Appendix B.1 - Agreement-Rouge RVSDS Phase 2C_3C-5-15-24.docx
DOCX document 35 KB Posted
- Solicitation number
- 37-24-023
- Issued by
- Wayne County, Dansville Village, Michigan
About this file
This document is a draft Agreement between Wayne County, Michigan and an unnamed Contractor for the Rouge Valley Sewage Disposal System (RVSDS) Phase 2C/3C sewer rehabilitation project. The project encompasses rehabilitation of approximately 21,000 feet of large diameter sewer along the Middle Rouge River, including widespread grouting locations, spot rehabilitation of a 24-inch diameter sanitary sewer segment, and placement of seven new concrete structures at existing sewer system bends. The primary work involves Cured in Place Pipe (CIPP) lining. The contract term begins upon Wayne County Commission approval and ends one year after approval, with an option for six additional one-month extensions, and work will commence only after a formal Notice to Proceed is issued.
The contract will be funded through the Clean Water State Revolving Fund and is subject to specific federal and state legal requirements, including Davis-Bacon Prevailing Wages, Disadvantaged Business Enterprise (DBE) requirements, and American Iron and Steel provisions. The maximum contract price is not specified in the draft document, but payments will be made monthly based on progress applications. The Contractor is responsible for obtaining necessary permits, licenses, and easements, and must comply with all applicable laws and regulations. The project requires the Contractor to provide professional services with qualified personnel and maintain professional standards throughout the project's duration.
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APPENDIX B – AGREEMENT
| THIS AGREEMENT ("Agreement") is between the County of Wayne, Michigan, a body corporate and Charter county, (“Owner”) and ___________________ a __________________ (“Contractor”). Owner and Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows: | ||
| 1. | WORK | |
| 1.01 | Contractor shall complete all Work as specified in the Contract Documents. The Work generally includes all Work required for the Phase 2C/3C sewer rehabilitation project which includes rehabilitation of approximately 21,000 feet of large diameter sewer, along with widespread grouting locations, within the Rouge Valley Sewage Disposal System and along the Middle Rouge River. The project also includes the spot rehabilitation of one 24” diameter sanitary sewer segment and placing seven new concrete structures at existing bends in the sewer system. Notwithstanding anything to the contrary contained in the Contract Documents, Contractor shall be responsible, at its sole cost and expense, for obtaining all necessary access permits, licenses and/or easements to perform the Work. | |
| 2. | ENGINEER | |
| 2.01 | The Project has been designed by Orchard, Hiltz & McCliment, Inc. dba OHM Advisors (“Engineer”), who will assume all duties and responsibilities and have the rights and authority assigned to Engineer in the Contract Documents in connection with completion of the Work in accordance with the Contract Documents. | |
| 3. | CONTRACT TIMES | |
| 3.01 | The Contract Times commences to run as provided for in Paragraph 2.03 of the General Conditions as amended by the Supplementary Conditions. The Contractor shall be substantially completed with the Work no later than ________________________. All Work shall be completed and ready for final payment in accordance with Paragraph 14.07 of the General Conditions no later than ____________________. | |
| 3.02 | The Contractor must inform the Engineer and Owner as soon as the following types of conditions become known: | |
| A. | Probable delays or adverse conditions which do or may materially prevent the meeting of the objectives of the Agreement. The Contractor must accompany this disclosure with a statement of any remedial action taken or contemplated by it; | |
| B. | Favorable developments or events which enable meeting time schedules or goals sooner than anticipated. | |
| 3.03 | The Contractor must regularly inform the Engineer and Owner of its activities in connection with its duties and must keep the Owner informed of the status of any program. | |
| 3.04 | The term of this Agreement begins upon approval by the Wayne County Commission; however, the parties to this Agreement acknowledge and agree that no work shall begin until after the Notice to Proceed has been issued by the Owner to the Contractor. The term of this Agreement shall end one (1) year after the date of Wayne County Commission approval, with an option for six (6), one (1) month extensions, which may be exercised by the County upon Wayne County Commission approval. The Contractor must expediently perform the services to achieve the objectives of this Contract. Any work done prior to the beginning of this Contract shall be at the Contractor’s own risk. | |
| 4. | CONTRACT PRICE | |
| 4.01 | Owner shall pay Contractor for performance of the Work in accordance with the Contract Documents in current funds at the lump sum or unit prices presented in the Price Sheet (Section7.0 of the IFB) of these Contract Documents. | |
| 4.02 | The Contract Price includes all remuneration to which the Contractor may be entitled. Owner will not pay the Contractor for overtime, holiday or other premium charges or other benefits in addition to those stated in the Price. Maximum Contract Price shall not exceed ___________________($_________________).. | |
