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HomeMy WebLinkAboutContract 1972REMOVALIABATEMENT OF RESTRICTED OR HAZARDOUS MATERIALS & ,BUILDING DEMOLITION FORMER APACHE SIX THEATER COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY WORK AGREEMENT This Agreement is made this 8th day of January 2007, by and between the Columbia Heights Economic Development Authority ('`the EDA"} and Landwehr Construction (the "Contractor"} for Removal/Abatement of Restricted ar Hazardous Materials and Building Demotitian as detailed in the Bid Request. WITNESSETH: WHEREAS, the EDA desires to have performed or constructed the services or facilities described in the Contract Documents (the "work"}; WHEREAS, Contractor represents that it has the necessary personnel, experience, competence, and legal right to perform the Work; WHEREAS, the EDA has adopted a Resolution authorizing the city staff to enter a contract for the completion of the Wark specified herein. NOW, THEREFORE, inconsideration of the premises and the mutual obligations ofthe parties hereto, each of them does hereby covenant and agree with the other as follows: 1. WORK TO BE COMPLETED ,.. The Work shall be performed in strict accordance with the Contract Documents. The Contractor shall cal-efully review all ofthe Contract Documents before perfonningthe Work and shaI1 promptly call to the attention of the EDA any discrepancy or inconsistency which may exist between any two or more documents or between any pay°ts of the same document. The EDA shall have discretion as to how to address any such discrepancy or inconsistency and shall modify, interpret, or adjust the Contract Documents accordingly as the case may be. 2. CONTRACT DOCUMENTS ... The Contract Documents shall consist of the Work Agreement a~~d the Scope of Work & Specifications prepared by or on behalf of the EDA. in connection with the Work (where speci~tled), all Amendment Request Certificates approved by the EDA, all Change Orders issued by the EDA, the Notice to Proceed, the Completion Certificate, and written interpretations of the Contract Documents issued by the EDA. The Contract Documents shall, insofar as is possible, be interpreted to be consistent with one another, Any inconsistencies shall be addressed in accordance with pat°agraph 1 of this Agreement. 3. PERMITS AND REGULATIONS ... Prior to commencing the Work, the Contractor shall secure all necessary building permits and licenses as may be i°equired, al~d before and dui°ing the progress of the Work, give all notices and comply with all the laws, ordinances, rules, and regulations of every kind and nature now or hereafter in effect that are promulgated by any federal, state, county, or other governmental authority, relating to the performance of the Work. If the Contractor's perfonnanee is contrary to any such law, ordinance, rule, or regulation, it shall bear all costs arising there from. Contractor specifically agrees to abide by ~u~d observe atl standards and regulations of the Occupational Safety and Health Adtninistr°ation, which are applicable to the Work. 4. PROSECUTION OF THE WORK ... The Contractor shall at all times prosecute the Work diligently so as to insure its completion in full accordance with the Contract Doclnnents and shall at all times furnish sufficient numbers and amounts of properly skilled Workers, acceptable materials and equipment, adequate services, construction tools, and equipment. The Work shall be performed in a good and Workmanlike manner°. Contractor shall keep the Work site clean and orderly during the course of the Work and remove all debris at the completion o~f 1972 the Work. If the Contractor is negligent in these areas, the EDA reserves the right to perform this work with its own forces at overtime rates. The costs of such work shall be charged to the Contractor. The Contractor will adequately protect the Work from damage, will protect the property from inj~~ry or loss, and will take all necessary precautions during the progress of the Work to protect all persons and the property of others from injupy or damage. The Contractor will assume full responsibility for all its tools and equipment and all materials to be used iii comlection with the tl-'ork. Materials and equipment that have begin relnaved and replaced, as pa1-t of the Work shall belong to the Contractor unless agreed otherwise. _ ,~ ~~ - 5. COMMENCEMENT AND CO '~ETI(3N ~F WORK; LIQUIDATED DAMAGES ... The Work must commence no later than Jauuary-?r~~2007 and be satisfactorily completed in the opinion of the EDA by _February 23, 2007. In the event the Work is not commenced within ten (I 0) days of the date specified, tl~e EDA may dismiss the Contractor without any compensation whatsoever and appoint a substitute Conh•actor(s). If