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HomeMy WebLinkAboutItem 06.rOctober 2, 2015 Item No. AWARDING A CONTRACT FOR THE REINFORCEMENT OF THE AIRLAKE AND GEORGETOWN WAY CELL TOWERS October 5, 2015 City Council Meeting Proposed Action Staff recommends adoption of the following motion: Move to award the contract for the structural reinforcement of the City's Airlake and Georgetown Way cell towers to One Way Building Services. Passage of this motion will authorize One Way Building Services to structurally reinforce the Airlake and Georgetown Way cell towers according to the contract documents. Overview The City of Lakeville owns monopole cell towers within the Airlake Industrial Park and on Georgetown Way. The City was approached by representatives of T -Mobile, Verizon and AT&T requesting to upgrade their equipment on the monopoles. A structural analysis was completed that indicated both monopoles were at or over capacity and would need to be structurally reinforced to carry the new equipment. Reinforcing the monopoles consists of welding metal bands along the length of the pole to strengthen the overall structure and increase its loading capacity. T -Mobile, Verizon and AT&T have agreed to pay all design, bidding, construction and inspection costs associated with reinforcing the monopoles to allow their new equipment to be installed. A Monopole Modification Agreement was approved by all the carriers and the City Council in July. According to the agreement, escrows to cover the cost of reinforcing the monopoles must be submitted by the carriers prior to the commencement of work. The cost to reinforce the Airlake monopole is $132,326.15. The cost to reinforce the Georgetown Way monopole is $41,727.33. Primary Issues to Consider • None. Supporting Information • Bids submitted by One Way Building Services • Copy of the Airlake and Georgetown Way Contracts e'-1. 4,' G.'4K'uennen, Assistant City Administrator Financial Impact: none Budgeted: Y/N Y Source: Related Documents (CIP, ERP, etc.): Envision Lakeville Community Value: Good Value for Public Services Specifications and Requirements September 14, 2015 BID FORM STRUCTURAL REINFORCEMENT OF THE GEORGETOWN WAY CELL TOWER The undersigned declares that he/she has fully examined the Specification and other Contract Documents as prepared by the City of Lakeville Administration Department and Ulteig Engineering on file in the City Administration office, all of which are fully understood and hereby agreed to. Prices should include applicable Minnesota sales tax. Structural Reinforcement of the Georgetown Way Cell Tower op-rroIV ' // C /C07 - In 0 4 11 C0%mof„ Z�tl l ce'1 L � . COST PER QUANTITY EXTENDED UNIT PRICE TOTAL 2,01/0,00 4, C" 5- v 0 - y.3ti2,00 :50 , 00 �� 5" % S".• 20 Sales Tax (7. /z s-% 2 +l 7 5-, 3 3 TOTAL BID I K/, 7j7, , 33 THE CONTRACTOR ACKNOWLEDGES RECEIPT OF THE FOLLOWING ADDENDA: ADDENDUM DATE Ont IA/t,,, 9,:.1 -i a4 q FIRM �� // IA:cs 1c % U e- ! 'o, ADDRESS CITY/STATE/ZIP A/ 4f7eS041'- STATE OF INCORPORATION TELEPH�N UMBER AUTHO RIZED'SI G NATU RE TYPED/PRINTED NAME AND TITLE (� 10 CONTRACT: STRUCTURAL REINFORCEMENT OF THE GEORGETOWN WAY CELL TOWER CONTRACT FOR THE STRUCTURAL REINFORCEMENT OF THE GEORGETOWN WAY CELL TOWER THIS AGREEMENT made this day of by and between the CITY OF LAKEVILLE, hereinafter referred to as the "City", and ONE WAY BUILDING SERVICES hereinafter referred to as the "Contractor". THE CITY AND THE CONTRACTOR, FOR THE CONSIDERATION HEREINAFTER STATED, AGREE AS FOLLOWS: 1. SCOPE OF SERVICES. The scope of services is detailed in the Contract Documents but generally consist of the structural reinforcement of the Georgetown Way Cell Tower. The Contractor agrees to perform the services as detailed in the Contract Documents. 2. 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: A. This document entitled "Contract for the Structural Reinforcement of the Georgetown Way Cell Tower". B. Instructions to Bidders C. General Specifications D. Technical Specifications E. Contractor's Bid If there is a conflict among the provisions of the Contract, 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 "E" having the last priority. 3. OBLIGATIONS OF THE CONTRACTOR. The Contractor agrees that the work contemplated by the Contract shall be fully and satisfactorily completed in accordance with the terms of the Contract Documents. 4. PAYMENT. A. The City agrees to pay and the Contractor agrees to receive and accept payment in accordance with the prices quoted, which is inclusive of sales tax, for a total of $41,727.33, as set forth in the completed Bid Form. Payment to the Contractor shall be made monthly based on work completed and submission and approval of an invoice. Payments to Subcontractor. Pursuant to Minn. Stat. § 471.25, Subd. 4a, the Contractor must pay any subcontractor within 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 1'/2 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. 