CONTRACTOR shall not be relieve
liabilit d of
y to the CITY for damages sustained by the CITY b virtue of an
breach of this A y y
greement 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 an
Y
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 ri hts or
9
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 sub'ected to Cit 's
J y
control with- respect to the physical action or activities of Contractor in
fulfillment of this Agreement. If in the performance of this A reement an
9 y
third persons are employed by Contractor, such persons shall be entire)
and excluswel y
y 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 lama es
9,
or Injury to persons or property and Fosses and expenses and other costs
including litigation costs and attorney's fees, arising out of, resultin from
SEWER MANHOLE RETROFIT FY12 g '
Project 10348 page 4 of 11
or in connection with the performance of this A reement b the
CON g y
TRACTOR, its servants, agents, officers, em to ees uests and
busine p y ' g '
ss Invitees, and not caused by or arising out of the tortious conduct
of CITY or its employees. CONTRACTOR shall maintain ands ecifi
p cally
a rees that it well maintain throu houttheterm of this A reement liabilit
insurance in which the CITY shall be named an additional insured in h
to
minimum amounts as follow: General Liability One Million Dollars
x$1,000,000} per incident or occurrence, Automobile Liabilit Insuran
One Million D II Y ce
oars ($1,000,000) per incident or occurrence and Workers'
Compensation Insurance, in the statutory limits as re uired b law.. The
q Y
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 rovided,
p
CONTRACTOR covenants and agrees to indemnify and save and hold
harmless CITY from and for all such losses, claims, actions, or 'ud ments
ford ~ g
amages 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 b the Contractor or
Y
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 immedi~atel
Y
submit proof of compliance with the changed limits. Evidence of all
insurance shall be submitted to the City Purchasing Agent with a co to
pY
Meridian Clty 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 Cit
Y~
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 Cit 's
y
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 exce t as
to the exten f p
t o Citys negligence.
SEWER MANHOLE RETROFIT FY12 page 5 of 11
Project 10348
6.4 The Contractor's insurance shall apply se aratel to each insur
a aIn p Y ed
g st whom claim Is made or suit is brought, except with res ect to the
limits of the insur r' p
e s liability.
6.5 All insurance coverages for subcontractors shall be sub'ect to all of
the Insurance n ~
a d Indemnity requirements stated herein.
6.6 The limits of insurance described herein shall not limit the liabilit of
the Contractor and n y
Co tractor'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 b this.
Y
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. 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
City of Meridian
Purchasing Manager
33 E .Broadway Ave
Meridian, ID 83642
208-888-4433
CONTRACTOR
Pipeline Inspection Services
Attn: Scott Wendling
4423 E. Victory Rd
Nampa, ID 83687
Phone: 208-941-9434
Email: pipelineinspections~hotmail.com
Idaho Public Works License #
C-15828
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 arties
P
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.
SEWER MANHOLE RETROFIT FY12 page 6 of 11
Project 10348
11. Time is of the Essence: The parties hereto acknowled a an
g d agree that
time Is strictly of the essence with respect to each and ever term
condition and r vi ' y '
p o soon 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 b the arties
her ~ y ~ p
eto, that CONTRACTOR shall not have the right to assign, transfer,
hypothecate or sell any of its rights under this Agreement exce t u on the
p p
prior, express written consent of CITY.
13. Discrimination Prohibited: In performing the Work required herein
CONTRACTOR shall not unlawfully discriminate in violation of an
Y
federal, state or local law, rule or regulation against any person on the
bans 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 handwritin ,
9
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 roduced
in w p
hole 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.
SEWER MANHOLE RETROFIT FY12 page 7 of 11
Project 10348
17. Compliance with Laws: In performing the sco a of work re wired
hr p q
e eunder, 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, re nest Chan es in th
q g e
Scope of Work to be performed hereunder. Such chan es, includin an
g g Y
increase or decrease in the amount of CONTRACTOR'S com ensation
p ,
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 A reement unless this A reement is
g g
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 understandin s,
g
oral of wntten, 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 se .,
q
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 pa a of
su h ~ g
c 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, lama es,
g
losses, expenses, actions, attorney fees and suits whatsoever for honorin
9
SEWER MANHOLE RETROFIT FY12 page 8 of 11
Project 10348
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:
TAMMY de W ;MAYOR
PIPELINE INSPECTION SERVICES
BY
S TT WENDLING, VICE PRESID
Dated: ~~ ~~i ' /aZ
Dated: 7 ' Z3 ~~ ~.
Approved by Council: ~~~ ~'
404R~ ED A ~G~ST
G04 t 1~
Attes : ~ ~'~
~~ ~
CEE HOLMAN, CITY CLE ~o~Mo
,`~'- ~,
~~ SF,AL ~w
Purchasing A proval °r~~ T~~Ag e r ent A I
r
BY:
KEI WATTS, urchasing Manager
SEWER MANHOLE RETROFIT FY12
Project 10348
p a
BY:
W E STE ART, Engineering Manager
page 9 of 11
Attachment A
SCOPE OF WORK
REFER TO INVITATION TO BID PW-12-10348
ALL ADDENDUMS, ATTACHMENTS, AND EXHIBITS included in the
Invitation to Bid Package # PW-12-10348, are by this reference made a
part hereof.
SEWER MANHOLE RETROFIT FY12 page 10 of 11
Project 10348
Attachment B
MILESTONE 1 PAYMENT SCHEDULE
A. Total and complete compensation for this Agreement shall not exceed
$55,899.00
Travel expenses, if applicable, will be paid at no more than the Cit of Meridian's
. Y
Travel and Expense Reimbursement Policy.
SEWER MANHOLE RETROFIT FY12
Project 10348
page 11 of 11