the Co~rtracto~° is unable to commence the Work by the specified date, it must promptly notify the EDA. In the event the Wor1c is not completed by the specified date, the Contractor and its sureties shall be assessed liquidated damages of one percent (1 %) of the total Contract Price or fifty dollars ($50.00), whichever is greater, per day for each calendar day of delay excluding Saturday, Sunday, and legal holidays. This sum shall be deducted from the Contract Price at the time of payment. This provision for liquidated damages represents the best estimate by the EDA and the Contractor of loss suffered by the EDA due to failure to complete the Work on time, and shall not be, or is deemed to bc, a penalty or forfeiture. This provision for liquidated damages is in addition. to any and all other rights and remedies to which the EDA may be entitled at law or in equity in connection with This Agreement. 6. EXCUSABLE DELAYS ... The following circumstances, and only these circumstances, will, at the EDA's discretion, be considered legitimate cause for a change in tl~e commencement a~~d/or completion dates specified in paragraph 5 of this Agreement: a. Material delay -- material delays fllat are beyond the control of the Contractor, which can be shown to have directly caused the overall late completion. b. Adverse weather conditions -- weather conditions that directly affect the scheduling of exterior work over a significant portion of the terns of this Agreement. c. Strikes --Contractors who face union work stoppage in the case where they have to rely on such a work force in order to complete the Work. d. Amenchnents -- significant amendments in the original scope of work, wlvch can be reasonably shown to require an extension of the time, allowed far cornpletior~. Emergencies -- accidents, death oi° illness in the immediate family of the Contractor°, which necessitates a significant leave of absence from the job. Proven lack of cooperation from persons in possession of the property resulting in significant delays. g. Proven lack of cooperation from the Contractor's agents resulting in significant delays. 7. AMENDMENT REQUEST CERTIFICATE ... Changes in the scope, specifications, or cost of the Work that ~°e proposed by the Contractor subsequent to the execution of this Agreement shall be canside~°ed Amendments. No such Amendments shall be made without rp for written approval by the EDA. Any Amendment proposed by the Contractor shall be submitted via an Amendment Request Certificate. The Amendment Request Certificate must: (a} be signed and dated by the Contractor; (b}specify how the Work is to be amended and the cost for such Amendments; and (c} specify the reason for any eostincrease/decrease resulting from the Ame~ndment(s}. The EDA will approve or disapprove the Amendment Request Certificate after appropriate review and property i~~spection. If approved, a copy of the signed Amendment Request Certificate will be forwarded to the Contractor. Upon receipt by the Contractor ofthe approved Amendment Request Certificate, the approved Amendment(s) may be implemented. All Amendments made before r°eceept of an approved Amendment Request Certificate will not be compensable bythe EDA. No such Amendment Request Certificate shall be deemed to constitute a waiverofany remaining covenant, agreement, term, or condition contained in t11e Contract Documents. 8. CHANGE ORDER ... The EDA shall have the ~°ight, within the general scope of the Work and without notice to any surety or sureties of the Contractor, to make changes in the Work, either by altering the nature of the same or by adding to or deducting from it. All changes shall, except in the case of emei°gencies endangering the safety of persons or property he made by written Change Order. The Contractor shall promptly comply with any and all written Change Orders. No such Change Order shall be deemed to invalidate the remaining terms and conditions contained in the Contract Documents. 9. GENERAL GUARANTY ... The Contractor hereby guarantees to the EDA that all of the Work shall be done in competent, worlunan-like manner and that such Work shall be and ~°emain free of defects in workmanship and materials far a period of one (I) year from the date that the EDA executes the Completion Certificate pursuant to paragraph 17 of this Agreement. The Contractor warrants that all materials and equipment furnished in com~ection with the Work will be new, unless otherwise specified, and be of good. quality and free from faults anal defects. The Contractor shall assign to the EDA (if assignable) ar enforce for the bene~Ft of the EDA (if not assignable} any guarantees provided by manufacturers or sellers of machinery materials or equipment that are to be incorporated into t11e Work. The EDA's acceptance of the Work shall not be deemed to be a waiver of any of the EDA`s rights under this paragraph. 