5. INDEMNIFICATION. A. The Contractor shall indemnify, defend and hold harmless the City and its officials, agents, representatives, and employees from any loss, claim, liability and expense (including reasonable attorney's fees and expenses of litigation) with respect to: (a) Worker's Compensation benefits payable on account of injury or death to any Contractor employee or to any employee of Contractor's subcontractors, where the injury or death arises out of or is in any way related to the work performed or to be performed under the Contract; (b) claims for personal injury, death, or property damage or loss asserted by a Contractor or subcontractor or any of their officers, agents, representatives, or employees where the injury, death, damage, or loss arises out of or is in any way related to the work performed or to be performed under the Contract; and (c) claims for personal injury, death, or property damage or loss as asserted by third -parties at the work site, where the claim is based in the whole or in any part on, or is in any way related to, any act or omission by Contractor, or Contractor's subcontractors, agents, employees or delegates. B. Contractor shall agree that the indemnities stated above shall be construed and applied in favor of indemnification. To the extent permitted by law, the stated indemnities shall apply regardless of any strict liability or negligence attributable to the City and regardless of the extent to which the underlying harm is attributable to the negligence or otherwise wrongful act or omission (including breach of contract) of Contractor, its subcontractors, agents, employees or delegates. Contractor also agrees that if applicable law limits or precludes any aspect of the stated indemnities, then the indemnities will be considered limited only to the extent necessary to comply with that applicable law. The stated indemnities continue until all applicable statutes of limitations have run. C. If a claim arises within the scope of the stated indemnity, the City may require Contractor to furnish a written acceptance of tender of defense and indemnity from Contractor's insurance company. Contractor will take the action required by City within fifteen (15) days of receiving notice from City. 6. RIGHTS AND REMEDIES. A. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the City or the Contractor shall constitute a waiver of any right or duty afforded by any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 7. GOVERNING LAW. The Contract shall be governed by the laws of the State of Minnesota. 8. INSURANCE. Prior to commencing work on the Contract, the Contractor shall furnish the City a certificate of insurance. The Contractor shall furnish and maintain during the project such public liability and property damage insurance as shall protect Contractor and any subcontractors performing work covered by the Contract from claims for damages by Workers Compensation Statute, and from claims for property damages or personal injury which may arise from operations under this Contract, whether such operations are by Contractor or by an subcontractor or anyone directly or indirectly employed by either of them and the amounts of insurance shall be as follows: A. Workers Compensation — as provided in the applicable law. B. Comprehensive Public: Liability — Personal Injury - $2,000,000.00 Property Damage - $2,000,000.00 C. Comprehensive Automobile: Liability — Personal Injury - $2,000,000.00 Property Damage - $2,000,000.00 All insurance policies (or riders) required by this Contract shall be (i) taken out by Contractor and maintained with responsible insurance companies organized under the laws of one of the states of the United States and qualified to do business in the State of Minnesota, (ii) shall contain a provision that the insurer shall not cancel or revise coverage thereunder without giving written notice to Contractor as an insured party and to City as an additional insured at least thirty (30) days before cancellation or revision becomes effective, (iii) shall name Contractor as an insured party and City as an additional insured; (iv) shall be evidenced by a Certificate of Insurance listing City as an additional insured which shall be filed with the City. 9. PERFORMANCE AND PAYMENT BONDS. Within fifteen (15) calendar days after the execution of this contract and before any work or services are rendered, the Contractor shall furnish a performance bond and payment bond each in the amount of the Total Bid insuring the faithful performance of the Contract and payment of all obligations arising thereunder pursuant to Section 574.26 of the Minnesota Statutes. If the bonds are not submitted within the time frame, then the Contract shall be considered void and the City may elect to collect the bid bonds or security as liquidated damages. 10. TERM. The completion of Option One/100% structural improvement of the Georgetown Way cell tower shall be complete no later than December 31, 2015. 11. SUPPLIES, EQUIPMENT, AND INCIDENTALS. The City and Contractor agree that the Contractor shall furnish any and all supplies, equipment, and incidentals necessary for Contractor's performance of this Contract. 12. TERMINATION WITHOUT CAUSE BY CITY. The City reserves the right to terminate Contractor at will immediately without cause at any time within the term of this Contract. In the event of such termination, the City shall provide Contractor written notice of termination and upon receipt of same, Contractor shall immediately cease and desist Contractor's provision of services under this Contract and City shall have no further obligation under this Contract to pay any further compensation to Contractor except for compensation due and owing for services prior to Contractor's receipts of the written notice of termination. 