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HomeMy WebLinkAbout11- BMS Carpet Cleaners Work and Services AgreementWORK & SERVICES AGREEMENT City of Bozeman This agreement made this ! ``day of AI) I , 2011 , upon all the mutual, good and valuable consideration together with � terms, con&tions, covenants, representations, requirements, recitals, obligations, promises, and performance herein or attached and incorporated and agreed by the parties: 1) CITY. City of Bozeman, P.O. Box 1230, Bozeman, MT 59771. Telephone: 406-582-3200, 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: AZE"El U, I - ff'. F->.- Telephone: (406) Email: I&Lvevl!�XeM 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 incorporated. 3) COMMENCEMENT DATE. CONTRACTOR shall commence work no later than 20_d_. J 4) COMPLETION DATE, CONTRACTOR shall have all work and services and the SCOPE OF WORK complete to the CITY"s full satisfaction no later than —�L.� 2 t 5) CONSIDERATION. The "contract gice 1. or ;1 agreed amount" is a total amount of 6 6Rkr0i 1�, I,41 _ _.00), CONTRACTOR agrees -that all work and services specified in the Scope of Work 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. 6) SCOPE OF WORK. The CONTRACTOR shall provide all materials and perform all labor to complete the project described as follows or services as described in the SCOPE OF WORK attached as Exhibit "A". 7) PAYMENT SCHEDULE. Payment shall be made as per Exhibit B. "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, I n 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, 8) ADDITIONAL WORK. No claims for extra, additional, or changes in the work or services will be made by CONTRACTOR without written agreement with the CITY prior to the performance of such services. Q) TERMINATION FOR DEFAULT. The performance of Work under this Agreement may beterminated by the QTY, in accordance with this clause, in whole or in pert in vvhUn8, 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 to deliver supplies, materials, goods, oan/ioe, labor orwork; fails to perform within the time 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 comtrmninwhoka mrin part et 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, oonseqmentio|, incidental, epaoia|, pun|tK/e, 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 nr anyone "from responsibility for his own fraud, for willful injury 1mthe person nr property of another, or for violation of law, whether willful or negligent" as per MCA 28'2-7O2 12) CONTRACTOR ADDITIONAL OBLIGATIONS. The CONTRACTOR'S obligations, duties and responsibilities include ed all times the following: (e) provide all labor, materials, equipment, aupp|ies 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) per work and services in accordance with generally accepted commercial or accepted industry standards regarding similar type projects, work or services; (d) all work and services must he performed and completed ina manner that |s satisfactory to the CITY; (e) Perform all professional services in connection with the scope cf work ota standard cfsimilarly situated professionals in the United States, and to the full satisfaction of the CITY; (f)maintain appropriate safety standards and keep all areas of work and adjacent areas free from foreseeable risks of harm and dangers; (g) 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 nu|aa. 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 all 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 laws 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 Opportunit . Pursuant to Sections 49-2-303 and 49-3-207, MCA, and City of Bozeman Resolution 425O.mu part uf this contract may beperformed inemanner which discriminates against any person on the basis nfrace, color, religion, unaed, sex, age, marital atatus, 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 to the requirements ofthe particular position being filled, (c) Prevailing Wage Rates, CONTRACTOR must pay the standard prevailing wage rates, including fringe benefits for health and welfare and pension contributions and travel allowance 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, 5962U. Phone: 4O6-444-GOOD. CONTRACTOR shall post inaprominent and accessible site on the project orwork area, not later than the first day cfwork and continuing for the entire duration of the project, a legible statement of 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 relevant job classification necessary bo complete the scope of work are incorporated by reference into this agreement. (d) Safety. CONTRACTOR on behalf ofitself 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 WithholdiDa. 