Loading...
HomeMy WebLinkAbout2024-12-16 Resolution 2024-532_Master Construction Agreement, Natural Gas UtilityTHE CITY OF WAUKEE, IOWA RESOLUTION 2024-532 APPROVING 2025 MASTER CONSTRUCTION AGREEMENT WITH ECI CONTRACTING IN THE NAME AND BY THE A UTHORITY OF THE CITY OF WA UKEE, IOWA WHEREAS, the City of Waukee, Iowa is a duly organized municipality within Dallas County; AND, WHEREAS, the City contracts with certain companies for gas main and service construction and maintenance tasks, gas main replacements and abandonments, large service line installations and repairs and gas main installations during the construction of new subdivisions and site plan developments in the City; AND, WHEREAS, Waukee Public Works requested pricing for such services for calendar year 2025 due to the current gas main installation blanket bid contract with InfraSource Construction LLC expiring on 12/31/2024; AND, NOW THEREFORE BE IT RESOLVED that the Master Construction Agreement with ECI Contracting of West Concord, MN, attached here to as Exhibit A, is hereby approved. Passed by the City Council of the City of Waukee, Iowa, and approved the 16h day of December, 2024. Attest: 49ALIPIA OkPN4 Rebecca D. Schuett, City Clerk RESULTS OF VOTE: AYE R. Charles Bottenberg X Chris Crone X Rob Grove X Anna Bergman Pierce X Ben Sinclair X ly-)'K-� CourtneY C arke, Mayor NAY ABSENT ABSTAIN MASTER CONSTRUCTION AGREEMENT This Master Construction Agreement ("Agreement") is entered as of the 110 'L1 _ of 2024, by and between the City of Waukee, 230 W. Hickman Road, Waukee. [A 50263 ("Owner") and ECI Contracting, 56035 State Highway 56, MN 55985 ("Contractor"). The parties agree as follows: DESCRIPTION OF THE WORK: Contractor hereby agrees to furnish all labor, equipment. tools. and machinery to perform construction services for new gas main instaliations on a linear foot basis during the term of this Agreement and in accordance with Exhibit 1 (Trenched Gas Main; Directional Bored Gas Main; Gas Services: IIot Tie In as applicable). The work contemplated pursuant to this Agreement and Exhibit 1 is for typical Work connecting private property and/or development property to existing public utility infrastructure. From time to time. Special /Emergency Work will be required of the Contractor by the Owner. Approval from the Owner is required for the Contractor to complete this Special/Emergency Work on a Time and Material basis in accordance to Exhibit I(Stecl Work; Frost Charges: Welding; Labor Rates; Equipment Rates; Stopping Equipment; By -Pass; Miscellaneous as applicable). Owner shall provide materials such as piping. valves and meters to be installed by Contractor, however, all materials utilized by Contractor supplied by Owner shall be accounted for by Contractor in the manner specified by Owner. This Agreement does not commit Owner to order any Work. However, all Work provided by Contractor to Owner during the term of this Agreement. whether or not the subject of specific Work, will be subject to the terns and conditions of this Agreement. 2. TERM AND SCHEDULES. 2.1 Term. The term of this Agreement is one (1) year. The term shall begin on January 1, 2025 and shall end on December 31. 2025 unless amended or otherwise terminated sooner by either party in accordance with Section S of this Agreement. The term of this Agreement shall renew for successive one- year periods, unless sooner terminated, however, the agreement shall continue in effect for any Work that is in process as of the date that this Agreement terminates or expires, but only until the completion or cancellation of said Work. 2.2 Term of Statements of Work. Contractor will commence Work upon execution of any Work and carry the Work forward expeditiously with adequate forces and in compliance with this Agreement. Contractor will complete the Work within the time period set forth by the Owner or the parties may elect by mutual agreement. 2.3 'rime of the Essence. All time limits and/or schedule requirements stated herein are of the essence of the Agreement. PRICING, PAYMENT AND INVOICING. 3.1 Pricinix. Effective January 1, 2025. the Pricing attached to the Agreement is attached as Exhibit t and incorporated herein by reference. At the end of an applicable Term, the parties may elect by mutual agreement to amend the pricing for Contractor set -vices under this contract. 3.2 Paymcnt Terms. Owner will pay the Contractor for the satisfactory performance of the Work pursuant to the payment terms and conditions set forth in the Exhibit 1. 3.3 Invoices. Contractor shall invoice Owner for Work on a weekly basis. Invoices shall be sent to the Owner's Representative as identified below; Waukee Public Works Attn: Assistant Public Works Director - Operations 805 University Ave. Waukee. Iowa 50263 Invoices shall: a. be accompanied by all documentation supporting its fees, including itemized time records; b. reference the appropriate Work location; c. identify the applicable taxes as a line item or indicate that state and local taxes are not included in the invoice amount: and d. provide a breakdown of the cost of labor and materials; and Payment of undisputed invoices will be made within thirty (30) days of Owner's receipt of invoice for Work performed and completed during the calendar week prior to invoicing. No payment by Owner will constitute approval or acceptance of any portion of the Work. nor does such payment relieve Contractor from any responsibility or obligation under this Agreement or constitate a waiver of any claim arising hereunder. No invoice will be paid by Owner until Contractor complies with the Evidence of Insurance requirement set forth in Exhibit 2 of this Agreement. 3.4 Withholding of Payment. Owner, acting reasonably and in good faith, may decline to pay an invoice, in whole or in part. to the extent Owner determines it is necessary to protect against loss due to any of the following: (a) breach by Contractor of any of its material obligations under the Agreement. including all costs to Owner for remedying the breach: (b) third party claims filed against Owner for which Contractor has an indemnification obligation under this Agreement; (c) Contractor's failure to properly pay its subcontractors (except to the extent of Owner's non- payment of undisputed invoices); (d) damage to Owner or Owner's other contractors where such damage is caused by the willful misconduct or negligent acts or omissions of Contractor, their respective agents, employees, or any other person for whom, directly or indirectly. Contractor may be liable; and (e) unsubstantiated or unsupported amounts billed by Contractor. Owner shall promptly notify Contractor of any rejected invoice or portion thereof with reasons for such rejection. If payment is withheld for any of the reasons set forth in this Section 3.3. such payment will be made when the grounds for withholding have been removed. 