10. WAIVER OF LIABILITY ... It is agreed that the Work is undertaken at the sale risk of the Contractor. Ti3e Contractor does expressly forever release the EDA of Columbia heights from any claims, demands, injuries, damage actions, or causes of action whatsoever, arising out of or connected with the Work. 1 I. INDEMNIFICATION ... A~~y and all claims that arise or may arise as a consequence of any act or omission on the part of the Contractor, its agents, servants, or employees while engaged in the performance of the Work shall in no way be the obligation or responsibility of the EDA of Columbia Heights. The Contractor shall indenmify, hold harmless, and defend the EDA of Columbia Heights, council members, officers, employees, successors, and assigns against any and all liability, loss, cost, damages, expenses, claims, or actions, including attorley's fees which the EDA of Cohunbia Heights, council members, officers, or employees may hereinafter incur or be required to pay on account of injury to or death of any person or persons or damage to any property arising out of ar by reason of any act or omission of the Contractor, its agents, servants, or employees in the execution, performance, or failure to adequately pet-form its obligations under this Agreement, whatever the cause of such injuries or damage. 12. INSURANCE ... The Contractor agrees that in o~°der to protect itself, the EDA of Columbia l-leights under the indemnity provisions set forth in paragraph 11 of this Agreement, it will at all times during the term of this Agreement, maintain, at a minimum, the following insurance policies: a. Workers Compensatian Insurance. The Contractor shall maintain worker's compensation insurance. in compliance with all applicable statutes including Chapter 176 of the Minnesota Statutes. Such policy shall include Emplaye~°'s Liability Coverage and at least such amount(s) as are custamarity provided in worker`s compensation policies issued in Minnesota. Contractor further agrees to require all subcontractors and independent contractors to maintain worker's compensation insurance in compliance with all applieaE~le statutes and to monitor the compliance of such subcontractors and independent contractors with the applicable statutes. b. Connnercia] General Liability Inszn•ance. The Contractor shall maintain Occu~re~nce Based Commercial General Liability Insurance ("CGL"}, providing coverage an an "occurrence", rather than on a "claims made" basis, which policy shall include coverage for the Completed Operations Hazard, and which shall also include a Broad Form General Liability Endorsement, ISO number GL 0404, or an equivalent form (or forms), so long as such an equivalent form (or forms) affords coverage which is in all material respects at least as broad. Any equivalent form (or forms) of coverage, s17a11 be approved by the EDA. The Contractor agrees to maintain total liability policy limits of at least One Million Dollars ($1,000,000), applying to liability for Bodily Injury, Personal h~jury, and Property Damage, which total limits may be satisfied by the limits afforded under its Occurrence Based CGL policy as specified above, or by such policy in combination with the limits afforded by an Umbr°ella Liability Policy (or policies) provided, however, that the coverage afforded under any such Umbrella Liability Policy shall be at least as broad. as that afforded by the underlying occurrence based CGL Policy as specified above. c. Automobile Liability InsLU~ance. The Contractor shall maintain automobile liability insurance covering liability for Bodily hljury and Property Damage arising out of the ownership, use, maintenance, or operation of all. owned, non-owned, and hired automobiles and other motor vehicles. Such policy shall provide total liability limits for combined Bodily Injury and/or Property Damage in the amount of at least One Million Dollars ($],000,000} per accident, which total limits may be satisfied by the limits afforded under such policy, or by such policy in combination with the limits afforded by ar7 Umbrella Liability Policy (or policies) provided, however, that the coverage afforded under any such Umbrella Liability Policy shall be at least as broad as that afforded by the underlying automobile liability insurance policy. The EDA of Columbia Heights shall be named as "additional insured" parties with respect to the insurance policies specified in (b}and (c) above. The Contractor shall not commence work until a Certificate of Insurance evidencing aIl of the insurance policies required above is approved and a written Notice to Proceed is issued by a.n authorized representative of the EDA. The EDA shall, at any time duri~lg the term of this agreement, have the right to require that the Contractor secure any additional insuurance, or additional feature to existing insurance, as tl~e EDA may reasonably require for the protection of its interests or those of the public. It is expressly under°stood that the EDA does not in any way i°epresent that the minimum insurance coverage set forth in this paragraph is sufficient or adequate to protect the interest or liabilities of the Contractor. 