17-172.00 AM Hardware: City Hall Door Closers 17-1/2_
CONSTRUCTION AGREEMENT
AM Hardware
THIS CONSTRUCTION AGREEMENT(the "Agreement") is made by and between the City of
Spokane Valley,a code City of the State of Washington("City")and AM Hardware,("Contractor")jointly
referred to as the"Parties".
IN CONSIDERATION of the terms and conditions contained herein the Parties agree as follows:
1.Work to Be Performed. Contractor shall do all work and furnish all labor,supervision,tools, materials,
supplies,and equipment and other items necessary for the construction and completion of the City Hall Door
Closers Project(the"Work")in accordance with documents described in Exhibit A and in accordance with this
Agreement (which are by this reference incorporated herein and made part hereof and referred to as the
"Contract Documents"), and shall perform any changes in the work in accordance with the Contract
Documents. The terms and provisions in this Agreement shall control over any inconsistent or incompatible
terms in any other Contract Document.
Contractor shall, for the amount set forth in paragraph 4,below,assume and be responsible for the cost and
expense of all work required for constructing and completing the Work and related activities to the City's
satisfaction, provided for in the Contract Documents, within the time limits prescribed in the Contract
Documents.
The City Manager or designee shall administer and be the primary contact for Contractor. Upon notice from
City,Contractor shall promptly commence work,complete the same in a timely manner,and cure any failure in
performance under this Agreement.
Unless otherwise directed by City,all work shall be performed in conformance with the Contract Documents,
and all City,state,and federal standards,codes,ordinances,regulations,and laws as now existing or as may be
adopted or amended.
2. Time for Performance. Contractor shall commence the Work within 10 days of execution of this
Agreement and shall complete the Work within the times specified in the Contract Documents, as may be
extended in accordance with this Agreement and the Contract Documents.
3. Liquidated Damages. Time is of the essence for this Agreement. Delays cause inconvenience to the
residents of City and cost taxpayers undue sums of money,adding time needed for administration,engineering,
inspection, and supervision. It is impractical for City to calculate the actual cost of delays. Accordingly,
Contractor agrees to pay liquidated damages for failure to achieve Substantial Completion(as defined in the
Contract Documents)which shall be in the amount of$100.00 per day. These liquidated damages are not a
penalty,but are fixed and agreed upon by and between Contractor and City because of the impracticability and
difficulty of fixing and ascertaining the actual damages that City would sustain in the event that the Work is not
completed in accordance with the Contract Documents. Liquidated damages may be retained by City and
deducted from payments otherwise due to the Contractor.
4. Compensation. In consideration of Contractor performing the Work, City agrees to pay Contractor in
accordance with the Contract Documents the sum of$4,550.00,plus Washington State Sales Tax of$400.40
(if applicable),for a total of$4,950.40,based on the bid submitted by Contractor(Exhibit B),and as may be
adjusted in accordance with the Contract Documents.
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5.Payment. Contractor may elect to be paid in monthly installments,upon presentation of an application for
payment in a form satisfactory to City. Applications for payment shall be sent to the City Finance Department
at the address stated in paragraph 6.
Pursuant to chapter 60.28 RCW, five percent of the compensation due Contractor shall be retained by City.
City reserves the right to withhold payment under this Agreement for that portion of the work(if any)which is
determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Contract
Documents,City standards,City Code,state standards,or federal standards.
6.Notice. Notice other than applications for payment shall be given in writing as follows:
TO THE CITY: TO THE CONTRACTOR:
Name:Christine Bainbridge,City Clerk Name: Kalen Lakoduk
Phone:(509) 720-5000 Phone: 509-927-8399
Address: 10210 East Sprague Avenue Address:2616 N. Dartmouth
Spokane Valley, WA 99206 Spokane Valley, WA 99206
7.Applicable Laws and Standards. The Parties,in the performance of this Agreement,agree to comply with
all applicable federal,state,and local laws,codes,and regulations.
8. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary
Covered Transactions.
