CONTRACT AGREEMENT FOR PARKING AREA CONSTRUCTION THIS AGREEMENT, made this day of, 2018, signed between Nampa & Meridian Irrigation District, hereafter referred to as "NMID" and, of (address), hereinafter referred to as "Contractor". WITNESSETH: WHEREAS, NMID has put out an Invitation and Notice for Bid for parking area construction. WHEREAS, NMID has hired Sharp & Smith Engineers, Inc., hereafter referred to as "Engineer," to create plans and specifications for the parking area construction. WHEREAS, NMID desires to engage the services of Contractor to construct and install the parking area construction according to the plans and specifications of Engineer. The plans and specifications of Engineer are incorporated herein by this reference. Contractor acknowledges receipt of a copy of the plans and specifications. NOW, THEREFORE, the Contractor agrees as follows: ARTICLE I SCOPE OF WORK 1.1 Contractor has inspected the site and has become familiar with all of the existing conditions to be encountered in the work and hereby agrees to furnish all labor, materials, skills and instrumentation to secure all field measurements necessary to the required performance of all the work described in this Agreement and as stated in the plans and specifications, which constitute a part of this Agreement.
1.2 This Agreement contains all of the agreements between Contractor and NMID. Any changes must be made in writing on a Change Order Form. Should any conflict occur between the plans, specifications or other documents in this Agreement, this Agreement will be followed. 1.3 NMID is not responsible for corrections in the work resulting from errors and omissions in plans and specifications provided by the Contractor, Engineer or others. NMID reserves and shall have the right to make such changes from time to time as may be considered necessary or desirable to complete fully the proposed construction in a satisfactory manner. Should such changes become necessary, and such changes alter the total cost of the project, NMID and Contractor shall enter into a Supplemental Agreement. In the case that a satisfactory adjustment in price cannot be reached for any items requiring a change, NMID reserves the right to terminate the contract as it applies to the items in question and make such arrangements as may be deemed necessary to complete the work. Claims by contractor for extra work, which has not been authorized by NMID, in writing, prior to the work being done, will be rejected. 1.4 Contractor hereby agrees and warrants that the Contractor and its employees present skill, knowledge, expertise and experience which meet or exceed the custom and standard in the construction industry with respect to the type of work described herein. 1.5 Contractor is responsible, unless Contractor and NMID agree otherwise in a separate writing, to pay for the removal of all debris, obstructions and the like, either above or below ground, and correction of any unforeseen conditions or defects that are necessary for completion of the work. 1.6 When necessary, Contractor will arrange for access through a neighbor s property so that it can do the work. Contractor will be responsible for any damage to the 2
neighbor s property other than acts of negligence by agent or representatives of NMID. If that neighbor withdraws consent and Contractor cannot go through this property, then Contractor is not responsible for any delays or additional costs to finish the portion of the work affected by the delay. 1.7 Upon completion of the work and before acceptance and final payment will be made, the Contractor shall remove from the site all machinery, equipment, surplus and discarded materials, rubbish, temporary structures, and debris. It shall leave the site in a neat and presentable condition. Material carried from the site and deposited on adjacent property will not be considered as having been disposed of satisfactorily. ARTICLE II CONTROL OF WORK AND MATERIALS 2.1 Contractor shall pay for all labor and instrumentation used in, or in connection with, the performance of this contract, when and as bills or claims become due, and to save and protect the premises, NMID and Engineer from all claims and mechanic's liens on account thereof and to furnish satisfactory evidence to NMID, when and if required, that it has complied with the above requirements. 2.2 No materials or supplies for the work shall be purchased by the Contractor or by any Subcontractor subject to any security agreement or under a Conditional Sale Contract or other agreement by which a lien or other interest is retained by the seller. The Contractor warrants that it has good title to all materials and supplies used by it in the work and that these materials are free from all liens, claims or encumbrances. 2.3 NMID shall decide any and all questions which may arise as to the quality and acceptability of materials furnished, work performed and as to the manner of performance and rate of progress of said work. Engineer shall decide all questions which may arise as to interpretation of the specifications, or plans relating to the work, and the fulfillment on the contract on the part of Contractor as to the plans and specifications. 3
