HomeMy WebLinkAboutRes2018-0281
CITY OF SEWARD, ALASKA
RESOLUTION 2018-028
Sponsored by: Hunt
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, AUTHORIZING THE CITY MANAGER TO ENTER INTO AN
AGREEMENT WITH MARATHON ELECTRIC LLC TO PROVIDE SUPPORT
FOR THE ELECTRIC METER ROLL -OUT SCHEDULED FOR APRIL AND MAY
OF 2018
WHEREAS, Seward City Council Approved Resolution 2017-011 authorizing an agreement
between the City of Seward and National Metering and Technical Services LLC to replace the
electric watt-hour meters on our system; and
WHEREAS, safety concerns may require repair or replacement of some meter bases; and
WHEREAS, time is of the essence if the meter bases are to be repaired or replaced while
keeping the project on schedule; and
WHEREAS, such repair or replacement is work for a licensed electrician; and
WHEREAS, following a formal bid process, in accordance with SCC 6.10.210 et al,
Marathon Electric LLC was found to be the low bidder with a piece work price lower than the other
bidders to wit: Replace Faulty Meter Base $650, Replace Faulty Meter Base, Riser, Weatherhead, etc
$698, Repair Faulty Meter Base $400, Inspect Meter Base $125, Repair/Replace CT Metered Service
Equipment $550;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA that:
Section 1. Authorizing the City Manager to enter into an agreement with Marathon Electric LLC
to provide support for the electric meter roll -out scheduled for April and May of 2018.
Section 2. Funding for this contract is hereby appropriated from the Electric Enterprise
Fund undesignated reserves Account no. 15000-0000-3400 to the contracted services account no.
15000-3009-7009.
Section 3. This resolution shall take effect immediately upon its adoption.
PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 271"
day of March, 2018.
E
CITY OF SEWARD, ALASKA
RESOLUTION 2018-028
THE CITY OF SEWARD, ALASKA
David Squires, Mayo
AYES: Casagranda, Keil, McClure, Slater, Horn Towsley, Squires
NOES: None
ABSENT: None
ABSTAIN: None
ATTEST:
Bren a r Ballou, C
City Clerk
(City Seal.140p" 4F SEW, r
40
SEAL
OF
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1
Agenda Statement
Meeting Date: 26 March 2018
To: City Council
Through: Jim Hunt, City Manager
From: John Foutz, Electric Department Manager
Agenda Item: Authorizing the City Manager to enter into an agreement
with Marathon Electric LLC to provide support for the electric meter roll-
out scheduled for April and May of 2018. Marathon Electric will be paid
on a piece -work basis.
BACKGROUND & JUSTIFICATION•
The City of Seward Electric Department has acquired enough AMR (Automatic Meter Reading)
meters to completely replace all of the meters on our system. This technology upgrade will permit
the meters to be read from the street, at the push of a button, which should dramatically increase
efficiency and reduce human errors. In addition, all of the meters on our system will be of the same
brand and type, making inventory control and maintenance far easier and, therefore, less expensive.
On 13 February 2017, By Resolution 2017-011, Seward City Council approved a contract between
the City of Seward and National Metering and Technical Services LLC for the replacement of all of
the electric watt-hour meters on our system. As a part of the protocol for meter replacement, the
meter -person will inspect the meter base and installation prior to removing the meter, to ensure that
the meter can be replaced safely. In the event that it cannot be done safely, an electrician must be
called to replace the meter base. As a courtesy to our customers and to ensure an orderly pace to the
project, the City of Seward Electric Department proposed to contract with a local electrician to be
on -call for meter repairs or replacements. The cost of that work is to be billed back to the customer
as an addition to their utility bill.