3.5 Lien Releases. Contractor will pay promptly and prevent any default in all obligations incurred by it for the purchase of materials, equipment, labor, services and taxes related to the completion of the Work. Upon request of Owner, Contractor shall, as a condition precedent to payment, furnish to Owner with each invoice lien waivers, affidavits, or other documents in form and substance satisfactory to Owner, conditioned only upon Contractor's receipt of payment of said invoice from Owner, as required to keep the Work free from liens or claims for liens arising out of the furnishing of the Work. Contractor agrees that the payment of any invoice will be deemed conclusively to waive all liens with respect to said Work to which Contractor then may be entitled, provided, however, that in no event will such waiver of lien rights waive the right to payment for the Work. If any such lien is tiled or claim is made. Contractor shall remove the lien or indemnify and defend Owner against any such claim. If Contractor tails to remove such lien or claim within seven (7) calendar days after receipt of Owner's written notice. Owner may proceed to remove such lien or claim, and Contractor shall pay Owner all costs and expenses incurred by Owner in so doing, including reasonable attorneys' fees and court costs. 3.6 Claims for Additional Compensation. Upon the occurrence of any event during the course of the Work for which Contractor intends to submit a claim for extra compensation or damages for any reason in addition to the compensation set forth in the Work. Contractor, as a condition precedent to Owner's consideration of such claim, will give Owner notice in writing of such intent within fifteen (15) business days after knowledge of the occurrence of such event, failing which such claim will be deemed to have been waived by Contractor. Such notice will in no way constitute acceptance by Owner of the validity of such claim. 3.7 Release of Liability. Acceptance by the Contractor of the last payment will be a release to Owner, and every officer and agent thereof, from all payment claims and payment liability for anything done or furnished for, or relating to the Work, or for any act or neglect of Owner or of any person relating to or affecting the Work. 3.8 Audits. Contractor consents to audits by Owner or its designee during normal business hours for the purpose of examining the time and expense books and records of Contractor related to any costs or compensation which have been paid or are to be paid pursuant to the terms of this Agreement. Owner will have no right to audit the components of any pre- determinedpricing (such as lump sums, except for cancellation of Work in progress or any fixed percentages of mark-ups) agreed upon by the parties and set forth in this Agreement or an applicable Purchase Order. 4. SUSPENSION AND RIGHT TO STOP WORK. 4.1 Susuension Without Cause. Owner may, at any time, and without invalidating the provisions of the Agreement, suspend and reinstate the performance of the Work, in whole or in part. upon written notice to Contractor. Suspension of Work does not automatically entitle Contractor to additional compensation; however, the Contractor is entitled to reimbursement for reasonable real and unavoidable direct costs incurred as a result of suspension and reinstatement. Any claim by Contractor for an adjustment of compensation due to Work suspensions ordered by Owner pursuant to this Section 4.1 will be made in writing within ten (10) days after notice from Owner terminating the suspension and will be inutually negotiated by the parties in good faith. 4.2 Suspension With Cause. If the Work is detective, Contractor tails to supply sufficient skilled workers or suitable materials or equipment or fails to furnish or perform the Work in such a way that conforms to the Agreement, or if Contractor is performing the Work in violation of, or without regard to, Contractor's obligations under this Agreement. including, but not limited to any safety -related work requirements, or if Contractor violates any enviromnental laws or regulations, Owner may order Contractor to stop the Work or any portion thereof until the cause for such suspension in Work has been eliminated. Owner's right to stop tine Work pursuant to this provision is in addition to any other remedies Owner may have and does not subject Owner to liability to Contractor for delay damages, costs for equipment down time or any other similar liability. Contractor is not entitled to any reimbursement of costs or an adjustment of the compensation for the Work due to suspensions ordered by Owner pursuant to this Section 4.2. 4.3 Preservation. in the event of any suspension by Owner under this Section 4, Contractor shall preserve and protect the Work (whether completed or in progress), pending Owner's instructions. Contractor shall use all reasonable means to minimize the consequences of such suspension. 5. CANCELLATION AND TERMINATION. 5.1 Cancellation of Work. Owner may cancel any Work upon written notice to Contractor. Upon receipt of notice of cancellation, Contractor shall immediately discontinue performance of the Work under this Agreement to the extent that the notice so specifies but will continue to perform any portion of the Work not terminated. 5.1.1 Cancellation Without Cause. Subject to Contractor's compliance with the provisions of this Section 5. 1.1 and other applicable portions of this Agreement. Contractor is entitled to, as complete. full, and final settlement. a sure equal to its actual direct cost for the cancelled Work satisfactorily performed as of the effective date of cancellation. In no event will Contractor be entitled to any prospective. anticipated, or lost profits or any damages of any type with respect to the cancelled portion of the Work. Payment of the compensation specified under this Section 5.1.1 will be the sole and exclusive liability of Owner and the sole and exclusive remedy of Contractor with respect to cancellation of Work pursuant to this Section 5.1.1. 