2.4 Any discrepancies found between drawings and specifications and site conditions or any errors or omissions in the drawings or specifications shall be immediately reported to Engineer and NMID. The Engineer shall promptly correct such error or omission in writing. Any work done by the Contractor, after discovery of such discrepancies, errors or omissions shall be done at Contractor's own risk. 2.5 Further instructions may be issued by the Engineer during the process of the work by means of drawings or otherwise to retake more clear or specific drawings and specifications or as may be necessary to explain or illustrate changes in the work to be done. 2.6 All original or duplicated drawings and specifications and other data prepared by Engineer or NMID shall remain the property of NMID. 2.7 Inspections of the work shall be made by Engineer and/or NMID. Such inspections will include all work done and all materials furnished. Upon inspection, Engineer or NMID is authorized to revoke, alter or waive any requirements of the specifications if deemed necessary. Such inspector may call to the attention of Contractor any failure of the work or materials to conform to the specifications and contract. Such inspector has the authority to reject materials or inspect the materials, require the work to be performed again or suspend the work until any questions at issue can be resolved. The inspector shall in no case act as foreman or perform other duties of the Contractor, nor shall the inspector interfere with the management of the work by Contractor. ARTICLE Ill PROSECUTION AND PROGRESS 3.1 Contractor is to begin work herewith contracted for as directed by NMID and to be carried out with speed and dispatch so as not to delay the progress of the job. NMID may charge back to the Contractor damages suffered by NMID caused by a delay of the Contractor in the performance of this contract. Contractor shall clean up after his work, and if this is not done expeditiously after notification by NMID, said cleanup may be done by NMID and charged to the account of the Contractor and deducted from the amount to be paid to the Contractor. 4
3.2 Contractor shall proceed with the work in the sequence scheduled by NMID and to abide the decision of NMID as to the reasonable allotment of all storage and working space on the project. 3.3 No extension of time for performance of this contract shall be recognized by NMID without the written consent of NMID. 3.4 Contractor will begin the work within ten days after the date of this Agreement. Contractor will work through to completion and shall complete the work by November 16, 2018, subject to delays only as permitted under this Agreement. 3.5 Failure to complete the work within the time stated shall entitle NMID to deduct from the monies due to the Contractor as liquidated damages" an amount equal to $500.00 for each calendar day in completion of the work. Contractor shall pay for any expense incurred by NMID or any subcontractor as a result of the Contractor's failure through causes within said Contractor's control to carry out the provisions of this Agreement. 3.6 All work which has been rejected by Engineer and NMID shall be repaired or if it cannot be satisfactorily repaired, it shall be removed and replaced at Contractor's expense. Materials not conforming to the requirements of the specifications shall be removed immediately from the site of the work and replaced with satisfactory materials by the Contractor at its expense. 3.7 In case the Contractor shall fail to correct, replace and/or re-execute faulty or defective work done and/or materials furnished under this contract, when or as required by NMID or Engineer, or shall fail to complete or diligently proceed with this contract within the time herein provided or a subcontractor shall be unable to proceed with the work because of any action by one or more employees of the Contractor or by a person or labor organization purporting or attempting to represent any employee of the Contractor, NMID, upon notice to the Contractor, shall have the right to elect to correct, replace and/or re-execute such faulty or defective work or to take over this contract and complete the same, and to charge the cost thereof to Contractor, together with any damages suffered by NMID, and caused by a delay in 5