On 14 February, 2018, an Invitation to Bid was issued soliciting a licensed electrician for this
project. Only one licensed electrician responded and submitted a bid. The bid was publically opened
on 12 March 2017 at 08:35, at City Hall (410 Adams Street). Marathon Electric LLC provided the
low bid, to wit:
Replace Faulty Meter Base:
Replace Faulty Meter Base, Riser, Weatherhead, etc
Repair Faulty Meter Base
Inspect Meter Base
Repair/Replace CT Metered Service Equipment
$650
$698
$400
$125
$550
INTENT: Agenda Item: Authorizing the City Manager to enter into an agreement with
Marathon Electric LLC to provide support for the electric meter roll -out scheduled for April and May
of 2018. Maddox Electric will be paid on a piece -work basis, by the following schedule:
Replace Faulty Meter Base: $650
Replace Faulty Meter Base, Riser, Weatherhead, etc $698
Repair Faulty Meter Base $400
Inspect Meter Base $125
Repair/Replace CT Metered Service Equipment $550
CHECKLIST:
ft
Yes
No
.expand
ive Plan(1.3, 3.7.3.1, 3.7.3.2): Continue to upgrade and
utilities to meet existing needs and encourage future
development.
X
2
Strategic Plan : The mission of the City of Seward government it is to
_,provide quality leadership and economic wellbeing of its citizens
X
3.
Other (list):
N/A
X
FISCAL NOTE: Funding for this contract is hereby appropriated from the Electric Enterprise
Fund undesignated reserves Account no. 15000-0000-3400 to the contracted services account no.
15000-3009-7009.
Approved by Finance Department: M4at) .A
ATTORNEY REVIEW: Yes No
RECOMMENDATION:
Authorize the City Manager to enter into an agreement with Marathon Electric LLC to provide
support for the electric meter roll -out scheduled for April and May of 2018.
BETWEEN:
and
CONSTRUCTION AGREEMENT
CITY OF SEWARD, ALASKA THE ("CITY")
Post Office Box 167
Seward, Alaska 99664
Phone: 907.224.3445 Fax: 907.224.8633
Contractor
The City and The Contractor agree as follows:
AGREEMENT
1. DEFINITIONS. In addition to the terms defined above, capitalized terms used in this
Agreement will have (unless otherwise provided in this Agreement) the following meanings:
1.1 "Agreement" means this Agreement, including all amendments, modifications, and
supplements hereto and any appendices, exhibits, or schedules to same, and refers to this
Agreement as it may be in effect at the time such reference becomes operative. Together the
documents form an Agreement which represents the entire and integrated agreement between
the parties hereto, and supersedes prior negotiations or agreements, either written or oral. This
Agreement is entered into solely for the purpose of the Project.
1.2 "Contract Documents" means and consists of (i) this Agreement signed by City
and Contractor; (ii) Attachment 1 (Alaska Department of Labor and Workforce Development
Pamphlet 600), which is incorporated herein as though fully set forth herein; (iii) all exhibits to
this Agreement; and (iv) all change orders for changes in the Work issued after the execution of
this Agreement.
1.3 "City's Representative" means John Foutz, Electric Utility Manager; the City
Manager, or the City Manager's designee.
1.4 "Work" means all labor, materials, equipment and services provided by
Contractor to fulfill Contractor's obligations.
2. SCOPE OF WORK
The Contractor shall furnish all materials, labor and equipment necessary for the support of
electric watt-hour meter replacements, to be performed by National Metering and Technical
Services, LLC. Prior to each meter being replaced, the meter base will be assessed for safety.
Construction Agreement
Page 1 of 11
15 February 2017
In the event that National Metering and Technical Services deems the meter base to be unsafe,
the Seward Contract Electrician will be notified and will respond, within one hour, to schedule
repair or replacement of the meter base, whichever the electrician deems necessary. See
Appendix A for detailed scope.
3. DATE OF COMMENCEMENT AND COMPLETION
3.1 The Date of Commencement will be the date of receipt of written Notice to
Proceed by the Contractor.
3.2 Contractor must respond to a call -out within one hour (60 minutes) of the time
he/she is contacted by National Metering and Technical Services or by the City or by the City's
representative to schedule the repair or replacement of the meter base, whichever the
electrician deems necessary.