5.1.2 Cancellation With Cause. Owner has the right to cancel any Work, without prejudice to any tight or remedy, if Contractor files for bankruptcy, makes a general assignment for the benefit of its creditors or has a receiver appointed on account of its insolvency. Owner also has the right to cancel any Work, without prejudice to any right or remedy. if the work is defective, if Contractor fails to supply sufficient skilled workers or suitable materials or equipment, or fails to famish or perform the Work in such a way that conforms to the Agreement. if Contactor fails to maintain compliance with any Owner -required Contractor pre - qualification program, or if Contractor is performing the Work in violation of, or without regard to, Contractor's obligations under thus Agreement, including, but not limited to any safety -related work requirements, or if Contractor violates any environmental laws or regulations. Owncr also has the right to cancel any Work, without prejudice to any right or remedy if Contractor fails to prosecute the Work diligently, fails to complete the Work within the specified term or any extension thereof authorized by Change Order or defaults in its performance of any other obligation under the Work or this Agreement and Contractor does not cure its default in performance within a period of seven (7) calendar days after Contractor's receipt of such a written notice of default from Owner. Upon cancellation pursuant to this Section 5.1.2, Owner will have the right, without prejudice to any other remedy under this Agreement or at law or in equity. to withhold any payments otherwise due to Contactor to the extent that such sums are required to compensate Owner, in whole or in part. for any loss or damage resulting from Contractor's failure to perform under this Agreement. Contractor is not entitled to reimbursement of costs. lost profit or any adjustment of the compensation set forth in 1 xhubit 1 due to cancellation ordered by Owner pursuant to this Section 5.1.2. Owner may cancel any Work immediately upon written notice if Contractor's default or neglect may cause immediate harm to Owner or its business operations. 5.1.3 Preservation. In the event of any cancellation by Owner under this Section 5, Contractor shall preserve and protect the Work (whether completed or in progress), pending Owner's instructions. With respect to the cancelled Work. Contractor shall promptly make every reasonable effort to cancel associated purchase orders and other cormnitlnents upon terms satisfactory to Owner or Contractor and shall take such other action with respect to same as may be directed by Owner. 5.1 A Owner's Right to Cany Out the Work. In addition to any other available remedy. if any Work is subject to termination pursuant to Section 5.1 and Contractor has failed within seven (7) days after written notice is given by Owner to Contractor to clue its default or neglect, Owner will be entitled to make good such deficiencies. Reasonable and verifiable direct costs of correcting such deficiencies are to be deducted fiom the payments then or thereafter due the Contractor, If payments then or thereafter due Contractor are not sufficient to cover such costs. Contractor shall pay the difference to Owner. 5.2 Termination. Owner has the right, at any time and at its sole discretion, to terminate this Agreement in whole or in part and for its convenience, by giving Contractor thirty (30) days written notice specifying the extent to which this Agreement is terminated and the effective date of such termination. If Owner fails to pay Contractor any undisputed amounts due hereunder for Work performed in accordance with the Agreement. and such failure continues for thirty (30) days following receipt of written notice thereof fi•om Contractor. then Contractor shall be entitled to suspend or terminate this Agreement and interest shall accrue until such amounts due and owing are received by Contractor. INSPECTION AND ACCEPTANCE. 6.1 Progress Inspection. Owner may appoint such inspectors as Owner deems necessary to inspect the Work for compliance with the Agreement ("Progress Inspections"). Contractor shall furnish all reasonable assistance required by Owner or other inspectors for Progress Inspections of the Work. Progress Inspections do not constitute acceptance of the Work. 6.2 Authority of Inspectors. Inspectors will have the authority to reject Work which is unsatisfactory, faulty, or defective or does not conform to the requirements of the Agreement. 6.3 Final Inspection and Final Acceptance. Upon completion of the Work, Contractor shall provide written notification to the Owner's Representative, the Assistant Public Works Director — Operations. Upon receipt of such notice, the Owner's Representative or his/her designee shall promptly inspect the Work ("Final Inspection"). Contractor shall furnish all reasonable assistance required by Owner for the Final Inspection of the Work. The Final Inspection does not constitute a waiver of any right or warranty: however, a satisfactory Final Inspection by tine Owner's Representative or his/her designee shall constitute acceptance of the Work ("Final Acceptance"). If Owner fails to inspect the Work within fifteen (15) days after receipt of notice of completion from Contractor, the date of tine notice of completion shall be deemed "Final Acceptance" for the sole purpose of the initiation of the Warranty Period. 6.4 No Waiver. Inspections do not constitute a waiver of any right or warranty and will not relieve Contractor fi•om any obligation to perform the Work strictly in accordance with the Agreement or preclude Owner fi•om rejecting defective Work. 6.5 Correction of Rejected Work. After inspection and upon receipt of written notice. Contractor shall promptly correct Work rejected by Owner which fails to conform to the requirements of the Agreement. whether or not fabricated, installed, or completed. Contractor shall bear costs of correcting such rejected Work, including additional testing and inspections and compensation for Owner's services and expenses made necessary thereby. 7. WARRANTIES AND REPRESENTATIONS. 7.1 Warran . Contractor warrants: a. that it will perform the Work using its commercially reasonable best efforts and in accordance with standards of care, skill and diligence normally provided by professionals in the performance of similar Work: b. that the Work will be free fi•om all faults and defects in title, workmanship and material, and is fit for service when operated in accordance with Contractor's operating and maintenance instructions and, in the absence thereof in accordance with generally accepted industry practices; C. that unless specifically set forth herein, all materials and equipment furnished for installation as part of the Work will he new, unused, and undamaged when installed or otherwise incorporated in the Work; and that the Work will, when tested. perform in accordance with any guarantees set forth in the Work: All Work not conforming to these requirements, including substitutions not properly approved and authorized by Owner. will be considered defective. 