the performance of this contract. 3.8 If Contractor stops work for five (5) days or more, except for delays permitted under this Agreement, NMID has the right to give the Contractor written notice by certified mail of NMID's request that Contractor continue the work. If Contractor does not continue the work within five days after receiving this notice, NMID, at its option, may complete the work and Contractor agrees to pay NMID the entire cost of completing the work, plus the reasonable amount to cover the administrative expenses and all out-of-pocket costs and attorney's fees incurred by NMID. ARTICLE IV LEGAL RELATIONS 4.1 NMID shall have the right to terminate the contract upon twenty-four (24) hours written notice upon the default of the Contractor. Default shall include the following: (a) Contractor's declaration of bankruptcy, insolvency or resignation of assets for the benefit of creditors; (b) (c) Failure of the Contractor to start the work on the date given in this Agreement; Substantial evidence that the progress being made by Contractor is insufficient to complete the work within the time specified; (d) Deliberate failure on the part of the Contractor to observe any requirements of the plans or specifications. (e) Failure of Contractor to promptly make good any defects in materials/works or defects of any other nature, the correction of which has been directed in writing by NMID or Engineer; (f) Failure to provide qualified personnel, workmen or subcontractors, or proper materials, or failure to make prompt payment therefore; (g) Repeated instances of delay in performance of the work. 6
4.2 Upon receipt of notice from NMID that the contract has been terminated, Contractor shall immediately discontinue all operations. NMID may then proceed with the work in any lawful manner that it may elect until it is finally completed. NMID shall be entitled to take possession of any machinery, implements, tools or materials of any description that shall be found upon the work, and to use the same to complete the project. If, upon default, NMID takes over the work, and the total cost is more than the contract price, the difference shall either be made upon by the Contractor or its surety. 4.3 Contractor shall adequately and properly protect the work to be performed by it hereunder and shall be responsible for damages to person and property occasioned by its failure to do so. Contractor shall be responsible for any defective or improper work or materials caused by its failure to perform the terms of this Agreement. It is understood that the standards of protection shall not be less than those required by law. 4.4 Contractor shall not assign this contract or sublet the same or any part thereof covering work to be performed at the site of the project herein, and shall not assign any payments hereunder without first obtaining the written consent of NMID. Such consent shall not be unreasonably withheld. If requested by NMID, Contractor shall submit in writing to the owner for approval the names of all subcontractors proposed for the work. Subcontractors may not be changed except at the request or with the approval of NMID. Contractor is responsible to NMID for the acts and omissions of its subcontractors, and of the direct and indirect employees to the same extent that it is responsible for the acts and omissions of its employees. 4.5 NMID may demand the dismissal of any person or persons employed by Contractor, in, about, or upon the work, who shall misconduct himself or be incompetent or negligent in the proper performance of his duties, or neglects or refuses to comply with the direction given, and, such person or persons shall not be employed thereon without the written consent of NMID. This provision shall not require the Contractor to violate any law, governmental regulation, or collective written consent of NMID. 7
4.6 The Contractor agrees to indemnify and hold harmless NMID for loss, damage and/or injury from act or omission of Contractor, its employees or agents to the person or property of the parties hereto and their employees, and to the person or property of any other person or corporation, while engaged in the performance of these duties, and if any claim or liability other than fire shall arise from the joint or concurring negligence of both parties hereto, it shall be borne by them equally. 4.7 Contractor shall provide a Worker's Compensation Insurance policy for all persons working under its direction and a general liability insurance policy with limits of $100,000.00 for any one occurrence and $1,000,000.00 total for all occurrences. Contractor will provide a Certificate of Worker's Compensation and General Liability Insurance to NMID prior to beginning the work under this Agreement. If NMID wants Contractor to obtain additional insurance, Contractor shall obtain such insurance upon receipt of a written request from NMID on or before this Agreement is signed. 4.8 At NMID's request, Contractor will provide, at its expense, "all risk" insurance, including theft, vandalism, fire and acts of God coverage in an amount equal to the total cash price of the improvements. This insurance will be provided before Contractor begins work. If Contractor does not provide this insurance, NMID will have the right to obtain this insurance as Contractor's agent. Contractor agrees to reimburse NMID at the time NMID purchases this insurance. ARTICLE V GUARANTEE 5.1 The Contractor shall warrant all equipment furnished and work performed by it for a period of three (3) years from the date of written acceptance of the work. Written acceptance shall be provided by NMID to Contractor upon final inspection and acceptance of the work by NMID. Correction of any faulty work after final acceptance shall be governed by the provisions of this Agreement. 8