3.3 Time is of the essence in this Agreement.
3.4 Each task under this contract will be inspected and accepted prior to installation
of any meter.
3.5 Final inspection and acceptance by City's Representative will not be made until all
Work under this Agreement is completed.
4. COMPENSATION OF CONTRACTOR
4.1 CONTRACT SUM; PAYMENT. For and in consideration of Contractor's
performance of the Work, Contractor will receive a guaranteed minimum of five (5) complete
meter base and ancillaries replacements, at the rate provided in the Contractor's bid. See
Appendix A for details. City's payment obligation will be subject to:
4.1.1 A reduction by any amount owed by Contractor to City at the time payment
of the Contract Sum is due; or
4.1.2 Additions and/or deletions by Change Order.
4.2 CONTRACTOR'S INVOICES. The Contractor may invoice weekly, such invoices
to show the number of meter base replacements, the number of meter base repairs and the
number of meter base inspections performed during that month. The cost of each task shall be
included on the invoice along with a weekly subtotal for each task. Finally a cumulative cost for
each task shall be included in each invoice.
4.3 REVIEW OF CONTRACTOR'S INVOICES. City's Representative will, within
seven (7) days after receipt of any Contractor's invoice, approve payment for such amount as
City's Representative determines is properly due, and notify Contractor in writing of the reasons
for any withholding of payment in whole or in part.
Construction Agreement
Page 2 of 11
15 February 2017
4.4 RETAINAGE. City will withhold ten percent (10%) retainage from each payment
to Contractor. Upon substantial completion of the Work, the City will release to Contractor all
retained amounts relating to the Work, less an amount equal to the reasonable value of any
remaining or incomplete items of Work. No interest shall accrue on retainage withheld by City.
4.5 PAYMENT BY CONTRACTOR
4.5.1 Contractor will promptly pay each person who supplies labor or materials to
Contractor upon receipt of payment from City, out of the amount paid to Contractor.
4.5.2 City will have no responsibility for the payment of money to a person or
entity who supplies labor or materials to Contractor.
4.5.3 A payment, or partial or entire use or occupancy of the Work by City, will not
constitute acceptance of any Work not in accordance with the requirements of the Contract
Documents.
4.5.4 If City is entitled to reimbursement or payment from Contractor under the
Contract Documents, Contractor will make the payment promptly upon demand by City.
Notwithstanding anything in the Contract Documents to the contrary, if Contractor fails promptly
to make any payment due City, or City incurs costs and expenses to cure any default of
Contractor or to correct defective Work, City will have an absolute right to offset the amount
against the Contract Sum and may, in City's sole discretion, either (1) deduct an amount equal
to the amount which is due City from any payment then or thereafter due Contractor from City,
or (2) issue a written notice to Contractor reducing the Contract Sum by an amount equal to the
amount which is due City.
4.6 FINAL COMPLETION AND FINAL PAYMENT. Upon receipt of a final Application
for Payment, City's Representative will determine whether the final work is acceptable to City.
City may withhold from the final payment to Contractor any amount that City determines is
necessary to render the Work acceptable to City under the Contract Documents.
5. ADMINISTRATION OF THE AGREEMENT
5.1 City's Representative will provide administration of this Agreement according to
Contract Documents. City's Representative will have authority to act on behalf of City only to
the extent provided in the Contract Documents. City may designate a new City's
Representative from time to time by written notice to Contractor.
5.2 CITY'S RIGHT TO STOP WORK. If Contractor fails to correct Work which is not
in accordance with the Contract Documents, City may direct Contractor in writing to stop the
Work until the correction is made.
Construction Agreement
Page 3 of 11
15 February 2017
5.3 EXTENT OF CITY RIGHTS.
5.3.1 The rights stated in this Section 5 and elsewhere in the Contract
Documents are cumulative and not in limitation of any rights of City (1) granted in the Contract
Documents, (2) at law, or (3) in equity.