7.2 Warranty Period. The warranty will continue for a period of two year(s) from Final Acceptance of the Work ("Warranty Period"). Any repair or replacement of Work furnished pursuant to Section 7.3 carries warranties on the same terms as set forth above except that the warranty period is for a period of one (1) year from the date of such repair or replacement or the end of the Warranty Period, whichever occurs last. 7.3 Repair, Replacement, or Correction. If the Work or any part thereof is determined to be defective during the Warranty Period. Contractor shall, upon written notice and Owner making the Work available for correction, and at Contractor's expense, repair. replace or correct the defective Work. The cost of field labor directly associated with the repair, replacement or correction of defective Work will be borne by Contractor. This obligation includes the costs associated with the repair. removal or replacement of structures or other parts of the Work site that were not provided or installed under the Agreement, to the extent such structures or other parts of the Work site are damaged as a result of defective Work or the repair. replacement or correction of defective Work. or to the extent the removal of such structures or other parts of the Work site are necessitated by the repair, replacement or correction of defective Work. If Contractor is required to perform warranty repair or replacement work at the Work site. Contractor. at its own expense, shall comply with and cooperate in enforcing Owner's procedures. work rules, and regulations. Contractor shall conduct its operations so as to provide maximum safety and shall. at a minimum, comply with the safety programs and requirements of Owner. Any repair or replacement of defective Work disrupting the commercial operation at the Work site will be coordinated with Owner's operating personnel to minimize disruption of Owner's ongoing operations. Owner may, upon written notice, require around -the -clock repair, including weekends and holidays. AI I costs incidental to such efforts are to be borne by Contractor. If Contractor has not started to make necessary repairs, replacement or correction of the Work within ten (10) days after Owner has notified Contractor of a defect in the Work, Owner is hereby authorized to make the repairs or replacement or to order repairs or replacement to be done by a third party. with the cost paid by Contractor. Such costs will be paid by the Contractor. In the event of an emergency where, in the reasonable judgment of Owner, delay would cause serious loss or damage. repairs or replacement of the Work may be made by Owner or a third party chosen by Owner without prior notice to Contractor. The cost of the repairs or replacement of the Work will he paid by Contractor. Nothing in this section is to be construed to establish a period of limitation with respect to other obligations the Contractor may have under the Agreement. 7.4 Contractor's Representations. Contractor represents that Contractor: a) has carefully and thoroughly examined the Agreement and attacluments thereto; b) is familiar with and has satisfied itself as to all federal, state, and local laws and regulations that may affect cost. progress. performance. and fumishing of the Work; and c) has given Owner written notice of all conflicts, errors. ambiguities. or discrepancies that Contractor has discovered in the Agreement and attacliments and contractor is satisfied that the Agreement and attachments are generally sufficient to indicate and convey understanding of all terms and conditions for performance and fitrnishing of the Work. Contractor further represents that Contractor: (a) is financially capable of fulfilling all of its obligations under this Agreement and that there are no legal or administrative proceedings pending or threatened against it that could adversely affect its performance and that Contractor is not prohibited by any arrangements or any document or obligation from entering into or performing this Agreement, b) is fully experienced and properly qualified, organized and equipped to perform the Work: and c) shall comply with all quality requirements set forth in the Statements of Work. Breach of any of these representations by Contractor will represent a ground for insecurity with respect to the performance by Contractor. Owner reserves the right to demand adequate assurance of performance upon breach of any of these representations or of any other Agreement provisions that create reasonable grounds for insecurity. Owner may suspend Work in accordance with Section 4.2 of this Agreement until such time as adequate assurance is received. If adequate assurance is not provided by Contractor within thirty (30) days from receipt of Owner's request, Owner may withhold payment pursuant to Section 3.3. may cancel Work pursuant to Section 5.1.2 or may employ any other remedy available under the law or in equity. 8. INSURANCE. Contractor shall comply with the insurance cuvcrage and policy requirements set forth in Exhibit 2 of this Agreement. As scope or circumstances dictate, Owner may adjust the insurance requirements if both patties elect to by mutual agreement. 9. INDEMNIFICATION. 10. 9.1 Indemnification. Contractor will indemnify, hold harmless and defend Owner and its affiliates, officers. directors. shareholders. agents, employees, and representatives from all third -party claims, liabilities. fines. interest, costs, expenses and damages (including reasonable attorneys' fees) incurred by Owner for any damage. injury, death. loss or destruction of any kind to persons, property or the environment, to the extent the damage. injury, death, loss or destruction are caused by any negligent act or negligent omission of Contractor or any of its servants, representatives, agents. employees or subcontractors during the performance of the Work. 9.2 Miscellaneous. Whenever any suit or other proceeding which involves any matter for which the indemnification provisions of this Section 9 are applicable, Contractor shall, upon receipt of timely notice of the institution of such suit or other proceedings assume the defense thereof and defend the same at its own expense and shall pay any and all costs, charges, attorneys' fees and other expenses and any and all judgments that may be incurred by or obtained against Owner in such suits or other proceedings, and if any judgment or other lien shall be placed upon or obtained against the property of Owner as a result of such suits or other proceedings, Contractor slialI at once cause the same to be released and discharged by giving bond or otherwise. 9.3 Concurrent Negligence. In the event the damage, injury, death, loss or destruction is caused by the joint or concurrent negligence of Owner and Contractor, the loss will be borne by each patty in proportion to its negligence. 9.4 Survival. The provisions of this Section 9 will survive completion. Final Acceptance and final payment, cancellation of a Work or termination of the Agreement. 