Full Text
AGREEMENT FOR PROFESSIONAL SERVICES RELATED TO RESTROOM REMODEL AT GHORMLEY PARK BETWEEN CITY OF MOSCOW, IDAHO AND HIGH COUNTRY CONSTRUCTION, L.L.C. THIS AGREEMENT, made and entered into this day of 2006, by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter referred to as "CITY"), and High Country Construction, L.L.C., 904 Vandal Drive, Moscow, Idaho, 83843 (hereinafter referred to as "CONTRACTOR"). WITNESSETH: WHEREAS, CITY intends to remodel restrooms at Ghormley Park, Moscow (hereinafter referred to as "PROJECT") which PROJECT is more specifically described hereinbelow; and WHEREAS, CONTRACTOR agrees to perform the various professional services required and defined hereinbelow at Section I, Scope of Work, with a not to exceed amount of twenty six thousand seven hundred dollars ($26,700); NOW, THEREFORE, it is agreed, for and in consideration of the mutual covenants and promises between the parties hereto, as follows: SECTION I: PROJECT Description: Remodeling the existing men's and women's restrooms at Ghom1ley Park which are located in the former swimming pool bathhouse at the Park and are accessible through doors on the east wall of the building in order to make them handicap accessible. PROJECT includes electrical, plumbing, and structural modifications to the restrooms as well as a new exterior concrete walkway (approximately 457 sq. ft.) leading to the restroom doors and includes demolition and construction. SECTION II: Scope of Work The scope of work includes supplying new doors, electrical fixtures, plumbing fixtures, enamel and epoxy paints, diaper changing stations, concrete for floor modifications and exterior walkways. SECTION III: CONTR.t\CTOR shall furnish the following services for PROJECT: AGREEMENT FOR PROFESSIONAL SERVICES HiGH COUNTRY CONSTRUCTION, L.LC. PAGE 1 0F6 2006·04 ---PAGE BREAK--- 1. Product descriptions, specifications, warranties, and installed costs for the following: a. New steel doors with hardware compatible with City's locking system; b. Electrical fixtures including interior and exterior lights, exhaust fans, occupancy sensors, and hand dryers; c. Plumbing fixtures including toilets, lavatories, valves, floor drains, and piping; d. Specialty and other materials and equipment including grab bars, soap dispensers, diaper changing stations, paint, signage, mirrors, coat hooks, floor topping and concrete. 2. A performance bond in the amount of the total cost of the PROJECT, valid from the date of execution of this Agreement through final inspection and acceptance of the PROJECT by CITY. 3. Substantial completion is to be accomplished within sixty (60) days of Notice to Proceed. SECTION IV: A. Independent Contractor. The contracting parties warrant by their signature that no employer/employee relationship is established between CONTRACTOR and CITY by the terms of this Agreement. It is understood by the parties hereto that CONTRACTOR is an independent contractor and as such neither it nor its employees, if any, are employees of CITY for purposes of tax, retirement system, social security (FICA) withholding. B. Other Considerations Regarding Fees and Costs. CONTRACTOR shall be paid upon CITY'S receipt of a bill for services rendered. C. CONTRACTOR shall pay for all costs for obtaining licenses and pC!mits which may be required by local, State and Federal authorities. SECTION V: A. Termination of Agreement. This Agreement may be terminated by CONTRACTOR upon thirty (30) days' written notice, should CITY fail to substantially perform in accordance with its terms through no fault of CONTRACTOR. CITY may terminate this Agreement upon thirty (30) days' written notice without cause and without further liability to CONTRACTOR except as designated by this section. In the event of termination, CONTRACTOR shall be paid for services performed to termination date, including direct expense and including a percentage of the fixed fee based upon the work completed. AGREEMENT FOR PROFESSIONAL SERVICES HiGH COUNTRY CONSTRUCTION, L.L.C. PAGE 2 OF 6 ---PAGE BREAK--- B. Extent of Agreement. This Agreement may be amended only by written instrument signed by both parties hereto. C. Data of Record. CITY shall make available to CONTRACTOR all technical data of record in CITY'S possession, including maps, surveys, borings, and other information required by CONTRACTOR relating to this work. D. Termination of PROJECT. If any portion of PROJECT covered by this Agreement shall be suspended, abated, abandoned, or terminated, CITY shall pay CONTRACTOR for the services rendered to the date of such suspended, abated, abandoned, or terminated work; the payment to be based, insofar as possible, on the amounts established in this Agreement or, where the Agreement cannot be applied, the payment shall be based upon a reasonable estimate as mutually agreed upon between the two parties as to the percentage of the work completed. E. CONTRACTOR'S Additional Insurance. CONTRACTOR shall maintain automobile insurance and statutory Workmen's Compensation insurance coverage, employer's liability, and comprehensive general liability insurance coverage. The comprehensive general liability insurance shall have a minimum limit of Five Hundred Thousand Dollars (S500,000) per claim and One Million Dollars (Sl,OOO,OOO) aggregate, and CONTRACTOR shall cause CITY to be