5.3.2 In no event will City have control over, charge of, or any responsibility for,
means, methods, techniques, sequences or procedures, or for safety precautions and programs
in connection with the Work, notwithstanding any of the rights and authority granted City in the
Contract Documents.
6. PERFORMANCE OF THE WORK
6.1 EXECUTION OF THE AGREEMENT. Execution of the Agreement by Contractor
is a representation that Contractor has become familiar with local conditions under which the
Work is to be performed and has correlated personal observations with the requirements of the
Contract Documents. City will not be required to make any adjustment in either the Contract
Sum or Contract Time in connection with any failure by the Contractor to comply with the
requirements of this Paragraph
6.2 SUPERVISION OF THE WORK.
6.2.1 Contractor will supervise and direct the Work, using Contractor's best skill
and attention. Contractor will be solely responsible for and have control over means, methods,
techniques, sequences and procedures, and for coordinating all portions of the Work.
6.2.2 Contractor will be responsible to City for acts and omissions of
(1) Contractor's agents and employees, and (2) other persons or entities performing work under
a contract with the Contractor. Contractor will promptly remedy damage and loss to property
caused in whole or in part by Contractor, or by anyone for whose acts Contractor may be liable.
6.3 LABOR AND MATERIAL.
6.3.1 Unless otherwise provided in the Contract Documents, Contractor will
provide and pay for all labor, materials, equipment, tools, utilities, transportation and other
facilities and services necessary for proper execution and completion of the Work. All materials
furnished by Contractor shall be new and suitable for the intended purpose. Contractor may bill
the cost of material + 15% weekly, as that material is expended. Invoices, or copies of invoices,
showing the cost of materials shall be included with the billing.
6.3.2 Contractor will enforce strict discipline and good order among Contractor's
employees and other persons carrying out this Agreement. Contractor will not permit
employment of unfit persons or persons not skilled in tasks assigned to them.
6.4 TAXES. Contractor will pay all federal, state, and local taxes incurred by
Contractor and will require the payment of such taxes incurred by any Subcontractor or any
other persons in the performance of the Work.
Construction Agreement
Page 4 of 11
15 February 2017
6.5 PERMITS, FEES AND NOTICES
6.5.1 Contractor will obtain and pay for all permits, governmental fees, licenses
and inspections necessary for proper execution and completion of the Work.
6.5.2 Contractor will comply with and give notices required by agencies having
jurisdiction over the Work. If Contractor performs Work knowing it to be contrary to laws,
statutes, ordinances and rules and regulations without notice to City, Contractor will assume full
responsibility for such Work and will bear the attributable costs. Contractor will promptly notify
City in writing of any known inconsistencies in the Contract Documents with such laws, rules
and regulations.
6.5.3 Contractor will comply with all federal and state environmental statutes,
rules and regulations applicable to the Work.
6.6 COMPLIANCE WITH LAWS. Contractor will perform the Work in compliance with
all applicable laws, statutes, ordinances, rules and regulations.
6.7 ALASKA PREVAILING WAGE REQUREMENTS. None
6.8 SAFETY PRECAUTIONS AND PROGRAMS. Contractor will be responsible for
initiating, maintaining and supervising all safety precautions and programs with respect to
hazardous conditions that may arise in connection with the performance of the Work.
6.9 INSPECTION. City will have the right to reject defective workmanship or require
its correction. Rejected workmanship will be satisfactorily corrected. If Contractor fails to
proceed at once with the correction of defective workmanship, City may, by contract or
otherwise, terminate the right of Contractor to proceed, as provided by this Contract.
6.10 CORRECTION OF WORK. Contractor will promptly correct Work rejected by
City's Representative as failing to conform to the requirements of the Contract Documents.
Contractor will bear the cost of correcting such rejected Work.
6.11 USE OF SITES. Contractor will confine operations to areas permitted by law,
ordinances, permits, the Contract Documents and by the City.