10. LIMITATION OF LIABILITY. Having considered the risks and potential liabilities that may arise out of the Work, the benefits of the Work and in specific consideration of the promises contained in this Agreement and other valuable consideration receipt of which is acknowledged. Owner and Contractor agree that, with the exception of third party claims under Section 9 of this Agreement, neither Owner nor Contractor are liable to each other for any special. consequential, punitive, or exemplary damages in any way arising from or related to the performance of this Agreement. 11. DELAYS. 11.1 Force Maicure. If Contractor is delayed at any time in the progress of the Work by: any causes or events beyond the reasonable control of. and without the fault or negligence of Contractor. including acts of God; severe actions of the elements such as floods, droughts, earthquakes. hurricanes, and tornadoes; vandalism beyond that which could reasonably be prevented by Contractor; terrorism; war; sabotage; riots; fire; explosion; blockades; insun•ection; pandemic, epidemic. quarantine, severe hot or cold weather or other severe weather conditions not reasonably anticipated; and actions by any governmental authority taken after the date hereof (including the adoption or change in any rule or regulation or environmental constraints lawfully imposed by such governmental authority) but only if such actions prevent or delay performance: then the Tern shall be extended by mutual agreement from both parties for such a reasonable period of time as mutually agreed to by both parties. Owner is not responsible for additional labor, materials, or resources required by Contractor for the execution of the Work as a result oi' weather delays which do not constitute a force majeure event under this Section 1 U. Economic hardship is not considered a provision for force majeure under the Agreement and is specifically excluded. Notwithstanding the foregoing, the following do not constitute force majeure causes or events: (i) any acts or omissions of any third party, including any vendor, materialman. customer, Subcontractor or sub -supplier, unless such acts or omissions are themselves excused by reason of this Section 11.1: (ii) any labor strike. slow down or labor disruption against Contractor or its respective sub -suppliers or subcontractors; (iii) material shortage unless the shortage is caused by a force majeure event hereunder; or (iv) delays in delivery vessel, rail or carrier shipment. This Agreement may be terminated by Owner if an event of force majeure hereunder causes a delay in excess of sixty (60) days after notice of delay is delivered pursuant to Section 11.2 below. 11.2 Notice of Delay or Potential Delay. Contractor slhall give Owner notice in writing of any delay or potential delay within three (3) business days after the occurrence of the event giving rise to the delay or the potential delay. The notice will include a description and cause of the delay or tlhe potential delay and the actions Contractor is undertaking to remediate or avoid the delay. Contractor shall use reasonable efforts to continue to perform its obligations hereunder and to correct or cure the event excusing performance. If the delay is not a force majeure event pursuant to Section 1 1.1, and Contractor fails to take steps that Owner determines are necessary to remediate or avoid the delay, Owner may direct Contractor to accelerate Work by whatever means Owner deems necessary. including, but not limited to, supplying additional labor and working overtime or additional shifts. Contractor shall be solely liable for costs to accelerate its Work. Owner's receipt of Contractor's notice of delay and/or Owner's directive to accelerate the Work does not constitute a waiver of any right or remedy available to Owner under this Agreement, at law or in equity. or the requirements of this Agreement. 13. ENVIRONMENTAL. 13.1 Environmental Compliance. Contractor shall observe and comply with all federal. state and local environmental laws, rules. regulations. policies. and orders. 13.2 Hazard Communication (SDS). Contractor will supply Owner with a Safety Data Sheet (SDS) for any substance to be used during the performance of the Work. These chemicals include, but arc not limited to, those classified as a health hazard or physical hazard under federal or state environmental laws. A chemical health hazard is defined as any chemical for which there is statistically significant evidence that acute or chronic health effects may occur in exposed employees. Chemicals covered by this definition include carcinogens, toxic or highly toxic agents, reproductive toxins, irritants, corrosives, sensitizers, hepatotoxins, nephrotoxins, neurotoxins, agents that act on the hematupoietic system. and agents that damage the lungs. skin, eyes, or mucous membranes. A physical hazard is defined as a chemical for which there is scientifically valid evidence that it is a combustible liquid, a compressed gas, explosive, flammable, an organic peroxide, an oxidizer, pyrophoric. unstable (reactive), or water -reactive. In addition. Contractor shall provide Owner with a list of the maximum quantities of such substances which will be used in the Work. Contractor represents that all personnel involved in performing the Work shall be properly trained and experienced in the use. handling and cleanup of the hazardous substances used. 13.3 i,abelina. All hazardous chemicals. substances and/or petroleum brought onto the Project site or hazardous waste. waste oil. or used oil generated during the performance of the Work shall be plainly and properly labeled. 13.4 mills and Release. Contractor shall immediately notify Owner in the event of a spill, leak or other intended or unintended release of any chemical, petroleum product or other hazardous substance occurring at the Project site or during the course of performing the Work. 13.5 Waste Removal, Contractor shall remove all hazardous waste. waste material, or refuse generated by Contractor while performing Work at the Project site. The removal. transport, and disposal will be in compliance with all applicable laws and regulations. Contractor will pay all costs associated with removal and disposal unless otherwise agreed upon in writing by Owner. 13.6 Storm Water Provisions. If Work requires a NPDES General Permit No. 2. The pen -nit shall be secured by Owner prior to corrunencing Work on the project. Contractor shall comply with all provisions of applicable permit(s) and/or plans. Owner reserves the right to stop construction activities at any time if Clean Water Act -related compliance is compromised in any way. 13.7 SPCC - Spill Control and Containment Provisions, If Conti actor is unloading and transferring petroleum or clemical product from a thick or to a storage tank during the performance of Work at the Project site. Contractor shall provide for secondary containment or have established a spill contingency plan for this activity. Contractor shall provide secondary containment when storing petroleum or chemical products in containers equal to or greater than fifty (50) gallons. If Contractor is conducting Work at the Project site with its own equipment, including, but not limited to, skids with oil filled engines/tanks, in which there is a potential for a petroleum or chemical spill, secondary containment will be required to contain or capture the full amount of fluid in the equipment. 