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 nfTitle 15. Chapter 50, Montana Code Annotated and it, not the CITY, will withhold and forward certain portions of gross contract receipts where necessary. (M Professions and 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. kd New Laws and |f during the term of this Agreement new laws ur regulations become applicable, CONTRACTOR shall also comply with them without notice from the CITY. 14> WAIVER AND INDEMNIFICAT CONTRACTOR waives any and all claims and recourse against the CITY or its officers, agents or employees, including the right of contribution for loss or damage to person or property arising from, growing out of, or in any way connected with or incident to the performance of this agreement except "responsibility for his own fraud, for willful injury totbe.peraon or property of another, or for violation of law, whether willful or neg[igent"as per MCA 28-2-702. (a) CONTRACTOR will indermnifv, hold hanntems, and defend the CITY and its aganto, principals, and employees from and against any and all liability (including liability where activity is inherently or intrinsically dangeoous). damages, losses or costs, ` including but not limited to reasonable attorney's fees (including fees of the CITY Attorney) arising out ofor resulting from CONTRACTOR'S nr third portv'snegligence, recklessness, oriutenUmnaYrnincnnduct,or�nmnCC)NTRACT[>R'Sor - tbirdpaMx'o fmi|onatn comply vviththe meqwimernentauf this mgneernontorvvithaD federal, nba 'amd local law applicable to the performance cf this agreement but only to the extent that the liability, damages, losses, or costs are caused by the negligence, mauk|eeomens. ur intentional misconduct of the CONTRACTOR ora 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 to 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 $1,500,000.00. All insurance policies shall be primary and noncontributory and shall name The City cf Bozeman, CITY, aa additional insured, (a) Such certificate shall require no less than 15 days notice of cancellation to COUNTY. CONTRACTOR shall put the CITY on immediate notice of any changes or cancellation iocoverage. (b) CONTRACTOR shall require all consultants, and subcontractors to meet 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 to be 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 tn the CONTRACTOR that it extends toits employees. The CONTRACTOR is required to maintain necessary records and withholding. 17) WORKERS COMPENSATION. As an independent contractor, CONTRACTOR must provide Workers Compensation for all employees in the amount required bv Montana law. 18) ATTORNEYS FEES. Ifdisnecessary for either party to bring an action hoenforce the terms, covenants, nr conditions ofthis Agreement, the prevailing party shall he entitled toreasonable attorney fees tobe set bv the appropriate court, including fees cf the City of Bozeman, CITY, Attorney. 19) HOLD BACK. The CITY may hold back payment or refuse payment whenever in the CITY'ssole 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, inits 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 tothe CITY within 8 days of the contract award and prior to the commencement ofwork. 21) VENUE. An action to enforce this Agreement shall be brought in the District Court nfthe Eighteenth Judicial District, Gallatin County Montana. 22) INTERPRETATION / ENTIRE AGREEMENT. This Agreement shall be governed and interpreted according to the laws of the State of 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 [nva||dity, orumaofmrceabUity 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 of this Agreement. Words shall be given plain meaning 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 all prior negotiations, agreements or representations, either written or oral. This agreement may be amended only hy written instrument signed bv both the CITY and the CONTRACTOR. 