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HomeMy WebLinkAbout11- Doctor Steam Work & Services Agreement��t�� �� ������H;��� ���������������� N��� �� �� ����n�u� �� ����n^�u������ AGREEMENT ��m�� ��n Bozeman This agreement made day of / ,2A1 .upona||thennutu�Lgoodandva|mab|e consideration together vvithaUthe ternoa.conditions, oomananto.representations, requirements, recitals, obligations, promises, and performance herein or attached and incorporated and agreed by the parties: 1) CITY: City mf Bozeman, P.(}. Box 1230, Bozeman, yNT59771. Telephone: 4O6-982-32OO and, has authority to contract for such work and services, and desires to have the CONTRACTOR perform the work and services specified in Scope of Work, and 2) CONTRACTOR:/ Telephone: (406) SS 7 - 4f e e Email: doe, that represents, warrants, promises and guarantees CONTRACTOR: (a) is an independent contractor engaged in an independently established business or profession, and renders work and services in the course of such business or profession as an independent contractor; (b) is and will be free from control or direction over the performance of its work and services; (c) is and shall at all times be qualified, skilled and licensed to perform such work and services; (d) is and shall be in full compliance with all federal, state, and local rules, laws, regulations or ordinances whatsoever regarding, concerning, or relating to the scope of work and CONTRACTORS's business or profession; (e) agrees to provide and perform such work and services specified in the scope of work; (f) is in good standing and authorized to do business in the State of Montana; (g) the undersigned has authority to execute and enter into this agreement and bind the CONTRACTOR to all the terms, conditions, covenants, representations, requirements, obligations, promises and performance herein or attached and / 3) CODAK8EyJCEK8EhJT DATE. CONTRACTOR shall commence work no later than 20 It 4) COMPLETION DATE. CONTRACTOR shall have all work and' services and the SCOPE DFWORK complete to the C|TY"s full satisfaction no later than 5) CONSIDERATION. The "contract price" of "agreed amount' is a total amount of that all w6rk and services specified in the Scope ork shall be rendered, delivered, installed or performed for the contract price or agreed amount. Under no circumstances whatsoever shall the amount charged or paid under this agreement exceed the contract price or agreed amount, except for change of work orders that shall be considered additional work and shall be in writing, fully negotiated, agreed to and executed by the parties upon additional fair and reasonable terms, conditions and consideration. G) SCOPE OFWORK. The CONTRACTOR shall provide all materials and perform all labor tocomplete the described ao follows or services ao described io the SCOPE (}FWORK attached as Exhibit "A". 71 PAYMENT SCHEDULE. Payment shall be made as per Exhibit 8 "Payment Schedule" attached and incorporated, or if no payment Schedule is attached, then the CONTRACTOR agrees to be paid in partial payments in amounts indicative of the actual percentage of work and services delivered or performed. The CITY shall make payment within 30 days of receipt of CONTRACTOR'S invoice provided that work and services have been performed in accordance with this agreement. In the event that COUNTY's funding is unavailable or limited, then the CITY may reduce the amount of consideration upon consent of the CONTRACTOR, or without consent terminate this agreement. 0 ADDITIONAL WORK. No claims for extra, additional, or changes in the work or services will temade by CONTRACTOR without written agreement with the CITY prior to the performance of such 9) TERMINATION FOR DEFAULT. The performance of Work under this Agreement may beterminated hv the CITY, in accordance with this clause, im whole orin part, in writing, whenever the CITY shall determine that the CONTRACTOR has failed to perform as agreed or is in default of any part of this agreement. Without limitation, the CITY has the right to terminate for default, if the CONTRACTOR fails todm|ive/supp|ies.nnebada]e.goods,servioe.|aboro,vvork;fai|sto9erfonnw|thiothehnna specified; or if the CONTRACTOR fails to perform or breaches any representation, promise, warranty, guarantee, provision, term or condition of this agreement, 10) TERMINATION FOR CONVENIENCE. The CITY may without cause terminate this contract in whole or in part at any time for its convenience upon reasonable written notice to the CONTRACTOR. 11) CONTRACTOR LIMITATION OF CLAIMS FOR BREACH AND DAMAGES. The CONTRACTOR agrees that CONTRACTOR's damages, rights and remedies in any case or controversy arising under this agreement are limited and shall not exceed the reasonable costs of the work performed and materials installed through to the date of termination less any consideration received CONTRACTOR waives claim to any damages based on lost profits, consequential, incidental, special, punitive, interest, or delay, Failure of the CONTRACTOR or its contractors or subcontractors to include similar clauses into its subcontracts and purchase orders shall not expose the CITY to any liability. The foregoing shall not constitute an exemption from responsibility, and shall not exempt the CITY or anyone "from responsibility for his own fraud, for willful injury tmthepensonurpnupertyoƒanoUmer.or for violation of law, whether willful nr negligent" au per MCA 28-2-7Q2. 