13.8 Anything to the contrary notwithstanding, Contractor shall not be responsible or liable for all Pre -Existing Hazardous Materials. "Pre -Existing Hazardous Materials" means any IIazardous Materials present on, in, under, around or about the Work site or any other portion of the project on or before the date Contractor commences Work on such Work site or any other portion of the project. 14. SAFETY. 14.1 Safety. The Contractor shall comply with all applicable local, state and federal safety laws. regulations. ordinances and codes including, without limitation, those promulgated by the Occupational Safety & Health Administration ("OSHA") and Department of Transportation applicable to the Work. Contractor shall take all reasonable and necessary safety precautions and furnish, install and maintain all guards and/or barricades necessaryfor the prevention otaccidents and injury to persons and property. Contractor shall immediately notify Owner in the event of any accident or incident involving personal injury, property darnage of any kind or any violation of safety rules and regulations occurring at the Work site or during the course of the performance of the Work. Contractor shall also immediately notify Owner if Contractor observes any accident or safety violation incident involving third parties performing other services or work at the Work site. 14.2 Exposure Risks. If the Work involves the potential for exposure of Contractor's personnel to natural gas pipelines or facilities, energized clect►ic lines, equipment or circuits, Contractor hereby represents that all employees, agents and representatives who will perform the Work are trained in the inherent hazards of natural gas and electricity and the means of avoiding exposure to such hazards pursuant to OSHA regulations. Contractor shall be responsible and hereby agrees to maintain a qualified person at the site of the Work and to strictly comply with all safety -related work requirements under OSHA. 14.3 Natural Gas/Department of Transportation Requirements. Contractor and their agents who perform operations, maintenance or emergency response functions under this Agreement on a pipeline subject to Parts 191. 192. 193 or 195 of Title 49 of the Code of Federal Regulations shall ensure compliance by such parties with all pipeline safety laws and regulations and all other applicable laws and regulations for drug and alcohol testing. 15. DISPUTE RESOLUTION. The parties will attempt, in good faith, to resolve all disputes under this Agreement in accordance with this Section 15. Any and all disputes, controversies or claims between the parties to this Agreement, if not settled within twenty (20) days following written notice of such dispute. shall be referred to senior management of the parties for resolution. In the event that the dispute has not been resolved within thirty (30) days following referral to senior management, or such a longer period as the parties may agree. either party may initiate formal proceedings against the other party. Notwithstanding the foregoing, a patty may initiate formal proceedings with regard to any dispute, controversy or claim: (i) in order to avoid the expiration of any applicable statute of limitations period; (ii) with respect to which injunctive relief is available under this Agreement; or (iii) which is the subject of, or related to, a pending lawsuit or arbitration to which either Owner or Contractor is a patty and under which Owner or Contractor brings a third -patty action or cross -claim against the other parry. 16. PERFORMANCE OF WORK. 16.1 Supervision. Contractor shall supervise and direct the Work. using that skill and attention required by good construction practices. Contractor is solely responsible for all construction means, methods. techniques. sequences and procedures and for coordinating all portions of the Work. Contractor is responsible to Owner for acts and omissions of the Contractor's employees and other persons performing portions of the Work under contract with or at the direction of the Contractor. Contractor is not relieved of obligations to perform the Work in accordance with the Agreement either by activities or duties of Owner's engineer or by tests, inspections or approvals required or performed by persons other than the Contractor. Contractor is responsible for inspection or portions of Work already performed under the Agreement to determine that such portions are in proper condition to receive subsequent Work. 16.2 Compliance with Law. Contractor shall give all notices and comply with all laws. ordinances, rules, regulations. codes and orders of any federal, state and local authority bearing on the performance of the Work. Contractor will obtain and keep current, at Contractor's expense, all permits, certificates and licenses necessary for the performance of the Work. 16.3 Oualification of Personnel. Contractor agrees to employ only personnel who are competent to perform the Work assigned to them and, in the case of skilled labor, who are adequately trained and experienced in their respective trades and who do satisfactory work. 16.4 Cooperation. If other work or services are being done at the same time and place as the Work done hereunder. Contractor shall cooperate with and coordinate the Work with that of other contractors and Owner's personnel to promote the prompt and efficient completion of the Work. The operations of Owner will continue at the Work site during the performance of the Work by Contractor. Contractor shall cooperate with Owner and coordinate its work to minimize and avoid to the extent possible the disruption of the business operations of Owner. 16.5 Conflicts. Contractor shall promptly notify the Owner's Representative in writing of any apparent conflicts, discrepancies. errors, or omissions in the Work. Contractor shall obtain a written clarification from Owner before proceeding with any affected Work. Contractor is liable to Owner for failure to report any conflict Contractor knew or should have reasonably known thereof. 