A.By executing this Agreement,the Consultant certifies to the best of its knowledge and belief,that it
and its principals:
1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any federal department or agency;
2. Have not within a three-year period preceding this proposal been convicted of or had a
civil judgment rendered against them for commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public (federal, state, or
local)transaction or contract under a public transaction;violation of federal or state antitrust
statutes or commission of embezzlement,theft,forgery,bribery,falsification or destruction of
records, making false statements,or receiving stolen property;
3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental
entity (federal, state, or local) with commission of any of the offenses enumerated in
paragraph(A)(2)of this certification;and
4. Have not within a three-year period preceding this application/proposal had one or more
public transactions(federal,state,or local)terminated for cause or default.
B. Where the prospective primary participant is unable to certify to any of the statements in this
certification,such prospective participant shall attach an explanation to this Agreement.
9.Prevailing Wages on Public Works. Contractor,any subcontractor,or other person doing work under this
Agreement, shall comply with the requirements of chapter 39.12 RCW, and shall pay each employee an
amount not less than the Prevailing Rate of Wage,as specified by the Industrial Statistician of the Washington
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State Department of Labor and Industries("L&l"). If employing labor in a class not shown,Contractor shall
request a determination of the correct wage rate for the class and locality from the Industrial Statistician.
Contractor shall provide a copy of any such determinations to City.
Before commencing,during,and upon completion of the work,Contractor shall file all forms and pay all fees
required by L&l and shall indemnify and hold City harmless from any claims related to its failure to comply
with chapter 39.12 RCW.
The following information is provided pursuant to RCW 39.12.030:
A. State of Washington prevailing wage rates applicable to this public works project, published by
L&1,are located at the L&I website address:
https://fortress.wa.gov/Ini/wagelookup/pry Wagelookup.aspx
B.This Project is located in Spokane County.
C.The effective prevailing wage date is the same date as the bid due date as referenced in the
original request for bids and as may be revised by addenda.
A copy of the applicable prevailing wage rates is also available for viewing at the City Public Works
Department located at 10210 East Sprague Avenue,Spokane Valley,WA 99206. Upon request,City will mail
a hard copy of the applicable prevailing wages for this project.
10. Relationship of the Parties. It is understood and agreed that Contractor shall be an independent
contractor and not the agent or employee of City,that City is interested only in the results to be achieved,and
that the right to control the particular manner,method,and means in which the services are performed is solely
within the discretion of Contractor. Any and all employees who provide services to City under this Agreement
shall be deemed employees solely of Contractor. Contractor shall be solely responsible for the conduct and
actions of all its employees under this Agreement and any liability that may attach thereto.
1 1.Ownership of Documents. All drawings,plans,specifications,and other related documents prepared by
Contractor under this Agreement are and shall be the property of City, and may be subject to disclosure
pursuant to chapter 42.56 RCW,or other applicable public record laws.
12.Records. The City or State Auditor or any of their representatives shall have full access to and the right to
examine during normal business hours all of Contractor's records with respect to all matters covered in this
Agreement. Such representatives shall be permitted to audit,examine,make excerpts or transcripts from such
records,and to make audits of all contracts,invoices,materials,payrolls,and record of matters covered by this
Agreement for a period of three years from the date final payment is made hereunder.
13.Warranty. Unless provided otherwise in the Contract Documents,Contractor warrants that all Work and
materials performed or installed under this Agreement are free from defect or failure for a period of one year
following final acceptance by City,unless a supplier or manufacturer has a warranty for a greater period,which
warranty shall be assigned or transferred to City. In the event a defect or failure occurs in work or materials,
Contractor shall,within the warranty period, remedy the same at no cost or expense to City. This warranty
provision shall not be construed to establish a period of limitation with respect to Contractor's other obligations
under this Agreement.
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14.Contractor to Be Licensed and Bonded. Contractor shall be duly licensed,registered,and bonded by the
State of Washington at all times this Agreement is in effect.
15.Contractor to Provide Performance and Payment Bonds. Contractor shall provide a payment bond and
a performance bond in the full amount of the Agreement on the City's bond forms. Alternatively,Contractor
may elect to have the City retain 50%of the Agreement amount in lieu of providing the City with a payment
bond and a performance bond, pursuant to RCW 39.08.010(3).
16. Insurance. Contractor shall procure and maintain for the duration of the Agreement insurance against
claims for injuries to persons or damage to property which may arise from or in connection with the
performance of the work hereunder by Contractor, its agents, representatives, or employees.
A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types described below:
1.Automobile liability insurance covering all owned,non-owned,hired,and leased vehicles.
