Sanitary and Storm Sewer Televising-Galpin BoulevardCONTRACT
FOR
SANITARY AND STORM SEWER TELEVISING _ GALPIN BOULEVARI)
THIS AGREEMENT, made this 3'd day of May,2022, by and between the CITY OF
CHANHASSEN, a Minnesota municipal corporation ("Owner") and PIPE SERVICES,
("Contractor"). Owner and Contractor, in consideration of the mutual covenants set forth herein,
agree as follows:
1. CONTRACT DOCUMENTS. The following documents shall be referred to as
the "Contract Documents", all of which shall be taken together as a whole as the contract between
the parties as if they were set verbatim and in full herein:
This Agreement;
Specifications dated Apil 14, 2022
City of Chanhassen General Conditions of the Construction Contract;
Quote dated April20, 2022.
In the event of a conflict among the provisions of the Contract Documents, the order in which they
are listed above shall control in resolving any such conflicts with Contract Document "A" having
the first priority and Contract Document "D" having the last priority.
2. OBLIGATIONS OF THE CONTRACTOR. The contractor shall provide the
goods, services, and perform the work in accordance with the Contract Documents.
3. CONTRACT PRICE. Owner shall pay Contractor for completion of the Work in
accordance with the Contract Documents the not to exceed amount of Seventeen Thousand Five
Hundred Thirty Two Dollars and Forty Four Cents ($17,532.44).
4. PAYMENT PROCEDURES.
A.Contractor shall submit Applications for Payment. Applications for
Payment will be processed by Engineer as provided in the General
Conditions.
Progress Payments; Retainage. Owner shall make 95o/o progress payments
on account of the Contract Price on the basis of Contractor's Applications
for Payment during performance of the Work.
C. Payments to Subcontractor
(l) Prompt Payment to Subcontractors. Pursuant to Minn. Stat. $
471 .25, Subd. 4a, the Contractor must pay any subcontractor within
A.
B.
C.
D.
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ten (10) days of the Contractor's receipt of payment from the City
for undisputed services provided by the subcontractor. The
Contractor must pay interest of I % percent per month or any part of
a month to the Subcontractor on any undisputed amount not paid on
time to the subcontractor. The minimum monthly interest penalty
payment for an unpaid balance of $100.00 or more is $10.00. For
an unpaid balance of less than $100.00, the Contractor shall pay the
actual penalty due to the subcontractor.
(2) Form IC-134 (attached) required from general contractor. Minn.
Stat. $ 290.92 requires that the City of Chanhassen obtain a
Withholding Affidavit for Contractors, Form lC-134, before making
final payments to Contractors. This form needs to be submitted by
the Contractor to the Minnesota Department of Revenue for
approval.
The form is used to receive certification from the state that the
vendor has complied with the requirement to withhold and remit
state withholding taxes for employee salaries paid.
D Final Payment. Upon final completion of the Work, Owner shall pay the
remainder of the Contract Price as recommended by Engineer.
5. COMPLETION DATE/LIQUIDATED DAMAGES
The Work must be completed within Sixty Seven (60) days after the date
the Contract Times commence to run, and completed and ready for final
payment in accordance with the General Conditions by June 26th,2022
(6t26t2022).
Contract and Owner recognize that time is of the essence of this Agreement
and that Owner will suffer financial loss if the Work is not completed within
the times specified in Paragraph 5.A. above, plus any extensions thereof
allowed. The parties also recognize the delays, expense, and difficulties
involved in proving in a legal or arbitration proceeding the actual loss
suffered by Owner if the Work is not completed on time. Accordingly,
instead of requiring any such proof, Owner and Contractor agree that as
liquidated damages for delay (but not as a penalty), Contractor shall pay
Owner $300.00 fbr each calendar day that expires after the time specified
in Paragraph 5.A. for Completion until the Work is complete.
6. CONTRACTOR'S REPRESENTATIONS
Contractor has examined and carefully studied the Contract Documents and
other related data identified in the Contract Documents.
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B
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Contractor has visited the Site and become familiar with and is satisfied as
to the general, local, and Site conditions that may affect cost, progress, and
performance of the Work.
Contractor is familiar with and is satisfied as to all federal, state, and local
Laws and Regulations that may affect cost, progress, and performance of
the Work.