| 5. | PAYMENT PROCEDURES | |
| 5.01 | Contractor shall submit Applications for Payment in accordance with Article 14 of the General Conditions. Applications for Payment will be processed by Engineer as provided in the General Conditions. | |
| 5.02 | Owner shall make monthly progress payments on account of the Contract Price on the basis of Contractor’s Applications for Payment as recommended by Engineer. Monthly progress payments will be made in an amount equal to the requirements of 1980 PA 524, MCL § 125.1561, et seq. In the event of a conflict between any of the Contract Documents and 1980 PA 524, MCL § 125.1561, et seq, the provisions of 1980 PA 524, MCL § 125.1561, et seq shall govern. | |
| 5.03 | Upon final completion and acceptance of the Work in accordance with Paragraph SC-14.07 of the General Conditions, Owner shall pay the remainder of the Contract Price as recommended by Engineer as provided in Paragraph SC-14.07 of the General Conditions. | |
| 6. | CONTRACTOR’S REPRESENTATIONS | |
| In order to induce Owner to enter into this Agreement, Contractor makes the following representations and warranties: | ||
| 6.01 | Contractor is authorized to do business under the laws of the State of Michigan and is duly qualified to perform the services as set forth in the Agreement. The execution of the Agreement is within the Contractor’s authorized powers, and is not in contravention of federal, state, or local law. | |
| 6.02 | The Contractor warrants that all employees of the Contractor assigned to the performance of the services are qualified and authorized to perform the services under the state and local laws and governing professional association rules where the employee is employed. | |
| 6.03 | Each employee must devote the time and professional ability as is necessary to most effectively and efficiently perform the services according to professional standards. | |
| 6.04 | Whenever an employee assigned to the Agreement must be replaced for any reason, the Contractor must supply an acceptable replacement as soon as possible and agrees not to substitute a lower classified employee to perform the services without obtaining prior Owner approval in writing. | |
| 6.05 | Contractor has familiarized itself with the nature and extent of the Contract Documents, Work, site, locality, and all local conditions and Laws and Regulations that in any manner may affect cost, progress, performance or finishing of the Work. | |
| 6.06 | Contractor has studied carefully all reports and drawings of physical conditions which are identified in the Supplementary Conditions as provided in Paragraph 4.02 of the General Conditions, and accepts the determination set forth in Paragraph SC- 4.02.A.1 and Paragraph SC-4.02.A.2.a of the Supplementary Conditions of the extent of the technical data contained in such reports and drawings. | |
| 6.07 | Contractor has obtained and carefully studied (or assumed responsibility for obtaining and carefully studying) such examinations, investigations, explorations, tests, reports and studies (in addition to or to supplement those referred to in Paragraph 6.06 above) which pertain to the subsurface or physical conditions at or contiguous to the site or otherwise may affect the cost, progress, performance or furnishing of the Work as Contractor considers necessary for the performance or furnishing of the Work at the Contract Price, within the Contract Times and in accordance with the other terms of the Contract Documents, including specifically the provisions of Paragraphs 4.02 and 4.03 of the General Conditions; and no additional examinations, investigations, explorations, tests, reports, studies, or similar information or data are or will be required by Contractor for such purposes. | |
| 6.08 | Contractor has reviewed and checked all information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or contiguous to the site and assumes responsibility for the accurate location of said Underground Facilities. No additional examinations, investigations, explorations, tests, reports, studies or similar information or data with respect to said Underground Facilities are or will be required by Contractor in order to perform and furnish the Work at the Contract Price, within the Contract Times and in accordance with the other terms and conditions of the Contract Documents, including specifically the provisions of Paragraph 4.04 of the General Conditions. | |
| 6.09 | Contractor has correlated the results of all such observations, examinations, investigations, explorations, tests, reports and studies with the terms and conditions of the Contract Documents. | |
| 6.10 | Contractor has given Engineer written notice of all conflicts, errors or discrepancies that it has discovered in the Contract Documents and the written resolution thereof by Engineer is acceptable to Contractor. | |
| 7. | BANKRUPTCY OR INSOLVENCY | |
| 7.01 | If the Contractor is adjudicated bankrupt or insolvent, or if a trustee is appointed over the Contractor or any of its property, whether it is a third party or Contractor as debtor-in-possession (referred to as "Contractor" in this Article unless the context clearly requires otherwise) the following rights, obligations and limitations control: |
1. Contractor or any trustee must not assign any or all of its rights, title or interest, in or to this Agreement, as this Agreement is for the delivery of professional services and related services, as to which the Owner is entitled to insist upon performance solely by the Contractor.