6.12 CLEANING UP. Contractor will keep the Work and the surrounding area free
from accumulation of debris and trash related to the Work.
7. CHANGES IN THE WORK
7.1 In the event that Contractor encounters a condition giving rise to a change in the
Work, Contractor shall immediately notify City in writing of such condition. No allowance for an
extension of time or additional compensation shall be claimed by Contractor unless Contractor
shall have timely notified City of the condition and made written request for such allowance
within three (3) days after such condition was encountered.
Construction Agreement
Page 5 of 11
15 February 2017
7.2 Changes in the Work may be accomplished only by Change Order. City, without
invalidating the Contract, may order changes in the Work within the general scope of the
Contract consisting of additions, deletions or other revisions, with the Contract Sum and
Contract Time being adjusted accordingly. A change in the Contract Sum or the Contract Time
will be accomplished only by Change Order. Accordingly, no course of conduct or dealings
between the parties, nor express or implied acceptance of alterations or additions to the Work,
nor claim that the City has been unjustly enriched by any alteration or addition to the Work, will
be the basis of any claim to an increase in any amounts due under the Contract Documents or
a change in any time period provided for in the Contract Documents.
7.3 A Change Order will be a written order to Contractor signed by City's
Representative to change the Work, Contract Sum or Contract Time. Agreement on any
Change Order will constitute a final settlement of all matters relating to the change in the Work
which is the subject of the Change Order, including without limitation all direct and indirect costs
associated with the change and any and all adjustments to the Contact Sum and the
construction schedule. In the event a Change Order increases the Contract Sum, Contractor
will include the Work covered by such Change Orders in Contractor's invoices as if such Work
were originally part of the Contract Documents.
7.4 Delays beyond the control of Contractor shall include, but not be limited to, acts or
neglect by Owner, acts or neglect of utility owners or other contractors performing other work,
fires, floods, epidemics, abnormally severe weather conditions, or acts of God.
8. DISPUTES
8.1 Except as otherwise provided in this Agreement, any claim or dispute concerning
questions of fact which may arise under this Agreement will be presented in writing by
Contractor to City's Representative.
8.2 In presenting a claim, Contractor will clearly and specifically state: (1) the
Agreement provision under which the claim is made; (2) the Project item on which the claim is
based; and (3) the specific relief requested, including any additional time Contractor believes it
is entitled to.
8.3 If the amount of additional time cannot be readily ascertained at the time the claim
is submitted, such amounts will be submitted as soon as they are discernible. In any case, the
detailed claim, including all necessary supporting data, will be submitted to City's
Representative no later than thirty (30) days after completing the Project item of Work on which
the claim is based.
9. RIGHTS AND REMEDIES
9.1 EVENTS OF DEFAULT. The occurrence of any one or more of the following
events (regardless of the reason therefore) will constitute an "Event of Default" hereunder:
9.1.1 Contractor fails to fully comply with any provision of this Agreement,
including, but not limited to, failure to prosecute the Work.
Construction Agreement
Page 6 of 11
15 February 2017
9.1.2 A case or proceeding has been commenced against Contractor in a court
having competent jurisdiction seeking a decree or order in respect of Contractor (1) under
Chapter 7, 11, or 13 of Title 11 of the United States Code, as now constituted or hereafter
amended, or any other applicable federal, state, foreign bankruptcy or other similar law, (2)
appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official)
of Contractor or of any substantial part of Contractor's properties, or (3) ordering the winding -up
or liquidation of the affairs of Contractor, and in each instance such case or proceeding will
remain un-dismissed or un-stayed for sixty (60) consecutive days or such court will enter a
decree or order granting the relief sought in such case or proceeding.
9.1.3 Contractor (1) files a petition seeking relief under Chapter 7, 11, or 13 of
Title 11 of the United States Code, as now constituted or hereafter amended, or any other
applicable federal, state, foreign bankruptcy or other similar law, (2) consents to the institution of
proceedings thereunder or to the filing of any such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar
official) of Contractor or any substantial part of Contractor's properties, or (3) takes any
corporate action in furtherance of any such action.
