Full Text
AGREEMENT FOR PROFESSIONAL SERVICES RELATED TO HAMILTON-LOWE AQUATICS CENTER ROOF REHABILITATION PROJECT - 2015 BETWEEN CITY OF MOSCOW, IDAHO AND QUALITY CONTRACTORS, LLC THIS AGREEMENT FOR PROFESSIONAL SERVICES RELATED TO HAMILTON-LOWE AQUATICS CENTER ROOF REHABILITATlON PROJECT - 2015 made and entered into this 3rc:t day of M (A v:ch , 2015, by and between City of Moscow, Idaho, a municipal corporation of the State ofldaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"), and Quality Contractors, LLC, 1311 Brush Creek Road, Deary, Idaho, 83823 (hereinafter "CONTRACTOR"). W I T N E S S E T H: WHEREAS, CITY intends to contract for the work as defined in the Project Plans and Specifications for the rehabilitation and repair of the failing sections, areas, components and appurtenant systems of the roof structural support system at the Hamilton-Lowe Aquatics Center, as submitted by Reliant Engineering, PLLC, Pullman, Washington. The Hamilton-Lowe Aquatics Center Roof Rehabilitation Project - 2015 (hereinafter referred to as "PROJECT") which PROJECT is more specifically described hereinbelow; and 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/Scope of Work: The PROJECT scope shall be defined in the Construction documents consisting of plan sheets Sl S2.0 and S3.0 dated 2/16/2015 and the associated engineering packet dated 2/13/2015, all prepared by Reliant Engineering, PLLC. The Scope of the PROJECT shall include the replacement of approximately one hundred forty (140) linear feet of horizontal beam and two rafter beams; assessment and repair of other beams and columns; replacement or repair of joints and support brackets; installation of new translucent roof panels over the repaired sections and replacement areas; and painting of completed repair and replacement areas. SECTION II: Compensation: A. CONTRACTOR shall perform all work necessary to complete the PROJECT for an amount of forty six thousand dollars ($46,000). B. Other Considerations Regarding Fees and Costs. CONTRACTOR shall be compensated based on work completed, and a ten percent (10%) retainage on work completed shall be retained until the PROJECT is completed. CONTRACTOR shall provide invoices for the work completed which shall be PROFESSIONAL SERVICES AGREEMENT QUALITY CONTRACTORS AND CITY J-Dl5--o4 PAGE I OF7 ---PAGE BREAK--- reviewed by CITY. The determination of percent of PROJECT work completed shall be made by CITY. . CONTRACTOR shall be paid the remaining fees owing to CONTRACTOR within thirty (30) days following completion of the PROJECT work and acceptance of the PROJECT by CITY. Shipping terms: FOB location of Job Site. Import Duty and Taxes are not included and are to be added to invoices unless Tax Exempt Certificate is provided by CITY. SECTION III: CONTRACTOR' s Responsibilities: CONTRACTOR shall complete the entire work on the PROJECT. Such work shall be conducted in a good and workmanlike manner which meets or exceeds industry standards and building code requirements. CONTRACTOR shall report progress no less than once every two weeks to the CITY. CONTRACTOR shall be responsible for repair, restoration or replacement of damaged existing concrete, fencing, building, amenities and other features caused by CONTRACTOR during construction. SECTION IV: CITY' s Responsibilities: CITY, at no extra charge to CONTRACTOR, shall: 1. Perform submissions to building authorities; 2. Obtain necessary building permits; 3. Provide inspections as required; 4. Provide continuous access for CONTRACTOR during the term of this Agreement; 5. Provide one hundred twenty by thirty (120 x 30) amp electrical supply during PROJECT; 6. Provide access to PROJECT site for all equipment necessary trucks, cranes, forklifts, manlifts, scaffold, etc.). Vehicle access within gated area shall be limited to passenger vehicle and light truck; and 7. Provide convenient and adequate area for equipment and for storage of equipment; SECTION V: PROJECT Schedule: CONTRACTOR shall achieve substantial completion of the PROJECT on or before May I, 2015, and final completion of the PROJECT on or before May 8, 2015. In the event of unavoidable delays due to weather, shipping delays or other circumstances beyond CONTRACTOR' s control, CONTRACTOR, upon concurrence by the CITY, shall be granted an extension. The length of extensions due to such delays shall be as determined by the CITY. The City shall be notified of such delays or potential delays within two working days of CONTRACTOR's knowledge of such delays. PROFESSIONAL SERVICES AGREEMENT QUALITY CONTRACTORS AND CITY PAGE20F7 ---PAGE BREAK--- SECTION VI: 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. ' SECTION VII: Termination: 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. B. 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. SECTION VIII: Insurance: A. If, at any time, a surety on any such bond is declared as bankrupt or loses its right to do business in the State of Idaho or is removed from the list of surety companies accepted on Federal bonds, the CONTRACTOR shall, within ten (10) days after notice from CITY to do so, substitute an acceptable bond (or bonds) in such form and sum signed by such other surety or sureties as may be satisfactory to CITY. The expense of such replacement bonds shall be borne by the CONTRACTOR. No further payments by CITY pursuant to this Agreement shall be deemed due nor shall be made until the new surety or sureties shall have furnished an acceptable bond to CITY. B. 1. The CONTRACTOR shall not commence work until he/she has obtained all insurance required under this section or until he/she has satisfied CITY in this respect; nor shall he/she allow any subcontractor to commence work until such subcontractor has also obtained such required insurance applicable to su.ch subcontractor's "work. The PROFESSIONAL SERVICES AGREEMENT QUALITY CONTRACTORS AND CITY PAGE3 OF7 ---PAGE BREAK--- CONTRACTOR shall maintain such required insurance coverage throughout the term of . this Agrķement and will hold CITY harmless and shall indemnify CITY for any losses arising out of the CONTRACTOR's operations, including any contingent liability arising therefrom. The cost of such insurance shall be borne by the CONTRACTOR. The CONTRACTOR shall furnish copies of all insurance policies and/or certificates of insurance to CITY at the time of execution of this Agreement. Each policy shall include a provision to the effect that it shall not be subject to cancellation, or reduction in the amounts of its liabilities, or any other material change, until notice has been given in writing to CITY and the Parks and Facilities Manager not less than fifteen (15) days prior to such action. CONTRACTOR shall further cause CITY to be named as an additional insured on all applicable insurance policies. 