Contractor has carefully studied all: (l ) reports of explorations and tests of
subsurface conditions at or contiguous to the Site and all drawings of
physical conditions in or relating to existing surface or subsurface structures
at or contiguous to the Site (except Underground Facilities) which have
been identified in the General Conditions and (2) reports and drawings of a
Hazardous Environmental Condition, if any, at the site.
Contractor has obtained and carefully studied (or assumes responsibility for
doing so) all additional or supplementary examinations, investigations,
explorations, tests, studies, and data concerning conditions (surface,
subsurface, and Underground Facilities) at or contiguous to the Site which
may affect cost, progress, or performance of the Work or which relate to
any aspect of the means, methods, techniques, sequences, and procedures
of construction to be employed by Contractor, including any specific means,
methods, techniques, sequences, and procedures of construction expressly
required by the Bidding Documents, and safety precautions and programs
incident thereto.
Contractor does not consider that any further examinations, investigations,
explorations, tests, sfudies, or data are necessary for the performance of the
Work at the Contract Price, within the Contract Times, and in accordance
with the other terms and conditions of the Contract Documents.
Contractor is aware of the general nature of work to be performed by Owner
and others at the Site that relates to the Work as indicated in the Contract
Documents.
Contractor has correlated the information known to Contractor, information
and observations obtained from visits to the Site, reports and drawings
identified in the Contract Documents, and all additional examinations,
investigations, explorations, tests, studies, and data with the Contract
Documents.
Contractor has given Engineer written notice of all conflicts, errors,
ambiguities, or discrepancies that Contractor has discovered in the Contract
Documents, and the written resolution thereof by Engineer is acceptable to
Contractor.
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C.
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J The Contract Documents are generally sufficient to indicate and convey
understanding of all terms and conditions for performance and fumishing
of the Work.
K. Subcontracts:
(l) Unless otherwise specified in the Contract Documents, the
Contractor shall, upon receipt of the executed Contract Documents,
submit in writing to the Owner the names of the Subcontractors
proposed for the work. Subcontractors may not be changed except
at the request or with the consent of the Owner.
(2) The Contractor is responsible to the Owner for the acts and
omissions of the Contractor's subcontractors, and of their direct and
indirect employees, to the same extent as the Contractor is
responsible for the acts and omissions of the Contractor's
employees.
(3)
(4)
The Contract Documents shall not be construed as creating any
contractual relation between the Owner, the Engineer, and any
Subcontractor.
The Contractor shall bind every Subcontractor by the terms of the
Contract Documents.
7. WORI(ER'S COMPENSATION. The Contractor shall obtain and maintain for
the duration of this Contract, statutory Worker's Compensation Insurance and Employer's
Liability Insurance as required under the laws of the State of Minnesota.
8. COMPREHENSM GENERAL LIABILITY. Contractor shall obtain the
following minimum insurance coverage and maintain it at all times throughout the life of the
Contract, with the City included as an additional name insured on a primary and non-contributory
basis. The Contractor shall fumish the City a certificate of insurance satisfactory to the City
evidencing the required coverage:
Bodily Injury:$2,000,000 each occurrence
$2,000,000 aggregate products and
completed operations
Property Damage: $2,000,000 each occurrence
$2,000,000 aggregate
Contractual Liability (identi fying the contract) :
Bodily Injury: $2,000,000 each occurrence
Property Damage: $2,000,000 each occurrence
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S2,000,000 aggregate
Personal Injury, with Employment Exclusion deleted
$2,000,000 aggregate
Comprehensive Automobile Liability (owned, non-owned, hired):
Bodily Injury $2,000,000 each occurrence
$2,000,000 each accident
Property Damage $2,000,000 each occurrence
9. WARRANTY. The Contractor guarantees that all new equipment warranties as
specified within the quote shall be in full force and transferred to the City upon payment by the
City. The Contractor shall be held responsible for any and all defects in workmanship, materials,
and equipment which may develop in any part of the contracted service, and upon proper
notification by the City shall immediately replace, without cost to the City, any such faulty part or
parts and damage done by reason of the same in accordance with the bid specifications.
10. INDEMNITY. The Contractor agrees to indemnify and hold the City harmless
from any claim made by third parties as a result of the services performed by it. In addition, the
Contractor shall reimburse the City for any cost of reasonable attorney's fees it may incur as a
result of any such claims.