16.6 Ownership of Work Product. All data, plans. specifications, reports. estimates. summaries, designs. drawings, tracings. studies, and other materials prepared or caused to be prepared by Contractor in connection with this Agreement are the exclusive property of Owner upon delivery. Upon either Final Acceptance or termination of this Agreement, Contractor shall deliver to Owner all such data. plans. specifications. reports. estimates, summaries, designs. drawings. tracings. studies and other materials. Anything to the contrary notwithstanding, Owner's ownership rights in Work Product shall not extend to elements of Work Product that constitute: (a) Contractor (for the purposes of this Article, including its parents. affi I iates, and subsidiarics)'s pre-existing material; (b) information protected by copyright, patent, or trademark law: and/or (c) refinements to Contractor processes, whether or not developed under any project for Owner. Anything in the foregoing that may appear to the contrary notwithstanding. nothing in this Agreement shall be construed so as to limit or transfer Contractor's ownership of all rights, facts and data (regardless of whether such rights arise from the law of copyright, trademark, patent or trade secret or any other source) to use its basic know-how, methods of analysis. experience, techniques, processes, models, industry knowledge and contacts, models, skills and presentation formats, whether or not acquired during performance of the Work. 16.7 Cleaning Up. If Work is performed on Owner's property, the property of Owner's customers or in the public domain, Contractor shall keep the Work site in a clean and orderly manner at all times and shall remove all rubbish and refuse daily. At completion of the Work, Contractor shall remove from the site waste materials, rubbish, Contractor's tools, construction equipment and machinery and surplus materials. Contractor shall restore and replace in a suitable manner all public and private property which has been damaged in the performance of the Work which was not a part of the Work and shall leave the Work site free and clear from all obstructions, hindrances and safety hazards. Owner may perform such cleanup, removal and remediation if Contractor fails to do so within a reasonable time after notice of such failure and the charges therefor will be paid by Contractor. 16.8 Removal of Personnel. Owner may require Contractor to remove individual personnel from providing Work to Owner for any lawful reason. Owner is not obligated to pay for Work provided by the removed personnel following Owner's written notice of removal. 16.9 Contraband, Contractor will advise its employees and agents that the use, possession and/or distribution of illegal drugs, drug -related paraphernalia or weapons at the Work site or the location of the Work is prohibited. Contractor agrees to comply with all postings and notices located on Owner's property and with all policies, rules, and regulations of Owner. 16.10 Independent Contractor. Contractor is an independent contractor of Owner. Contractor has the responsibility for and control over the means and details of performing the Work. All Work performed by Contractor and its employees, and agents shall be supervised by Contractor. ']'his Agreement cannot be construed to create an employment relationship between Owner and Contractor nor a partnership, joint venture or joint undertaking between the parties. 16.11 Inspection of Plans and Site. Contractor shall be held to have carefully examined the Agreement and the attachments thereto and to be fully informed as to all existing and reasonably discoverable conditions and limitations, including all laws. ordinances and regulations affecting the Work, and to have included all items implied or required therein to attain the completed conditions specified by the Agreement and attachments to complete the Work. Failure to conform to this requirement does not relieve the Contractor of any of the obligations set forth herein. 16.12 Referenced Standards. Reference to the standards of any technical society, organization, or association. or to codes of local or state authorities, will mean the latest standard, code, specification, or tentative standard adopted and published at the effective date of the Agreement. unless specifically stated otherwise. 16.13 Access to Site of Work. Owner shall provide Contractor reasonable access to the Work site for the performance of the Work. 16.14 Background Checks. Contractor shall, prior to the commencement of the Work, obtain a reasonable background check on each employee, agent, representative and Subcontractors personnel ("Contractor Personnel") for the put -pose of this Section 16.14) who will be engaged in the petfonnance of the Work. Contractor acknowledges and agrees that only those persons who have successfully passed background checks to the reasonable satisfaction of Contractor will perform Work at the Work site. the property of its customers and on its computer systems. At a minimum, Contractor shall confirm and verify each Contractor Personnel's social security number, identity and authotization to work in the United States. Contractor shall also perform a reasonable criminal record check. Contractor shall provide such information to Owner upon request. 16.15 Nonexclusive. This Agreement is nonexclusive. Owner may retain the services of other contractors for the same or similar Work. 17. MODIFICATION. 17.1 Change Orders. Owner, without invalidating the Agreement. may at any time request changes in the Work within the general scope of the Agreement consisting of additions, deletions or other revisions. All such muhially agreed upon changes in the Work will be authorized by the Owner's Representative and will be performed under the applicable conditions of the Agreement. 17.2 Minor Changes in the Work. Owner will have authority to direct minor changes in the Work not involving adjustment in the compensation set forth in Exhibit l and not reasonably inconsistent with the intent of the Agreement and Work. Such changes will be documented and are binding on Owner and Contractor. Contractor shall carry out such minor changes promptly. 18. MISCELLANEOUS. 18.1 Governing Law and Jurisdiction. This Agreement is governed by, and construed in accordance with. the laws of the state of where the Work is performed, without regard to conflicts of law principles. Contractor hereby consents and submits to the personal jurisdiction and exclusive venue of the state and federal courts sitting in the state where the Work is performed. 18.2 Assi rgn Went. The Agreement is personal to Contractor. Connector may not assign this Agreement or any of its rights or obligations hereunder, without the prior written consent of Owner. Owner may assign this Agreement to an affiliate or subsidiary without the consent of Contractor. 