1. Contractor or any trustee may only assume this Agreement if it provides adequate assurance of future performance. Adequate assurance of future performance means proof reasonably satisfactory to the Owner of:
1. adequate financial capacity to employ or contract with sufficient personnel to perform the services assigned to the Contractor as provided in this Agreement, and to pay for all services contracted for by the Contractor;
1. adequate financial capacity to own, operate, lease or obtain sufficient facilities and supplies to perform the services assigned to the Contractor as provided for in this Agreement; and
1. adequate financial and professional capacity to maintain the professional standard provided in this Agreement. The reasonable determination of the Owner as to the adequate professional capacity of the Contractor is determinative.
1. Because of the unique nature of the services this Agreement requires the Contractor to provide, the Contractor agrees that any requests by the Owner that the trustee or it as debtor-in-possession assume or reject this Agreement in a shorter time than provided for in 11 U.S.C. §365 is reasonable so long as the trustee or Contractor receives no less than 5 business days notice.
1. If this Agreement is terminated during bankruptcy proceedings or if the trustee or debtor-in-possession successfully and properly obtains a court order rejecting this Agreement, the Contractor as debtor-in-possession or its trustee must cooperate with the Owner in arranging for the orderly transfer of responsibilities to persons or entities as the Owner may designate. The rejection is not effective until the orderly transfer of responsibilities, consistent with sound professional practice, has been completed.
| 7.02 | Although neither party has the right to terminate the Agreement merely because the other is adjudicated bankrupt or insolvent or a trustee or a debtor-in-possession is appointed over any parties' property, each party retains all of the other termination rights set forth elsewhere in this Agreement during the period of any proceedings under the Bankruptcy Code. | |
| 8. | COMPLIANCE WITH LAWS | |
| 8.01 | The Contractor must comply with and must require its employees to comply with all applicable laws and regulations. Contractor acknowledges, understands and agrees that: (i) this Contract is being funded with monies made available by the Clean Water State Revolving Fund, (ii) in addition to all other applicable laws and regulations governing Contractor’s performance under this Contract, Contractor must comply with all federal and state laws, rules, regulations, orders and decisions pertaining to the Clean Water State Revolving Fund, as the same may be changed or modified, including but not limited to Davis-Bacon/Prevailing Federal Wages, including Labor Standards Provisions, Disadvantaged Business Enterprise (DBE) Requirements, Debarment/Suspension Certification and American Iron and Steel, as attached in Appendix E hereto (collectively, the “Legal Requirements”), and (iii) Contractor is solely responsible for reviewing and understanding the Legal Requirements, whether attached hereto or not and for including the Legal Requirements in any agreement it has with any subcontractor, consultant or agent whose services will be charged directly or indirectly to the County and must cooperate with any audit or investigation to which the County is subject pertaining to this Contract or the Clean Water State Revolving Fund, including providing verification, certification or other information necessary to demonstrate compliance with this Contract and the Legal Requirements.. | |
| 8.02 | The Contractor must hold the Owner harmless with respect to any damages arising from any violations of this Article by it or its employees. | |
| 8.03 | The Contractor shall comply with section 120-50 of the Wayne County Procurement Ordinance. As required by section 120-50, the Contractor shall not commence performance under this Contract or accept payment for services provided under this Contract until: | |
| A. | If this is a contract that requires approval of the Wayne County Commission, this Contract is approved by the Wayne County Board of Commissioners and executed by the Chief Executive Officer; or | |
| B. | If this is a contract that does not require approval of the Wayne County Commission, this Contract is executed by the Chief Executive Officer or a purchase order is issued. |
The Contractor shall not rely on representations of any person who purports to authorize performance or payment contrary to section 120-50. If the Contractor provides performance or accepts payment prior to approval and execution as required by section 120-50, it does so at its own risk, and, to the extent provided by law, the Contractor shall indemnify, defend, and hold harmless the Owner against any and all expenses and liability of any kind the Owner may sustain, incur or be required to pay arising out of the Contractor's provision of Services or acceptance of payment in violation of section 120-50. In the event the Contractor provides Services in violation of section 120-50, the Owner may retain the funds that would have been owed to the Contractor as compensation for those Services but for the provision of those Services in violation of section 120-50. In the event the Contractor violates section 120-50, it shall be responsible for a municipal civil infraction punishable by a fine of up to $500.00 and shall be liable for any and all expenses and liability of any kind, which the Owner may sustain, incur or be required to pay arising out of the Contractor's violation of section 120-50, and may be debarred from further Owner contracts.