12) CONTRACTOR ADDITIONAL OBLIGATIONS. The CONTRACTOR'S obligations, duties and responsibilities include at all times the following: (a) provide all labor, nnateho|e, equipment, supplies and incidentals necessary to perform and complete the scope of work; (b) prepare and present such information as may be pertinent and necessary, in order for the CITY to pass critical judgment on the quality of the scope of work; (c) perform work and services in accordance with generally accepted commercial or accepted industry standards regarding similar type projects, work mrservices; (j) all work and services must be performed and completed in a manner that is satisfactory to the CITY; (e) Perform all professional services in connection with the scope of work at a standard of similarly situated professionals in the United States, and to the full satisfaction of the CITY; (fl maintain appropriate safety standards and keep all areas cf work and adjacent areas free from foreseeable risks of harm and dangers; (Q) allow the CITY upon reasonable notice and at reasonable times the right of review, inspect and examine the CONTRACTOR'S place of work and records pertaining to this agreement', (h) maintain compliance with all not for profit rules, laws and regulations. 13) LAWS AND REGULATIONS. CONTRACTOR has an affirmative duty to take notice of, observe, and strictly comply with all existing laws, rules and regulations and any ail laws, rules and regulations that may be adopted after the date of this agreement. Whether or not the same are expressly stated in the agreement, the CONTRACTOR shall strictly comply with all applicable state, federal and local lovva and regulations, including, but not limited to.: (a) Montana Labor Preference. CONTRACTOR shall give preference to the employment of bona fide Montana residents in the performance of the work. Section 18-2-403, MCA. (b) Equal OpportqnLity. Pursuant to Sections 49-2-303 and 48-3-207 MCA, and City of Bozeman Resolution 4250, no part of this contract may be performed in a manner which discriminates against any person on the basis ofrace, color, na|igign, creed, sex, oge, marital obstoa, national origin, or actual or perceived sexual orientation, gender identity, or physical or mental disability, or political ideas by person performing the contract. Any hiring must be on the basis of merit and qualifications directly related tu the requirements of the particular position being filled. (o) Prevailing Wage Rates, CONTRACTOR must pay the standard prevailing wage rates, including fringe benefits for health and welfare and pension contributions and travel a||uvvanoe provisions in effect and applicable to Gallatin COUNTY, Montana. Any questions concerning prevailing wages should be directed to the Montana Department of Labor and Industry, Labor Standards Bureau, Capitol Station, Helena, Montana, 5BO2O. Phone: 4OO-444-56OQ, CONTRACTOR shall post inmpromimant and accessible site on the project orvvorkaosa.notlabarthambhafinstdayofvvurh and continuing for the entire duration of the project, a legible statement nf all wages and fringe benefits to be paid to the employees employed on the site or work area, Section 18-2-406, MCA. The current standard prevailing wage rates published by the Montana Department of Labor and Industry for each relevantjob classification necessary tn complete the scope of work are incorporated by reference into this agreement. (d) Safety, CONTRACTOR on behalf of itself and the CITY assumes sole responsibility for initiating, maintaining and supervising all health and safety precautions and programs for all employees, subcontractors, agents, and consultants in connection with the performance of this Agreement. CONTRACTOR shall ensure that its employees, consultants, subcontractors, agents are adequately and appropriately trained pursuant tothe Montana Safety Culture Act, Title 39, Chapter 71, Part 15 of the Montana Code Annotated. CONTRACTOR shall also comply with the safety rules, codes, and provisions for occupational safety under Title 50, Chapter 71 of the Montana Code Annotated. (e) Registration and Withholding. CONTRACTOR shall register with the Montana Department of Labor and Industry in accordance with Title 39, Chapter 9, Montana Code Annotated. CONTRACTOR acknowledges the requirements of Title 15, Chapter 50, Montana Code Annotated and it, not the CITY, will withhold and forward certain portions of gross contract receipts where necessary, (ƒ) Professions and Occupations, CONTRACTOR shall ensure all work and services undertaken for the CITY shall meet the requirements of Title 37, Montana Code Annotated. Work and services undertaken by licensed professionals, such as surveyors, architects and engineers, shall be completed, signed, and stamped by as such professionals licensed. Ad of this Agreement new laws or regulations become applicable, CONTRACTOR shall also comply with them