23) NON-WAIVER, Delay, waiver or failure to enforce or assert any claim, defense or provision of this agreement shall not operate as a waiver of any of the CITY's rights and remedies at law or equity that are expressly reserved without limitation. 24) NON-ASSIGNMENT- No assignment without the other parties written consent which shall not be unreasonably withheld. 25) EXECUTION OF AGREEMENT. The Bozeman CITY Clerk will keep the original agreement. An exact unaltered copy of the original agreement has the same force and effect as the original, 26) IN WITNESS WHEREOF the parties have signed this agreement. Date: ab I S ' I CONTRACTOR:, 8 1 1 , 3 zim f Signature: A 'dA'(A Co� Date: _Z 9- RESPONSIBLE CITY OFFICIAL: Signature: NOTARY Signed and acknowledged before me on � day of A2- Aue \ 20j byy L y , ­mpkv,IA (name of person signing domment) who did acknowledge full lawful consent, guthority and capacity to enter the contract. Notary Public of the State of MontanA_Nam6: Residing at: . . .... __ . ..... My Commission expires: AFFIX STAMP SAP 0 Golv, NOT`, SEA -,.:oires OF SARA 8 COW I y 6 Wo NOTARY PUBLIC for the State of Montana SEAL I Residing at Bozeman, Montana MY Commission Expires March 15, 2015 w: �,; OP ID: SLD 14 CERTIFICATE OF LIABILITY INSURANCE DAT08 /12DrYYY1) 48112!11 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 406- 587 -5111 Fir West, Inc. 406 5'87- 5162 PO BOX 1800 1905 Stad Dr B ozeman, MT 59715 Richard d -Gw Monahan,._CIC _.-- _- - — NA r Sha una Diehl PHONE FAX No 406 92 2-6064 INC, 406 - 587 -9162 E -MAIL ADDRESS: sdie lstwestins PRODUCER ... -.. .- ... ._..... _CUSTOME 10 u: BMSC 1 _ , __. __- I.NSUR )_ C OVERAGE NAIC JL INSURED BMS Carpet Cleaners 302 Donegal Drive 9 Bozeman, MT 59715 INSURER Cincinnati Insuran Com pany 10677 INSURER : Montana State Fund a ____.._. CPP0898373 _ _.- -- _........ 1213'1112 INS URER D $ 1,00 0,000 _ . -..... $ 100,400 INSURER E _ $ 5,000 INSURER F: $ 1 ,400,004 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIO AN D CONDITIONS OF SUCH POLIC LIMITS SHOW MAY HAVE BEEN REDUCED BY PAID CLAIMS. ..-- .._.. -_. -. --- iNS LTR TYPE OF INSURANCE AD L SUEIR POLICY NUMBER MM16D1YYYY MMroD1YYYY �. LIMITS A GENERAL LIABILITY X, COMMERCIAL GENERAL LIABILITY y � CLAIMS -MADE r" 1 OCCUR X CPP0898373 12/31 1213'1112 EACH OCC PREMISESa occurren e $ 1,00 0,000 _ . -..... $ 100,400 MED CXP ( Any one pers on) _ $ 5,000 PE RSONAL & ADV INJURY $ 1 ,400,004 _ -- GENERAL AGGREGATE $ 2,0 00,000 'PRODUCTS - COMPIOP AG G $ 2,000,000 V_ GEN'L AGGREGATE LIMIT APPLIES PER X POLICY PRO LOG Emp Ben. $ 0 A AUTOMOBILE LIABILITY ANY AUTO CPA0898373 12131114 12131/11 COMBINED SINGLE LIMIT (Ea acc ident) BODILY INJURY (Per person) $ 1,000,404 $ X ALL OWNED AUTOS BODILY INJURY (Per accident) $ .... -._ SCHEDULED AUTOS HIRED AUTOS __.....- .,.,._ ._... -. PROPERTY DAMAGE (Per accident) - -__. _...._- _ — _..... $ _ _. ..._ NON -OWNED AUTOS I .. ..... .__....... — X UMBRELLA LIAR X OCCUR EACH OCCURR $ 1,4 00,000 AGGREGAT $ 1,000 00 A EXCESS LIAR CLAIMS -MADE: CPP0898373 08/12111 08/12/12 DEDUCTIBLE _._.._ ___... w.. $ $ �... X RETENTION $ 2,500 W ORKERS COMP II . AND EMPLOYERS'LIARILITY X T4LI O ER a.Y... E EACH $ 10 0,O - B Y!N ONFICERMEMD©RrEXCLUDEO7ECU71VE (Mandatory in NH) NIA 431441245 07101111 47101112 E.L. DISEASE - EA EMPLOYEE -- ....- ._.. -.--- .,$.- 100,000' If yes. descnbo under DESCRIPTION OF OPERATIONS holow E.L. DISEASE - POLICY LIMIT ..._.. - -... $ 500,000 DESCRIPTION OF OPERATIONS I LOCATIONS ( VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more spaca is required) Certificate holder is additional insured for General Liability, including ongoing operations per conditions and limitation of policy form GA233 and GA4326, available upon request. City of Bozeman 1' 21 North Reuse Bozeman, MT 59715 CITYB12 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE s 0)1988 -2009 ACORD CORPORATION. All rights reserved. AC'ORD 26 (2009109) The ACORD name and logo are registered marks of ACORD