3. BONll ... The Contractor shall furnish payment and perfo~7nance bonds, issued by a surety acceptable to the EDA, at least equal to the Contract Price as that amount may be amended from time to time_and including, but not be limited to coverage for liquidated damages provided for in paragraph 5 of this Agreement, and the period of coverage by any warranty required by the Work. The bonds shall remain in effect for one year after the date the Completion Certificate is executed by the EDA and for any warranty period required by the Work, whichever date is later. The premiums for such bonds shall be deemed to be included n1 the Contract Price, and no additional compensation shall. be payable to the Contractor with. respect to such bonds. No Change Order, approval or disapproval of an Amendment Request Certificate, changes in the commencement and/or completion dates pursuant to paragraph 5, failure to enforce any rights arising under the Contract Documents, or other act or forbearance of the EDA shall, unless specifically agreed to otherwise by the EDA, operate to release or discharge any s~u-ety or sureties under any such bond. 14. LI,>rN WAIVER ... l~either the Contractor nor any subconh•actor or other person or entity furnishing labor, equipment, or materials in connection with the Work shall file any mechanic's lien against the EDA's buildings, structures ar land or any part thereof. The Cantractor shall protect, defend, indemnify, and hold harmless the EDA of Columbia Heights from any and all claims, demands, or actions of whatever nature arising out of work, labor, egtiupment, or materials furnished by the Cantractor or its subcontractors in comrection with the Work. Payment of the Contract Price shall not be due until the Crnltractor has delivered to the EDA lien waivers acceptable to the EDA, which release the EDA from aIl liens that may arise in connection with the Work. The Contractor shall list below the names of all suppliers and/or subcontractors that will provide materials, services, or labor in connection with the Work. The Contra~ctoi° will notify the EDA of any changes in this list prior to the commencement of the Work. 15. CONTRACT PRICE ... The Contractor agrees to fin7~ish all work, labor, materials, and equipment necessary to complete the Work as set forth in the Contract Docwments for the sum of $ll9,970 (the "Contract Price"), to be paid by t11e EDA in accordance with the terms and conditions of this Agn•eeanent. The Contract Price shall constitute the sole compensation payable to the Contractor for its performance of the Work or anything done in connection therewith including expenditures by the Contractor for all taxes, permits, licenses, and bonds required to perform the Work. The Contractor shall indemnify and save the EDA harmless from and against any liability for any such taxes, fees, premiums, contributions, etc. that the Contractor incurs in connection with the Work. 16. EXAMINATION OF WORK SITE ... Contractor agrees that the Contract Price specified in paragraph 1 S of this Agreement is based upon Contractors examination of the work site and that it will make no claim for additional compensation oi° the extension of time for performance if tl~e conditions encountered differ from those anticipated by such examination, unless such a claim is based upon conditions at the work site, or omissions, ambiguities, or conflicts n1 the Contract Documents, which Contractor can show could not have been discovered in the exercise of reasonable care prior to the submission of the Contract Price. 17. PAYMENT OF CONTRACT PRICE ... The Contractor agrees to provide the EDA with the following documentation as a condition to receiving payment of the Contract Price: (a) an itemized bill for the completed Work; (b) a properly executed Completion Certificate; (c) a Sworn Construction Statement; and (d) all lien waivers as required by paragraph 14 of this Agreement. The EDA may withhold payment of the Contract Price to the Contractor to such extent as maybe necessary to protect the EDA from loss on account of: (a) defective work not remedied; (b) claims or actions filed or evidence reasonably indicating the probable filing of the same against the EDA with. respect to the Work performed; (c) the failure of the Contractor to make payments properly to subcontractor°s and/or suppliers for equipment, material, or labor, or to provide evidence that such payments have been made; (d) a~~y cost for which the Contractor is liable under the Contract Documents; or (e) a breach by Contractor of any term, condition, or provision contained in the Contract Documents. 