18.3 Seyerability and Entire Agreement. The invalidity in whole or in any part of this Agreement does not affect the validity of the remainder of the Agreement. This written Agreement represents the complete Agreement of the parties. It is understood and agreed that the written terms and provisions of the Agreement will supersede all oral statements of representatives of the Owner. and oral statements will not be effective or be construed as being a part of the Agreement. Commercial terms and conditions incorporated into Contractor's invoices are of no effect. 19.4 Notices. All notices under this Agreement must be in writing, identified by the Agreement and title and sent by certified mail, return receipt requested, by overnight mail, by facsimile (with proof of transmission to the receiving party's fax number) or by hand -delivery to the following: City of Waukee ECl Contracting Attn: Asst. PW Director- Operations 56035 State Highway 56 805 University Ave West Concord, MN 55985 Waukee, Iowa 50263 Phone: 507-969-9054 Phone: 515-978-7920 Email: troyer(w.waukee.org 18.5 Nonwaiver. The failure of Owner to insist upon or enforce, in any instance, strict performance by Contractor of any of the terms of this Agreement or to exercise any rights herein conferred cannot be construed as a waiver or relinquishment to any extent of its right to assert or rely upon such terms or rights on any future occasion. 18.6 Amendments. No alteration or amendment of this Agreement is valid unless the same is made in accordance with an instrument in writing signed by Owner and Contractor. No alteration or amendment of a specific section or paragraph of this Agreement can be construed to alter or amend any other provisions of the Agreement unless expressly so stated in such written instrument. 18.7 Counterparts. This Agreement may be signed in any number of counterparts and by signatures transmitted electronically, each of which is deemed an original and which together constitutes one and the same instrument.IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date first set forth above. City of Waukee, Iowa (Signature) Courtney Clarke (Name Printed) Mayor (Title) December 16, 2024 (Date) ECI Conty:47cf5jR, Jeremy Ellingson (Name Printed) President (Title) December 12, 2024 (Date) Price Sheet January 1, 2025 ---- December 31, 2025 Line Description UOM Price Number 54 Welder Rate (Per Hour) HR $ 142.00 55 Welder Helper (Per Hour) HR $ 115.00 56 Welding Rig (Per Hour HR $ 33.00 57 Supervisor HR $ 145.00 58 Foreman IIR $ 140.00 59 Fuser HR $ 115.00 60 Helper HR $ 115.00 61 Laborer HR $ 97.00 62 Operator HR $ 115.00 63 Pipe Fitter HR $ 115.00 64 Truck Driver HR $ 95.00 65 Pick Up 1/2 ton HR $ 24.00 66 Pick Up I ton HR $ 26.00 67 2 ton dump truck with tools HR $ 40.00 68 Foreman truck with tools HR $ 28.00 69 Fuser Truck with Tools HR $ 30.00 70 Backhoe (Rubber Tire) HR $ 39.00 71 Backhoe with Breaker HR $ 45.00 72 Backhoe with Tamper HR $ 45.00 73 Excavator HR $ 85.00 74 Mini Excavator IiR $ 34.00 75 Sideboom Tractor HR $ 125.00 76 Trencher Walk behind HR $ 38.00 77 Trencher Wheel HR $ 160.00 78 Boring Equipment 2" Missile HR $ 8.00 79 Boring Equipment 3-4" Missile HR $ 8.00 80 Bore Rig Small HR $ 60.00 81 Skid Steer HR $ 35.00 82 Pipe Trailer Stick HR $ 10.00 83 Pipe Trailer Coil HR $ 5.00 84 Vacuum Excavator HR $ 225.00 85 Pipe Straightner HR $ 11.00 86 Generator HR $ 7.00 87 Water Pump HR $ 5.00 88 Jumping Jack Tamper HR $ 13.00 89 Air Compressor with Tools IIR $ 17.00 90 Mud Truck HR $ 51.00 91 24x40 Drill Rig HR $ 105.00 92 Vac Trailer - up to 800 Gallon HR $ 37.00 93 Roller HR $ 55.00 94 Equipment Trailer T-10 - T45 HR $ 12.00 95 Trailer Foreman Enclosed HR $ 6.00 96 Plow up to 150 Track HR $ 145.00 97 Walk Behind Service Plow HR $ 35.00 EXHIBIT 2 INSURANCE COVERAGE REQUIREMENTS Coverage. Contractor shall maintain at its sole cost and expense during the term of this Agreement, with insurers satisfactory to Owner and licensed to do business in the jurisdiction where Work is to be performed. the required insurance coverage set forth in this Exhibit 2. 1.1 Workers Compensation Insurance. Contractor shall maintain both workers compensation as required under any workers compensation or similar law in the jurisdiction where the Work is performed and Employers Liability insurance. Employers liability required limits shall be $500,000 each accident for bodily injury by accident or $500.000 each employee for bodily injury by disease. 1.2 Commercial General Liability Insurance. Contractor shall maintain commercial general liability with a required limit of $1,000,000 each occurrence and $2,000.000 aggregate. The policy shall cover liability arising ii•orn premises. operations, independent contractors, products -completed operations, personal injury and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). Completed Operations coverage is to extend for two (2) years following the last to occur of the following events: (i) termination of this Agreement: or (ii) termination of all outstanding Work. 1.3 Automobile Liability. Contractor shall maintain automobile liability with a required limit of $1.000.000 each accident. Such insurance shall cover liability arising out of the use of any auto including owned, hired, and non -owned autos. 1.4 Umbrella or Excess Liability Insurance. Umbrella or excess liability insurance in excess of Employers Liability, General Liability and Automobile Liability with a required limit of S5,000,000.00 per occurrence. Any aggregate limits on this policy shall not be impaired as of the date the Contractor commences Work. Policy Requirements. All policies, with the exception of workers' compensation insurance policies, shall name Owner, its affiliates, officers, directors, shareholders, agents. employees, and representatives as an additional insured and shall contain a severability of interest provision. All policies shall waive subrogation. The insurance applies on a primary and non- contributory basis with respect to any other insurance or self- insurance available to Owner. Any deductibles or self -insured retentions carried by Contractor are the sole responsibility of Contractor. Any Party named an additional insured pursuant to this Agreement shall be an additional insured, but only to the extent that the loss in question is caused by the negligent act or omission of Contractor. Evidence of insurance. Prior to the commencement of Work and upon any change in insurers or material change to policies. Contractor shall furnish Owner with a certificate of insurance executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements set forth herein. Contractor shall deliver the certificate to the Owner's Representative as identified in Section 3.3 of this Agreement. Notice. Contractor shall provide a minimum of thirty (30) days advance written notice to Owner in the event of cancellation. material reduction in coverage or non -renewal of the policy. Subcontractors. Contractor shall require all Subcontractors to furnish the same insurance as required of Contractor.