5.2 Contractor shall furnish to NMID a Performance Bond and a Payment Bond acceptable to NMID in an amount equal to the contract price. The Performance Bond shall be conditioned upon and covering the faithful performance of, and in compliance with all the terms, provisions and conditions of this Agreement. The Payment Bond shall be conditioned on the payment for all labor, materials, equipment and supplies used in the performance of the work provided herein. The surety company furnishing the bonds shall have a sound financial standing and a record of service satisfactory to NMID and shall be authorized to do business in Idaho. The bond shall be paid for by Contractor. 5.3 Contractor shall guarantee his work against all defects, materials or workmanship as called for in the plans, specifications and addenda. 5.4 That if notification of any claims against the Contractor of NMID arising out of labor or materials furnished the project covered by this Agreement, or otherwise on account of any actions or failure to act by the Contractor and the performance of this Agreement, NMID may, at its discretion, pay such amounts or withhold such amounts otherwise due or to become due hereunder to cover said claims and any costs or expenses arising or to arise in connection therewith, pending legal settlement thereof, and any such amounts paid or withheld by NMID to be charged to the account of the Contractor and deducted from the amount to be paid to the Contractor. This right of NMID shall not be exclusive or any other rights of NMID herein or by law provided. ARTICLE VI CONTRACTOR RESPONSIBILITIES 6.1 Contractor is assumed to be familiar with all Federal, State and local laws, ordinances and regulations, which, in any manner, affect those engaged or employed in the work or the materials or equipment used in or upon the site, or in any way affect the conduct of the work. 6.2 Contractor will comply with all Federal and State laws, codes and regulations, all municipal ordinances and regulations effective where the work is to be performed under this 9
contract and will pay all costs and expenses with such compliance, pay all applicable fees and taxes, including sales and use taxes, and all goods and services purchased by the subcontractors and also pay all taxes imposed by any State or Federal law for any employment insurance, pensions, old age retirement funds or any similar purpose and will hold NMID, each subcontractor and Engineer harmless from any and all loss or damage occasioned by the failure of the Contractor to comply with the terms of this clause. 6.3 Contractor is responsible unless Contractor and NMID agree otherwise in a separate writing, to pay for and obtain all necessary permits, surveys and other documents or approvals that may be required by the public authorities for the performance of the work. Should Contractor provide plans or specifications, Contractor will also be responsible to make sure that they meet all the regulations and requirements of the public authorities. 6.4 Contractor and NMID agree to comply with all Federal, State and local safety rules or regulations including the Idaho Industrial Safety and Health Act and the Federal Occupational and Health Act, and regulations promulgated pursuant thereto which apply to Contractor s performance of this contract. Contractor agrees to save, defend and hold harmless NMID from any fines or penalties which NMID may be assessed as the result of any unsafe working conditions created or controlled by Contractor. NMID shall give the Contractor written notice of the assessment of any fines or penalties from which it claims indemnity within ten (10) days of the receipt of such notice and shall permit the Contractor to defend and appeal any such citation or assessment in the name of NMID claimed hereby. Any sums necessary to hold either party harmless as herein above prescribed may be added to or subtracted from payments otherwise due under the terms of this contract. 6.5 Contractor shall indemnify and hold harmless NMID from and against all losses and all claims, demands, payments, actions, recoveries and judgments of any nature and description, sought or recovered against it by reason of any omission or act of the Contractor, its agents or employees, in the execution of the work or in the guarding of it. 10