| 9. | WAIVER OF ANY BREACH | |
| 9.01 | No failure by a party to insist upon the strict performance of any term of this Agreement or to exercise any term after a breach, constitutes a waiver of any breach of term. No waiver of any breach affects or alters this Agreement, but every term of this Agreement remains effective with respect to any other then existing or subsequent breach. | |
| 10. | SEVERABILITY OF PROVISIONS | |
| 10.01 | If any provision of this Agreement or the application to any person or circumstance is, to any extent, judicially determined to be invalid or unenforceable, the remainder of the Agreement, or the application of the provision to persons or circumstances other than those as to which it is invalid or unenforceable, is not affected and is enforceable. | |
| 11. | MERGER CLAUSE | |
| 11.01 | This document, including the Appendices, contains the entire agreement between the parties and all prior negotiations and agreements are merged in this document. Neither party has made any representations except those expressly set forth. No rights or remedies are, or will be acquired by either party by implication or otherwise unless set forth. | |
| 12. | NONEXCLUSIVE CONTRACT | |
| 12.01 | The Owner may contract with other firms providing the same or similar services so long as the Contractor’s obligations to the Owner contained in this Agreement will not be affected in any manner. | |
| 13. | OWNERSHIP OF DOCUMENTS | |
| 13.01 | All reports, design drawings, and specifications prepared and furnished by the Contractor shall become the property of the Owner upon approval in writing by the Owner or upon the termination of the Contractor’s services hereunder. The Contractor shall have no claim for further employment or additional compensation as a result of exercise by the Owner of its full rights of ownership of these documents and materials. | |
| 13.02 | At the conclusion of the project, the Contractor will deliver to the Owner, for its ownership and continued use, copies of the work products developed under this Agreement and any subsequent modifications. Such products are not intended or represented to be suitable for use by the Owner or others outside the scope of this Agreement unless otherwise specified. Any such reuse, without written verification or adoption by the Contractor for the specific purpose intended will be at the Owner’s risk. | |
| 13.03 | The Contractor shall have the right to retain reproducible drawings and specifications. Any documents used in the preparation of the drawings and specifications to be furnished by Contractor to Owner shall be and remain the property of the Contractor, who shall retain such data and upon request furnish copies of the same to the Owner for its requirements. | |
| 13.04 | Any computer programs or modifications to a program for the specific benefit of the Owner shall become the property of the Owner. Any and all documentation pertaining to any portion or modification for the specific benefit of the Owner, shall be surrendered to and become the property of the Owner. | |
| 13.05 | The Owner shall be provided with a copy of the source code and script for any programs provided which are critical to the operation of the system. | |
| 13.06 | Any computer services or products requiring the use of pre-existing or proprietary computer programs or software of the Contractor, shall, upon request, be provided for the Owner’s use in effecting completion of the specific objectives of this Agreement and for use by the Owner in operating and maintaining related facilities during their useful life. | |
| 13.07 | Notwithstanding any other provisions of this Agreement between Owner and Contractor, all of Contractor’s pre-existing or proprietary computer programs or software developed by Contractor outside of this Agreement shall remain exclusive property of the Contractor. | |
| 14. | CONTRACT DOCUMENTS | |
| The Contract Documents which comprise the entire Agreement between Owner and Contractor are attached to this Agreement, made a part hereof and consist of the following: | ||
| 14.01 | This Agreement (pages 1 through 15 of Appendix B, inclusive). | |
| 14.02 | Appendix C- Performance Bond; Payment Bond; Maintenance and Guarantee Bond; and Insurance Certificates. | |
| 14.03 | Correspondence indicating the following: Notice of Award and Notice to Proceed. | |
| 14.04 | General Conditions (EJCDC Document C-700, 2007 edition) as modified and supplemented (Section 00700). | |
| 14.05 | Supplementary Conditions (Section 00800). | |
| 14.06 | Appendix D- Construction Documents (Technical Specifications, Drawings/Plans Phase 1C and Phase 1D). | |
| 14.07 | Appendix E (Legal Requirements). | |
| 14.08 | Addenda numbers ____ to ____, inclusive. | |
| 14.09 | Contractor’s Bid (pages _____ to _____, inclusive). | |
| 14.10 | Documentation submitted by Contractor prior to Notice of Award (pages ____ to ______, inclusive). | |
| 14.11 | All applicable provisions of state and federal law and any modification, including all Field Orders and Change Orders, duly delivered after execution of this Agreement. |
There are no Contract Documents other than those listed above in this Article 14. The Contract Documents may only be amended, modified or supplemented as provided in the General Conditions.