9.2 REMEDIES. When any of the above occurs, City may without prejudice to any
other rights or remedies of, terminate employment of the Contractor and may:
9.2.1 take possession of the site and of all materials thereon owned by
Contractor; and
9.2.2 finish the Work by whatever reasonable method City may deem expedient.
9.3 PAYMENT UPON TERMINATION.
9.3.1 When City terminates this Agreement for one of the reasons stated in
Paragraph 9.1, Contractor will not be entitled to receive further payment until the Work is
finished.
9.3.2 If the unpaid balance of the Contract Sum exceeds costs of finishing the
Work, such excess will be paid to Contractor. If such costs exceed the unpaid balance,
Contractor will pay the difference to City. This obligation for payment will survive termination of
this Agreement.
9.4 NO WAIVER BY CITY. City's failure, at any time or times, to require strict
performance by Contractor of any provision of this Agreement will not waive, affect or diminish
any right of City thereafter to demand strict compliance therewith and performance thereof.
Any suspension or waiver by City of an Event of Default by Contractor under this Agreement
will not suspend, waive or affect any other Event of Default by Contractor under this Agreement
whether the same is prior or subsequent thereto and whether of the same or of a different type.
None of the undertakings, agreements, covenants, representations and warranties of
Contractor contained in this Agreement and no Event of Default by Contractor under this
Agreement will be deemed to have been suspended or waived by City, unless such suspension
Construction Agreement
Page 7 of 11
15 February 2017
or waiver is by an instrument in writing signed by City's Representative and directed to
Contractor specifying such suspension or waiver.
9.5 TERMINATION FOR CONVENIENCE. City may, at any time, terminate this
Agreement for City's convenience and without cause. Contractor shall be entitled to receive
payment for work executed, and costs incurred by reason of such termination. Contractor is
not entitled to lost profits for work not executed following a termination for City's convenience.
9.6 WRONGFUL TERMINATION. In the event it is found that the City improperly
terminated this Agreement following an alleged default, the sole remedy available to Contractor
will be those remedies available following a Termination for Convenience.
10. INSURANCE AND INDEMNIFICATION
10.1 CONTRACTOR'S INSURANCE REQUIREMENTS.
10.1.1 Contractor will provide evidence of insurance with a carrier or carriers
satisfactory to City covering injury to persons and/or property suffered by City or a third party, as
a result of operations which arise both out of and during the course of this Agreement by
Contractor. This coverage will also provide protection against injuries to all employees of
Contractor engaged in Work under this Agreement. The delivery to City of a written thirty (30)-
day notice is required before cancellation of any coverage or reduction in any limits of liability.
All insurance coverage procured by Contractor will be provided by insurance companies having
policyholder ratings no lower than "A" in the Best's Insurance Guide, in the latest edition in effect
as of the date of this Agreement, and subsequently in effect at the time of renewal of any
policies required by the Contract Documents.
10.1.2 Contractor will maintain in force at all times during the performance of Work
under this Agreement the following policies of insurance. Failure to maintain insurance may, at
the option of City, be deemed Defective Work and remedied in accordance with the Contract
Documents. Where specific limits and coverage are shown, it is understood that they will be the
minimum acceptable. The requirements of this paragraph will not limit the Contractor's
responsibility to indemnify under Paragraph 10.2.
10.1.2.1 Workers' Compensation Insurance: Contractor will provide and
maintain, for all employees of Contractor engaged in work under this Agreement, Workers'
Compensation insurance as required by AS 23.30.045, to include Employer's Liability
Protection in the amount of $1,000,000 per person/$1,000,000 per occurrence.