ARTICLE VII PAYMENT 7.1 The Contractor shall accept the compensation as herein provided in full payment for furnishing all equipment, labor, tools and incidentals necessary to complete the work and performing all work contemplated and embraced under this Agreement. The payment of any sums under this contract to Contractor shall not relieve the Contractor of any obligation to make good any defective work or material. 7.2 No monies payable under this contract shall become due and payable if NMID so elects until the Contractor shall satisfy NMID that it has fully settled or paid for all materials and equipment used in or upon the work and labor done in connection therewith. NMID may, at its election, pay any or all of such bills, in total or in part, and deduct the amount or amounts so paid from any amount due to Contractor. 7.3 NMID shall pay to Contractor for the full, faithful and prompt performance of this contract, subject to all of the terms and conditions thereof, the sum of $. No additional or other amount shall be paid to Contractor unless otherwise agreed by NMID according to the terms of this Agreement. 7.4 NMID shall pay to Contractor, the amount due under this Agreement, upon acceptance of the work performed by Contractor by NMID and Engineer. Progress payments will not be made to Contractor under this Agreement. Engineer shall certify his acceptance to NMID and his approval of the Contractor's final work. Contractor shall furnish evidence that it has fully paid all debts for labor, materials and equipment incurred in connection with the work. Upon acceptance of the work and final payment, NMID shall release the Contractor except as to the conditions of the performance bond and those required by the guarantee period and such other terms and conditions as provided for in this Agreement. 7.5 The approval of final payment to Contractor shall not relieve Contractor of the responsibility for faulty materials or workmanship. NMID shall promptly give notice of faulty 11
materials or workmanship, when found, to Contractor and Contractor shall promptly replace any such defects discovered within three years from the date of written acceptance of the work. ARTICLE VIII SPECIAL PROVISIONS 8.1 All work under this project shall be governed by Idaho Standards for Public Works Construction (I.S.P.W.C.), 1990 Edition, supplemental specifications, plans and the Special Provisions (if any). The award and completion of this contract is contingent upon and subject to NMID obtaining all necessary approvals from third parties for the work to be done under this Agreement. 8.2 Oral explanation, instructions, and interpretations given to bidders prior to Award of contract will not be binding. It is the intent of NMID to provide all bidders equal opportunity to access and acquire all available pertinent information necessary to formulate a responsive bid. Any information, specifications, plans, data or interpretations which the Engineer discovers is lacking and may be important to all bidders will be furnished to all bidders in the form of an addendum, the receipt of which shall be acknowledged. 8.3 Attached hereto as Exhibit "A", and incorporated herein by reference, are Special Provisions pertaining to the details of work to be done by Contractor under this Agreement. ARTICLE IX GENERAL PROVISIONS 9.1 If there is a conflict between the terms of this Agreement and the terms of the plans and specifications, the terms of the Agreement shall take precedence over and shall govern as between NMID and Contractor. 9.2 This Agreement contains the entire Agreement between the parties hereto with respect to the subject matter of this Agreement and supersedes any prior proposals or agreements. Oral explanations, instructions and interpretations given to bidders prior to the Notice of Award will not be binding. 12
9.3 This Agreement shall be construed under, and governed by, the laws of the State of Idaho. 9.4 This Agreement shall bind the parties hereto and their respective heirs, personal representatives, successors and assigns. 9.5 In the event of any legal proceeding to enforce the provisions of this Agreement, NMID shall be entitled to reasonable attorney's fees. IN WITNESS THEREOF, NMID and Contractor have hereunto set their hands on the day and year first above written. NAMPA & MERIDIAN IRRIGATION DISTRICT President of the Board ATTEST: Secretary of the Board CONTRACTOR By Its: 13
STATE OF IDAHO COUNTY OF ADA This record was acknowledged before me on, 2018, by (individual s name), the (title) of (business name). Notary Public for the State of Idaho My commission expires: STATE OF IDAHO County of Canyon This record was acknowledged before me on, 2018, by, and, President and Secretary, respectively, of NAMPA & MERIDIAN IRRIGATION DISTRICT. Notary Public for the State of Idaho My Commission Expires: 14