Coverage shall be written on Insurance Services Office(ISO)form CA 00 01 or a substitute
form providing equivalent liability coverage. If necessary, the policy shall be endorsed to
provide contractual liability coverage.
2.Commercial general liability insurance shall be written on ISO occurrence form CG 00 01
and shall cover liability arising from premises,operations,independent contractors,products-
completed operations, stop gap liability, personal injury, advertising injury, and liability
assumed under an insured contract. The commercial general liability insurance shall be
endorsed to provide a per project aggregate limit using ISO form CG 25 03 05 09 or an
equivalent endorsement. There shall be no endorsement or modification of the commercial
general liability insurance for liability arising from explosion, collapse, or underground
property damage. City shall be named as an additional insured under Contractor's commercial
general liability insurance policy with respect to the work performed for City using ISO
Additional Insured endorsement CG 20 10 10 01 and Additional Insured-Completed
Operations endorsement CG 20 37 10 01 or substitute endorsements providing equivalent
coverage.
3. Workers'compensation coverage as required by the industrial insurance laws of the State
of Washington.
B. Minimum Amounts of Insurance. Contractor shall maintain the following insurance limits:
1.Automobile liability insurance with a minimum combined single limit for bodily injury and
property damage of no less than$1,000,000 per accident.
2.Commercial general liability insurance shall be written with limits no less than$1,000,000
each occurrence, $2,000,000 general aggregate, and no less than a $2,000,000 products-
completed operations aggregate limit.
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C.Other Insurance Provisions. The insurance policies are to contain,or be endorsed to contain,the
following provisions for automobile liability and commercial general liability insurance:
1. Contractor's insurance coverage shall be primary insurance with respect to City. Any
insurance,self-insurance,or insurance pool coverage maintained by City shall be excess of
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Contractor's insurance and shall not contribute with it.
2. Contractor shall fax or send electronically in.pdf format a copy of insurer's cancellation
notice within two business days of receipt by Contractor.
3.If Contractor maintains higher insurance limits than the minimums shown above,City shall
be insured for the full available limits of commercial general and excess or umbrella liability
maintained by Contractor, irrespective of whether such limits maintained by Contractor are
greater than those required by this Agreement or whether any certificate of insurance
furnished to the City evidences limits of liability lower than those maintained by Contractor.
4. Failure on the part of Contractor to maintain the insurance as required shall constitute a
material breach of this Agreement, upon which the City may, after giving at least five
business days' notice to Contractor to correct the breach, immediately terminate the
Agreement, or at its sole discretion, procure or renew such insurance and pay any and all
premiums in connection therewith, with any sums so expended to be repaid to City on
demand, or at the sole discretion of the City, offset against funds due Contractor from the
City.
D.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating of
not less than A:V11.
E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement,
Contractor shall furnish acceptable insurance certificates to City at the time Contractor returns the
signed Agreement, which shall be Exhibit C. The certificate shall specify all of the parties who are
additional insureds,and shall include applicable policy endorsements,and the deduction or retention
level. Insuring companies or entities are subject to City acceptance. If requested,complete copies of
insurance policies shall be provided to City. Contractor shall be financially responsible for all
pertinent deductibles,self-insured retentions,and/or self-insurance.
F.Subcontractor Insurance. Contractor shall cause each and every subcontractor to provide insurance
coverage that complies with all applicable requirements of the Contractor-provided insurance as set
forth herein,except Contractor shall have sole responsibility for determining the limits of coverage to
be required to be obtained by subcontractors. Contractor shall ensure that the City is an additional
insured on each and every subcontractor's commercial general liability insurance policy using an
endorsement at least as broad as ISO additional insured endorsement CG 20 38 04 13.
17.Indemnification and Hold Harmless. Contractor shall,at its sole expense,defend, indemnify,and hold
harmless City and its officers, agents, and employees,from any and all claims, actions,suits, liability, loss,
costs,attorney's fees and costs of litigation,expenses, injuries,and damages of any nature whatsoever relating
to or arising out of the wrongful or negligent acts,errors,or omissions in the services provided by Contractor,
Contractor's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law,
subject only to the limitations provided below.
Contractor's duty to defend,indemnify,and hold City harmless shall not apply to liability for damages arising
out of such services caused by or resulting from the sole negligence of City or City's agents or employees.