11. MISCELLANEOUS
Terms used in this Agreement have the meanings stated in the General
Conditions.
Owner and Contractor each binds itself, its partners, successors, assigns and
legal representatives to the other party hereto, its partners, successors,
assigns and legal representatives in respect to all covenants, agreements,
and obligations contained in the Contract Documents.
Any provision or part of the Contract Documents held to be void or
unenforceable under any Law or Regulation shall be deemed stricken, and
all remaining provisions shall continue to be valid and binding upon Owner
and Contractor, who agree that the Contract Documents shall be reformed
to replace such stricken provision or part thereof with a valid and
enforceable provision that comes as close as possible to expressing the
intention of the stricken provisions.
D. Data Practices/Records.
(l) All data created, collected, received, maintained or disseminated for
any purpose in the course of this Contract is governed by the
A.
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Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, any
other applicable state statute, or any state rules adopted to
implement the act, as well as federal regulations on data privacy.
(2) All books, records, documents and accounting procedures and
practices to the Contractor and its subcontractors, if any, relative to
this Contract are subject to examination by the City.
Software License. If the equipment provided by the Contractor pursuant to
this Contract contains software, including that which the manufacturer may
have embedded into the hardware as an integral part of the equipment, the
Contractor shall pay all software licensing fees. The Contractor shall also
pay for all software updating fees for a period of one year following cutover.
The Contractor shall have no obligation to pay for such fees thereafter.
Nothing in the software license or licensing agreement shall obligate the
City to pay any additional fees as a condition for continuing to use the
software.
Patented devices, materials and processes. If the Contract requires, or the
Contractor desires, the use of any design, devise, material or process
covered by letters, patent or copyright, trademark or trade name, the
Contractor shall provide for such use by suitable legal agreement with the
patentee or owner and a copy of said agreement shall be filed with the
Owner. If no such agreement is made or filed as noted, the Contractor shall
indemnifu and hold harmless the Owner from any and all claims for
infringement by reason of the use of any such patented designed, device,
material or process, or any trademark or trade name or copyright in
connection with the Project agreed to be performed under the Contract, and
shall indemnify and defend the Owner for any costs, liability, expenses and
attomey's fees that result from any such infringement
Assignment. Neither party may assign, sublet, or transfer any interest or
obligation in this Contract without the prior written consent of the other
party, and then only upon such terms and conditions as both parties may
agree to and set forth in writing.
Waiver. In the particular event that either party shall at any time or times
waive any breach of this Contract by the other, such waiver shall not
constitute a waiver of any other or any succeeding breach of this Contract
by either pafiy, whether of the same or any other covenant, condition or
obligation.
Goveming Law/Venue. The laws of the State of Minnesota govern the
interpretation of this Contract. In the event of litigation, the exclusive venue
shall be in the District Court of the State of Minnesota for Carver County.
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J Severability. If any provision, term or condition of this Contract is found
to be or become unenforceable or invalid, it shall not affect the remaining
provisions, terms and conditions of this Contract, unless such invalid or
unenforceable provision, term or condition renders this Contract impossible
to perform. Such remaining terms and conditions of the Contract shall
continue in full force and effect and shall continue to operate as the parties'
entire contract.
Entire Agreement. This Contract represents the entire agreement of the
parties and is a final, complete and all inclusive statement of the terms
thereof, and supersedes and terminates any prior agteement(s),
understandings or written or verbal representations made between the
parties with respect thereto.
Permits and Licenses; Rights-of-Way and Easements. The Contractor shall
procure all permits and licenses, pay all charges and fees therefore, and give
all notices necessary and incidental to the construction and completion of
the Project. The City will obtain all necessary rights-of-way and easements.
The Contractor shall not be entitled to any additional compensation for any
construction delay resulting from the City's not timely obtaining rights-of-
way or easements.
If the work is delayed or the sequencing of work is altered because of the
action or inaction of the Owner, the Contractor shall be allowed a time
extension to complete the work but shall not be entitled to any other
compensation.
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CITY OF CHANHASSEN
BY
L
Laurie Hokkanen, City Manager
CONTRACTOR
BY
Print Name. Ryan lt/ergen
Its: CEO / Pipe Services
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