10.1.2.2 Comprehensive or Commercial General Liability Insurance will
cover all operations by or on behalf of Contractor and provide insurance for bodily injury and
property damage liability including coverage for: premises and operations, products and
completed operations, contractual liability insuring obligations assumed under Paragraph 10.2
broad form property damage and personal injury liability. The minimum limits of liability will be:
Construction Agreement
Page 8 of 11
15 February 2017
(1) If Contractor carries a Comprehensive General Liability policy, the limits of
liability will not be less than a Combined Single Limit for bodily injury, property damage
and Personal Injury Liability of $1,000,000 each occurrence/$1,000,000 aggregate.
(2) If Contractor carries a Commercial General Liability policy, the limits of liability
will not be less than $1,000,000 each occurrence (Combined Single Limit for bodily
injury and property damage), $1,000,000 for Personal Injury Liability, $1,000,000
aggregate for Products -Completed Operations and $1,000,000 general aggregate.
10.1.2.3 Automobile Liability Insurance: Such insurance will cover all
owned, hired and non -owned vehicles and provide coverage not less than that of the Business
Automobile Policy in limits not less than the following: $1,000,000 each occurrence (Combined
Single Limit for bodily injury and property damage).
10.1.3 Certificates of Insurance acceptable to City will be filed with City.
Certificates pertaining to Worker's Compensation, General Liability or Automobile Liability are
required for Award. Certificates for all other coverage will be provided before commencement of
the Work. Each Certificate of Insurance will contain the following statement: "This is to certify
that the policies described herein comply with all aspects of the insurance requirements of
(Contract Name and Project Number)." Acceptance by City of a deficient Certificate of
Insurance does not constitute a waiver of any requirement of insurance in the Contract
Documents.
10.1.4 Contractor's insurance will be endorsed to provide that the insurers and
underwriters on all policies waive their right of subrogation against City. Except for workers'
compensation coverage described at 10.1.2.1, City will be named additional insured on all
policies.
10.2 INDEMNIFICATION. To the fullest extent permitted by law, Contractor will
indemnify, defend, and hold harmless City, its agents and employees from and against claims,
damages, losses and expenses, including, but not limited to, attorneys' fees, arising out of or
resulting from performance of the Work, provided that such claim, damage, loss or expense is
attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible
property including losses of use resulting therefrom, but only to the extent caused in whole or in
part by negligent acts or omissions of Contractor, anyone directly or indirectly employed by
Contractor or anyone for whose acts Contractor may be liable, regardless of whether or not
such claim, damage, loss or expense is caused in part by a party indemnified hereunder.
10.3 SURVIVAL. Contractor's insurance and indemnity obligations hereunder will
survive termination of this Agreement.
11. MISCELLANEOUS
11.1 INTEGRATION. The Contract Documents represent the entire and integrated
Agreement between the parties and supersede prior negotiations, representations or
agreements, either written or oral. The Contract Documents may be amended or modified only
by a written agreement signed by Contractor and City.
Construction Agreement
Page 9 of 11
15 February 2017
11 .2 ASSIGNMENT City has entered into this Agreement in reliance on Contractor
unique abilities, and Contractoes obligations hereunder will for all purposes be regarded an
I
treated as personal services and will not be assignable by Contractor without City's piirior wrift
consent. I
11;.3 IRTERPRETATIOR. The rule of construction that terms of an agreement are
construed against the party that drafted the aapply to this Agreement.
11.4 INDEPENDENT CONTRACTOR. Contractor acts as an independent contractor
to City and is not an agent, partner, or joint venturer of City in the performance of this
Agreement.
11.5 SUCCESSORS. Subject t�o the limitation on assignment in Paragraph, 11.2, this
Agreement will be binding upon and will inure to the benefit of the respective heirs, successors,
and assigns of the parties hereto.
James Hunit, City Manager
DATE:
ATTEST:
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W=
(City Sea])
11 111 11 11
OWN
Marathon Electric, LLC
'w
ri Elhard
Business Agent
NATE: 13 March 2018
Construction Agreement
Page 10cat" 11
12 March 2018