Independent Contractor Agreement with Apex Integrated for Access Control System and Install at WWTPAGREEMENT FOR INDEPENDENT CONTRACTOR SERVICES
Access Control System at Wastewater Treatment Plant (RS-485) -Headend;
Mechanical; Blower; New Filter Buildings A & B
Project 10160c
THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this 12`h day of
June, 2012, 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 Apex Integrated
Security Systems, hereinafter referred to as "CONTRACTOR", whose business address
is 109- South 4'~treet. Boise. ID 83702, and whose Public Works Contractor License #
is ELE-SC-31669.
INTRODUCTION
Whereas, the City has a need for services involving Access Control System and
Installation at Wastewater Treatment Plant f RS-485) -Headend; Mechanical: Blower:
New Filter Buildings A & B; 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
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
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( 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
C 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 B "Payment Schedule" attached hereto and by
reference made a part hereof for the Not-To-Exceed amount of $89,023.41.
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,
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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, (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 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
C remedied by the City within thirty (30) days from the date payment is due.
3.4 This Agreement shall terminate automatically on the occurrence of
any of the following events:
a. Bankruptcy of insolvency of either party;
b. Sale of Contractor's business; or
c. Death of Contractor
3.5 TIME FOR EXECUTING CONTRACT AND LIQUIDATED
DAMAGES
Upon receipt of a Notice to Proceed, the Contractor shall have 60
(sixty) 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.
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Termination:
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.
Notwithstanding the above, CONTRACTOR shall not be relieved of liability to
C 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.
4. 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.
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5.3 Contractor shall determine the method, details and means of
performing the work and services to be provided by Contractor under this
Agreement. Contractor shall be responsible to Cityonlyforthe 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 underthe direction
and supervision and control of the Contractor.
5. Indemnification and Insurance:
CONTRACTOR shall indemnify and save and hold harmless CITYfrom and
for any and all losses, claims, actions, judgments for damages, or injury to
persons or property and losses and expenses and other costs including
litigation costs and attorney's fees, arising out of, resulting from, or in
connection with the performance of this Agreement 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.
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 orsubcontractors and
resulting in or attributable to personal injury, death, or damage or destruction
to tangible or intangible property, including use of. CONTRACTOR shall
provide CITY with a Certificate of Insurance, or other proof of insurance
evidencing CONTRACTOR'S compliance with the requirements of this
paragraph and file such proof of insurance with the CITY at least ten (10)
days prior to the date Contractor begins performance of it's obligations under
this Agreement. In the event the insurance minimums are changed,
CONTRACTOR shall immediately submit proof of compliance with the
changed limits. Evidence of all insurance shall be submitted to the City
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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.
8. Notices: Any and all notices required to be given by either of the parties
hereto, unless otherwise stated in this agreement, shall be in writing and be
deemed communicated when mailed in the United States mail, certified,
return receipt requested, addressed as follows:
City of Meridian
Purchasing Agent
33 E. Broadway Avenue
Meridian, Idaho 83642
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Apex Intearated Security Systems
Attn: Bill Atkinson
109 Sou-Meet
Boise. ID 83702
Ph. (2081 378-9650
Idaho Public Works License #: ELE-SC-31669
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 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.
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
Agreement by the party so failing to perform.
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 Agreement 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
Agreement.
13.2 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
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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.
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 bythis Agreement. CONTRACTOR shall permitthe CITYto
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 bythis Agreement.
15. 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.
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, 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.
18. 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.
19. 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.
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20. 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.
21. 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.
22. Order of Precedence: The order or precedence shall be the contract
agreement, the Invitation for Bid document, then the winning bidders
submitted bid document.
23. 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.
24. Approval Required: This Agreement shall not become effective or binding
until approved by the City of Meridian.
C CITY OF MERIDIAN
BY: ~'!'
TAMMY de D, MAYOR .,
Dated: l~ ' ~ 02 ' (a-
APEX INTEGRATED SE •. ~ST~UTIONS, INC
B .
~Bil Atkinson
Dated: ~/~/ ~~
Approved by
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IDR IAN
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C~'AT pyW
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Headend; Mechanical; Blower; New Filter Buildings A & B
Project 10160c
Purchasing Approval
BY: iJ/~
KEITH ~`T~,~basing Manager
Dated:/~7
Depar n ntAp val
BY: ~
WA~ EN STE ART, Engineering Manager
Dated: (r~~7~2
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Exhibit A
SCOPE OF WORK
Provide and Install electronic locks for Filters Building A and Filters Building B and
integrate into the Lenel OnGuard system per written proposal dated 4/29/12.
Notes and Exclusions:
• Price does not include additional reader licenses or software upgrades.
• Data cabling between buildings provided by the City of Meridian
• Electric locks for new filter building A & B are not included.
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Exhibit B
MILESTONE /PAYMENT SCHEDULE
A. Total and complete compensation for this Agreement shall not exceed
$89,023.41.
TASK DESCRIPTION AMOUNT
A• Headend $5,502.36
B• Mechanical $17,565.71
C• Blower $9,887.21
D• New Filter Building A $24,931.63
E• New Filter Building B $23,071.50
F. Additional Services (Engineering/Design, Programming,
Pro'ect Mana ement, Startu & Commissionin $7,040.00
G• Shipping & Handling $1,025.00
TOTAL $89,023.41
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