without notice from the CITY, 1/U WAIVER AND INDEMNIFICATION. CONTRACTOR waives any and all claims and reumurse - iat � officers, employees, including the right ufuontributi for loss or damage to person or property arising from, growing out of, orin any way connected with or incident tothe performance of this agreement except "responsibility for his own fraud, for willful injury hotheperaon or property of another, or for vio]ab law, (e) CONTRACTOR will indemnify, hold harmless, and defend the CITY and its agents, principals, and employees from and agaimsteny and all liability (including liability where activity is inherently or intrinsically dangerous), damages, losses or costs, , including but not limited toreasonable attorney's fees (including fees uf the CITY Attorney) arising out of or resulting from CONTRACTOR'S or third party's negligence, recklessness, or intentional misconduct, or from CONTRACTOR'S ora third part�s failure to comply with the requirements of this ggreennentorvv�h all federal, state 'and local law applicable to the performance of this agreement but only to the extent that the liability, damages, losses, or costs are caused by the negligence, recklessness, or intentional misconduct o[ the CONTRACTOR oro third party orthe CONTRACTOR's officers, employees or agents. In the event of an action filed against the CITY resulting from CONTRACTOR'S performance under this agreement, the CITY may elect t0 represent itself and incur all costs and expenses of suit. (b) These obligations shall survive termination of this agreement. 15) INSURANCE, The CONTRACTOR shall carry comprehensive general liability insurance in the amount no less than $1,500,000.00 for each occurrence; Automobile liability in the amount of $1,500,000.00 combined single limit; Professional Liability or Errors and Omissions coverage in the amount of$1,5OO.08O.O0. All insurance policies shall be primary and noncontributory and shall name The City of Bozeman, CITY, an additional insured. (o) Such certificate shall require no less than 15 days notice of cancellation baCOUNTY. CONTRACTOR shall put the CITY mn immediate notice oƒ any changes or cancellation [ncoverage, (b) CONTRACTOR shall require all consultants, and subcontractors tomeet the same insurance coverage. 16) INDEPENDENT CONTRACTOR. The CONTRACTOR, and its consultants, contractors, and subcontractors, shall at all times be considered independent contractors. Notwithstanding its obligation to fulfill the scope of work, CONTRACTOR and its consultants and subcontractors have been and will continue tobe free from control or discretion over their performance under this agreement and in fact. The CITY will not be responsible for withholding any state or federal taxes or social security, nor will the CITY extend any of the benefits to the CONTRACTOR that it extends to its employees. The CONTRACTOR is required to maintain necessary records and withholding. Y7) WORKERS COMPENSATION. Aeam independent contractor, CONTRACTOR must provide VVorkers Compensation for all employees |nthe amount required by Montana law. 18) ATTORNEY'S FEES. If it is necessary for either party to bring an action hz enforce the terms, covenants, or conditions of this Agreement, the prevailing party shall be entitled to reasonable attorney fees toheset by the appropriate court, including fees of the City of Bozeman, CITY, Attorney. 19) HOLD BACK, The CITY may hold back payment mrefuse payment whenever in the CITY's sole discretion it is required to assure, obtain or compel CONTRACTOR's compliance or performance with this agreement. 20) PAYMENT AND PERFORMANCE BONDS. If the CITY, in its sole discretion, requires the CONTRACTOR shall post payment and performance bonds in an amount no less than the sum of the contract price. Bond documents must be delivered to the CITY within 3 days of the contract award and prior to the commencement ofwork. 21) VENUE. Aoaction to enforce this Agreement shall be brought |n the District Court of the Eighteenth Judicial District, Gallatin County Montana. 22) INTERPRETATION /ENTIRE AGREEMENT. This Agreement shall bogoverned and interpreted according to the laws cf the State uf Montana. Section headings are for convenience only and are not intended to define or limit any provisions of this Agreement. The provisions of this Agreement are independent and severable, and the invalidity, partial invalidity, or unenforceability of any one provision or portion thereof shall not affect the validity or enforceability of any other provision, Both parties having been given an opportunity to have this Agreement reviewed by others, the Rule of Construction providing that the Agreement shall be construed against the drafter will not be used in the interpretation Cf this Agreement. Words shall begiven plain rRean|ng and effect, the parties acknowledge and agree that there is no ambiguity. No extrinsic evidence. This document represents the entire and integrated agreement between the CITY and CONTRACTOR and supersedes aUphmr negotiations, agreements or representations, either written or oral. This agreement may be amended only by written instrument signed by both the CITY and the CONTRACTOR.