18. EQUAL EMPLOYMENT OPPORTUNITY ... The Contractor shall not discriminate against v~y employee or applicant for employment on the basis of age, race, color, religion, sex, or national origin. The Contractor shall comply with all applicable laws, Executive Orders, and regulations concerning non-discrimination in employment, including the Equal Oppo~°tunity Clause of Section 202, Executive Order 11246, as amended, which is hereby incorpoi°ated by reference. 19. INUEPENI)ENT CON'T'RACTOR ~TATTTS ... Contractor is and shall remain an independent contractoi° in the performance ofthe Work, maintaining complete control of its workers and operations. Neither Contractor nor anyone employed or engaged by Contractor shall become an agent, representative, servant, or eml~~loyee of the EDA in the performance of the Work or any part thereof. 20. CONTRACT REPRESENTATIVES; ADDRESSES ... The EDA's representative with respect to this Agreement shall be Randy Schumacher, Project Director, for the City of Columbia Heights. The Contractor's representative with respect to this Agreement shall be Nick Linnemann. Al] notices, requests, and instructions, or other communications given or received by either party under the teens of this Agreement shall, unless otherwise specifically provided herein, be made in writing signed by the designated representative of the party making such communication and be delivered or addressed to the desig-Hated representative of the other party at the following address: CITY ADDRESS: City of Columbia Heights Attn: Randy Schumacher 590 40`" Avenue Northeast Columbia Heights, MN 55421 CONTRACTOR ADDRESS: Landwehr Construction P.O. Box 1086 St. Cloud, MN 56302 21. SUBCONTRACTORS ... Contractor agrees to bind every subcontractor by the terms, conditions, and provisions set forth in the Contract Documents that are applicable to the subcontractor's work, unless otherwise specifically agreed otherwise in writing by the FDA. 22. ASSIGNMENT ... This Agreement shall be binding upon and in order to the beneht ofthe Contractor, its legal representatives, heirs, successors, and assigns. No assignment or attempted assignment of this Agreement or any rights hereunder shall be effective unless the written consent ofthe City is first obtained. No such assignment, even if consented to by the 1/DA, shall relieve the Contractor from liability under this Agreement for the performance and completion of the Work in accordance with the Contract Doclunents. 23. ENTIRE AGREEMENT ... The Contract Documents contain ali the terms, conditions, and provisions pertaining to the Work to be completed by the Contractor, there being no other understandings, agreements, or wan°anties, express or implied. All prior negotiations and dealings regarding the subject matter of the Contract Documents are superseded by and merged into the Contract Documents. 24. APPL1CA13L>J' LAW ... 'I'bis Agreement shall be construed in accordance with and governed by the laws of the state of Minnesota. 25. AMENDMENT ... This Agreement may be modified or amended only with the written approval of the EDA and the Contractor. 26. CONSTRUCTION ... In the event that any one or more of the provisions of this Agreeme~it, or any application thereof, shall be found to be~ invalid, illegal, or otherwise unenforceable, the validity, legality, and enforceability of the remaining provisions or any application thereof shall not in any way be afFected or impaired thereby. 27. AUTHORITY ... Each of the undersigned parties warrants that it has the frill authority to execute this Agreement, and each individual signing this Agreement on behalf of a corporation hereby wan•ants that he or she has full authority to sign on behalf of the corporation and that i~7e or she represents and binds such corporation thereby. 28. WAIVER ... No failure by the EDA to insist upon the strict performance of any covenant, duty, agreement, or condition contained in this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, agreement, term, or condition, nor does it imp]y that such covenant, agreement, term, or condition may be waived again. IN WITNESS WHEREOIF, the parties have set their hands this _~day of ~~~. ~`l ~-t"~ , 2007. COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY (EDA) ~~~~ ~ It's P sident- ~ .~ _ ~~ It's Executive lliru~tor-Vv alter R. Fehst CONTRACTOR Its: Michael Lohrman, Vice President Witness ~. _. ~.....~~~.,~~}°.,.....~