2. The CONTRACTOR shall take out and maintain, during the term of this Agreement, statutory worker's compensation insurance for all employees who will work-' on this PROJECT, and if any work is subcontracted, the CONTRACTOR shall require the subcontractor similarly to provide such insurance for all of the subcontractor's employees unless they are included under the protection afforded by the CONTRACTOR. 3. The CONTRACTOR shall take out and maintain during the term of this Agreement comprehensive public and general liability insurance. The comprehensive public and general liability insurance shall have, at a minimum, a coverage limit of at least Five Hundred Thousand Dollars ($500,000) per occurrence, and One Million Dollars ($1,000,000) aggregate. Policies containing deductible clauses will not be acceptable. SECTION IX: Hold Harmless/Indemnification: In addition to other rights granted CITY by the Contract Documents, CONTRACTOR shall indemnify and save harmless the CITY, its officers and employees, from all suits, actions, or claims of any character brought because of any injuries or damages received or sustained by any person, persons, or property on account of the operations of CONTRACTOR or its subcontractors; or on account of or in consequence of any neglect in safeguarding the work; or through use of unacceptable materials in constructing the work; or because of any act or omission, neglect, or misconduct of CONTRACTOR or its subcontractors; or because of any claims or amounts recovered from any infringements of patent, trademark or copyright; or from any claims or amounts arising or recovered under the Workmen's Compensation Act or any other law, ordinance, order or decree. SECTIONX: Conflict of Interest: CONTRACTOR covenants that it presently has no interest and will not acquire any interest, direct or indirect, in the 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. Should any conflict of interest arise during the performance of this Agreement, CONTRACTOR shall immediately disclose such conflict to the PROJECT Engineer/Engineer and City. PROFESSIONAL SERVICES AGREEMENT QUALITY CONTRACTORS AND CITY PAGE4 OF7 ---PAGE BREAK--- SECTION XI: Entire Agreement, Modification And Assignability: This Agreement and the exhibits hereto contain 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 other than as contemplated by this Agreement, without the prior written consent and express authorization of CITY. SECTION XII: Adherence To Law Required: All applicable local, state and federal statutes and regulations are hereby made a part of this Agreement and shall be adhered to at all times. Violation of any of these statutes or regulations by CONTRACTOR shall be deemed material and shall subject CONTRACTOR to termination of this Agreement for cause. No pleas of misunderstanding or ignorance on the part of CONTRACTOR will in any way serve to modify the provisions of this requirement. CONTRACTOR and its surety shall indemnify and save harmless CITY and its employees, agents, engineers and representatives against any claim or liability arising from or based on the violation of any such laws, codes, ordinances, or regulations, whether by CONTRACTOR, CONTRACTOR's employees, or its subcontractors. SECTION XIII: Non-Discrimination: CONTRACTOR shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideals, sex, sexual orientation, age, marital status, physical or mental handicap, or national origin. SECTION XIV: Legal 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. SECTION XV: Jurisdiction and Venue: This Agreement shall be construed in accordance with and shall be subject to the laws of the State of Idaho and that the venue of any such action shall be the Second Judicial District of the State of Idaho in and for Latah County. PROFESSIONAL SERVICES AGREEMENT QUALITY CONTRACTORS AND CITY PAGES OF7 ---PAGE BREAK--- SECTION XVI: Special Warranty: CONTRACTOR warrants that nothing of monetary value has been given, promised or implied as remuneration or inducement to enter into this Agreement. CONTRACTOR further declares that no improper personal, political or social activities have been used or attempted in an effort to influence the outcome of the competition, discussion, or negotiation leading to the award of this Agreement. Any such activity by CONTRACTOR shall make this Agreement null and void. SECTION XVII: Communications: Such communications as are required by this Agreement shall be satisfied by mailing or by personal delivery to the parties at the following address: Contractor: Execution: Quality Contractors, LLC Webb French, Principal 1311 Brush Creek Road Deary, Idaho 83823 City: Parks and Recreation Director City of Moscow SECTION XII: 206 East Third Street P 0 Box 9203 Moscow, Idaho 83843 IN WITNESS WHEREOF, said CONTRACTOR and CITY have caused this Agreement to be executed on the day and year first above written. CONTRACTOR PROFESSIONAL SERVICES AGREEMENT QUALITY CONTRACTORS AND CITY CITY City of Moscow, Idaho Approved As To Form: tLW Roderick Hall, City Attorney PAGE60F7 ---PAGE BREAK--- ACKNOWLEDGMENT STA TE OF IDAHO County of ) ) ss: ) On this day of M f.lrrJa , 2015, before me, the undersigned, a Notary in and for said State, personally appeared Webb French, 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 Principal for Quality Contractors, LLC PROFESSIONAL SERVICES AGREEMENT QUALITY CONTRACTORS AND CITY Notary Public for Residing at My commission expires: _ PAGE70F7