named as an additional insured under said policy. F. Indemnification. CONTRACTOR waives any and all claims and recourse against CITY, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to CONTRACTOR'S performance of this Agreement, except for liability arising out of the sole negligence of CITY or its officers, agents, or employees. Further, CONTRACTOR shall indemnify, hold harmless, and defend CITY against any and all claims, demands, damages, costs, expenses, or liability arising out of CONTRACTOR'S performance of this Agreement, except for liability arising out of the sole negligence of CITY or its officers, agents, or employees. If CITY is determined to be solely negligent by a final decision in a court of law and such sole negligence by CITY directly results in judgrnent(s), costs, and/or expenses to CONTRACTOR, then CITY shall reimburse CONTRACTOR for the portion of such judgment(s), costs and/or expenses attributed to CITY as a result of such determination of CITY'S sole negligence. AGREEMENT FOR PROFESSIONAL SERVICES HIGH COUNTRY CONSTRUCTION, L.l.C. PAGE 3 OF 6 ---PAGE BREAK--- G. Costs and Attorney Fees. In the event either party incurs legal expenses to enforce the terms and conditions of this Agreement, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. H. Jurisdiction and Venue. It is agreed that this Agreement shall be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. Binding of Successors. CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal representatives to the other parties to this Agreement and to the partners, successors, assigns, and legal representatives of such other parties with respect to all covenants of this Agreement. J. Modification and Assignability of Agreement. This Agreement contains the entire agreement between the parties, and no statements, promises, or inducements made by either party, or agents of either party, are valid or binding unless contained herein. This Agreement may not be enlarged, modified, or altered except upon written agreement signed by the parties hereto. CONTRACTOR may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder without the prior written consent and express authorization of CITY. Any such consultant, subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. CONTRACTOR may use the services of independent contractors to perform portions of its obligations under this Agreement. Services performed by independent subcontractors will be billed to CITY by CONTRACTOR at actual cost plus ten percent (I but payment to such subcontractors shall not be in addition to the not-to-exceed amount of this Agreement. The liability of CONTRACTOR arising from the work of its subcontractors shall be limited to proceeds available from its subcontractor's insurance(s) to the extent permitted by law. K. CITY'S Representatives. CITY shall designate a representative authorized to act in behalf of CITY. The authorized representative shall examine the documents of the work as necessary, and shall render decisions related thereto in a timely manner so as to avoid unreasonable delays. AGREEMENT FOR PROFESSIONAL SERVICES HIGH COUNTRY CONSTRUCTION, L.L.C. PAGE 4 OF 6 ---PAGE BREAK--- L. Conflict of Interest. CONTRACTOR covenants that it presently has no interest and will not acquire any interest, direct or indirect, in PROJECT which would conflict in any manner or degree with the performance of its services hereunder. CONTRACTOR further covenants that, in performing this Agreement, it will employ no person who has any such interest. M. Changes in Regulations. CONTRACTOR is to perform its work under the current federal, state, and local laws and regulations in full force and effect at the date of this Agreement. In the event that CONTRACTOR is requested or directed to perform work, or amend work previously accomplished, due to unforeseen or unanticipated changes or additions to current laws or regulations, such work shall be deemed a change in scope of the work and shall be cause to amend Section III 2. of this Agreement in respect to maximum cost by mutually agreeable amounts commensurate with the change in conditions. N. Non-Discrimination. CONTRACTOR shall not discriminate against any employee or applicant for emplo)nnent on the basis of race, color, religion, creed, political ideals, sex, sexual orientation, age, marital status, physical or mental handicap, or national origin. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. CONTRACTOR High Country Construction, L.L.C. / Xon Elkins, Manager . AGREEMENT FoR PROFESSIONAL SERViCES HIGH COUNTRY CONSTRUCTION, L.L.C. CITY City of Moscow, Idaho PAGE50F6 ---PAGE BREAK--- STATE OF IDAHO ) ) ss: County of Latah ) On thisdi_ day of 1\Ao,xcJt\_ , 2006, before me, the undersigned, a Notary in and for said State, personally appeared Xon Elkins, known to me to be the person whose name is subscribed to the foregoing Agreement and acknowledged to me that he executed the same in his capacity as Manager, an authorized representative of High Country Construction, L.L.C. IN WITNESS WHEREOF, I have hereunto set my h year hereinabove w\\tftn.,11 EW It, IS ' . . . . . ' · Q 2 v - 0' . - - : - . . . - - : , • . . p : / • O"i("P ' SlATE .ReRemoomRemodel'-pm AGREEMENT FOR PROFESSIONAL SERVICES HlGH COUNTRY CONSTRUCTiON, l.L.C. ( d and affixed my official seal the day and . f\ I . PAGE60F6