| 15. | MISCELLANEOUS | ||
| 15.01 | Any reference to the General Conditions in the Contract Documents shall refer to the General Conditions as modified and supplemented by the Supplementary Conditions. | ||
| 15.02 | Terms used in this Agreement which are defined in Article 1 of the General Conditions shall have the meaning indicated in the General Conditions, as modified in the Supplementary Conditions. | ||
| 15.03 | In resolving inconsistencies among two or more Sections of the Contract Documents, precedence shall be given in the following order: | ||
| 1. | Agreement (Section 4) | ||
| 2. | Change Orders | ||
| 3. | Field Orders | ||
| 4. | Addenda | ||
| 5. | Supplementary Conditions (Section 00800) | ||
| 6. | Instructions (Section 1) | ||
| 7. | General Conditions (Section 00700) | ||
| 8. | Specifications (All) | ||
| 9. | Drawings (All) | ||
| 15.04 | The Contractor warrants that any products sold or processes used in the performance of this Agreement do not infringe upon or violate any patent, copyright, trademark, trade secret or any other proprietary rights of any third party. If a third party makes a claim against the Owner, the Owner must promptly notify the Contractor. To the fullest extent permitted by law, the Contractor must defend the claim in the name of the Owner, at the Contractor’s expense. The Contractor must indemnify the Owner against any loss, cost, expense or liability arising out of the claim, whether or not the claim is successful to the fullest extent permitted by law. | ||
| 15.05 | Contractor shall pay promptly and before final payment, any and all claims or liens incurred in and about this Work, and execute a final receipt form. | ||
| 15.06 | Owner and Contractor each binds himself, his partners, successors, assigns and legal representatives to the other party hereto, his partners, successors, assigns and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents. | ||
| 15.07 | The Contractor covenants that it is not, and will not become, in arrears to the Owner upon any contract, debt, or any other obligation to the Owner, including real property and personal property taxes. | ||
| 15.08 | If any Affiliate of the Contractor takes any action which, if done by the Contractor, would constitute a breach of the Agreement, the action is deemed a breach by the Contractor. "Affiliate" is a "parent", subsidiary or other company controlling, controlled by or in common control with the Contractor. | ||
| 15.09 | Neither party is responsible for force majeure events. If there is a dispute between the parties with regard to what constitutes a force majeure event, the Owner's reasonable determination is controlling. | ||
| 15.10 | No failure by a party to insist upon the strict performance of any term of the Agreement or to exercise any term after a breach, constitutes a waiver of any breach of term. No waiver of any breach affects or alters the Agreement, but every term of the Agreement remains effective with respect to any other then existing or subsequent breach. | ||
| 15.11 | Owner and Contractor, by their authorized officers and representatives have executed this Agreement. All portions of the Contract Documents have been signed or identified by Owner and Contractor or by Engineer on their behalf. |
[Signatures appear on the following page]
COUNTY OF WAYNE CONTRACTOR
| By: | _________________________________ | By: | ______________________________ |
| Warren C. Evans |
Its: COUNTY EXECUTIVE Its:
Confirmation of review of Terms & Conditions
| I have reviewed the terms and conditions. | YES | NO | ||
| I accept all the terms and conditions outlined. | YES | NO |
Please outline exceptions to terms and conditions below, or attach a redlined, .DOC (MS Word) version of the document as part of your bid response.
Company Representative Name___________________________________________
Company Representative Signature___________________________________________
Any exceptions to the Terms & Conditions contained herein shall be noted in writing below and included with the bid submittal.
Page Number
Outline Number or Paragraph
Term, Condition or Specification
Exception
Signature (same signature as on Bid Affidavit Signature and Acceptance form)
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