Contractor's duty to defend,indemnify,and hold City harmless against liability for damages arising out of such
services caused by the concurrent negligence of(a)City or City's agents or employees, and(b)Contractor,
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Contractor's agents, subcontractors, subconsultants, and employees shall apply only to the extent of the
negligence of Contractor,Contractor's agents,subcontractors, subconsultants,and employees.
Contractor's duty to defend,indemnify,and hold City harmless shall include,as to all claims,demands,losses,
and liability to which it applies,City's personnel-related costs,reasonable attorneys'fees,and the reasonable
value of any services rendered by the office of the City Attorney,outside consultant costs,court costs,fees for
collection,and all other claim-related expenses.
Contractor specifically and expressly waives any immunity that may be granted it under the Washington State
Industrial Insurance Act,Title 51 RCW. These indemnification obligations shall not be limited in any way by
any limitation on the amount or type of damages,compensation,or benefits payable to or for any third party
under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided, that
Contractor's waiver of immunity by the provisions of this paragraph extends only to claims against Contractor
by City,and does not include,or extend to,any claims by Contractor's employees directly against Contractor.
Contractor hereby certifies that this indemnification provision was mutually negotiated.
18.Waiver. No officer,employee,agent,or other individual acting on behalf of either party has the power,
right,or authority to waive any of the conditions or provisions of this Agreement. No waiver in one instance
shall be held to be waiver of any other subsequent breach or nonperformance. All remedies afforded in this
Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy
provided herein or by law. Failure of either party to enforce at any time any of the provisions of this
Agreement or to require at any time performance by the other party of any provision hereof shall in no way be
construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof.
19. Assignment and Delegation. Neither party shall assign, transfer, or delegate any or all of the
responsibilities of this Agreement or the benefits received hereunder without first obtaining the written consent
of the other party.
20.Confidentiality. Contractor may,from time-to-time,receive information which is deemed by City to be
confidential. Contractor shall not disclose such information without the prior express written consent of City
or upon order of a Court of competent jurisdiction.
21.Disputes. All disputes arising under or related to this Agreement that cannot be resolved through informal
discussion and negotiations shall be resolved by litigation filed in the Superior Court of the State of
Washington for Spokane County,unless otherwise required by applicable federal or state law.
22. Subcontractor Responsibility. As required by RCW 39.06.020, Contractor shall verify responsibility
criteria for each first tier subcontractor and its subcontractors of any tier that hires other subcontractors shall
verify responsibility criteria for each of its subcontractors. Verification shall include that each subcontractor,at
the time of subcontract execution,meets the responsibility criteria listed in RCW 39.04.350(1)and possesses
an electrical contractor license,if required by chapter 19.28 RCW,or an elevator contractor license if required
by chapter 70.87 RCW. This verification requirement shall be included in every subcontract of every tier.
23.Jurisdiction and Venue. This Agreement is entered into in Spokane County,Washington. Venue shall be
in Spokane County, State of Washington.
24. Entire Agreement. This Agreement constitutes the entire and complete agreement between the parties
and supercedes any prior oral or written agreements. This Agreement may not be changed,modified,or altered
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except in writing signed by the Parties.
25. Anti-kickback. No officer or employee of City, having the power or duty to perform an official act or
action related to this Agreement, shall have or acquire any interest in this Agreement, or have solicited,
accepted,or granted a present or future gift,favor, service, or other thing of value from any person with an
interest in this Agreement.
26.Business Registration. Prior to commencement of Work under this Agreement,Contractor shall register
with the City as a business if it has not already done so.
27.Severability. If any section,sentence,clause,or phrase of this Agreement should be held to be invalid for
any reason by a court of competent jurisdiction,such invalidity shall not affect the validity of any other section,
sentence,clause,or phrase of this Agreement.
28. Exhibits. Exhibits attached and incorporated into this Agreement are:
A. Scope of Work
B. Cost Statement
C. Insurance Endorsements M
The Parties have executed this Agreement this ZO i day of ,2017.
CITY OF SPOKANE VALLEY: Contractor:
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Mark Calhoun,City Manager By:
Its: Authorized Representative
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iristine Bainbridge,City Clerk 4
APPROVED AS TO FORM:
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Office ofi e City • or r
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