13. INDEPENDENT CONTRACTOR. City and Contractor agree that Contractor, while engaged in carrying out and complying with the terms and conditions of this Contract and the provision of services thereunder, shall be considered at all times an independent contractor and not an officer, employee, or agent of the City. City and Contractor further agree that Contractor shall not at any time or in any manner represent that Contractor or any of the Contractor's agents or employees are in any manner agents or employees of the City. City and Contractor further agree that Contractor shall be exclusively responsible under this Contract for Contractor's own FICA payment, workers compensation payments, unemployment compensation payments, withholding amounts, and/or self-employment taxes or other taxes if any such payments, amounts, or taxes are required to be paid by law or regulations. 14. WRITTEN NOTICE OR OTHER CORRESPONDENCE. Any written notice or other correspondence to be provided by or between the City and the Contractor in accordance with this Contract shall be hand delivered or mailed by registered or certified mail to the following address: CITY: City of Lakeville 20195 Holyoke Avenue Lakeville, Minnesota 55044 CONTRACTOR: 15. WAIVER OF DEFAULT. Any waiver by City of a default under the provisions of this Contract by Contractor shall not operate or be construed as a waiver of a subsequent default by the Contractor. No waiver shall be valid unless in writing and signed by the Mayor and the City Administrator on behalf of the City. 16. NO ASSIGNMENT OR SUBCONTRACTING. The City and Contractor agree that the services to be rendered by the Contractor under this Contract are unique and personal. Accordingly, the Contractor may not assign or subcontract out any of the Contractor's rights or any of the Contractor's duties or obligations under this Contract. 17. INVALIDITY OF PROVISIONS. If any term or provision of this Contract or any application hereof to any person or circumstances, shall to any extent be invalid or unenforceable, the remainder of this Contract or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be effected hereby and each term and provision of this Contract shall be valid and be enforced to the fullest extent permitted by law. 18. DATA PRACTICES/ RECORDS. A. All data created, collected, received, maintained, or disseminated for any purpose in the course of this Contract is governed by the 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. B. All books, records, documents, and accounting procedures and practices of the Contractor and its subcontractors, if any, relative to this Contract are subject to examination by the City. 19. COPYRIGHT. Contractor shall defend actions or claims charging infringement of any copyright by reason of the use or adoption of any designs, drawings or specifications supplied by it, and it shall hold harmless the City from loss or damage resulting there from. 20. 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 City. If no such agreement is made or filed as noted, the Contractor shall indemnify and hold harmless the City 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 services agreed to be performed under the contract, and shall indemnify and defend the City for any costs, liability, expenses and attorney's fees that result from any such infringement. 21. WARRANTY. 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. 22. CHANGE ORDERS. Without invalidating the Contract, the City may, at any time or from time to time, order additions, deletions, or revisions in the Work; these will be authorized by Change Orders. Upon receipt of a Change Order, the Contractor shall proceed with the work involved. Changes in the Contract Price shall be based on the Bid Unit Prices. 23. ENTIRE AGREEMENT. This instrument herein contains the entire and only agreement between the parties and no oral statement or representation or prior written matter not contained in this instrument shall have any force and effect. This Contract shall not be modified in any way except by writing executed by both parties. 24. DISCRIMINATION. Contractor agrees to comply with Minnesota Statute 181.59 that states: Subsection A. That, in the hiring of common or skilled labor for the performance of any work under any contract, or any subcontract, no contractor, material supplier or vendor, shall, by reason of race, creed, or color, discriminate against the person or persons who are citizens of the United States or resident aliens who are qualified and available to perform the work to which the employment relates; Subsection B. That no contractor, material supplier, or vendor, shall, in any manner, discriminate against, or intimidate, or prevent the employment of any person or persons identified in clause (1) of this section, or on being hired, prevent, or conspire to prevent the person or persons from the performance of work under any contract on account of race, creed, or color; Subsection C. That a violation of this section is a misdemeanor; and Subsection D. That this contract may be canceled or terminated by the state, county, city, town, school board, or any other person authorized to grant the contracts for employment, and all money due, or to become due under the contract, may be forfeited for a second or any subsequent violation of the terms or conditions of this contract. 25. BACKGROUND CHECKS. The City must receive from the Contractor and each Contractor's employee written authorization permitting the City of Lakeville Police Department to perform a criminal history background check and further authorize the Police Department to release the information obtained to the Lakeville City Council, City Administrator and other appropriate employees. The City reserves the right to deny access to City facilities to those Contractors or Contractor's employees that it deems inappropriate. STATE OF MINNESOTA ) ( ss. COUNTY OF CITY OF LAKEVILLE BY: Matt Little, Mayor AND: Charlene Friedges, City Clerk CONTRACTOR: BY: Its The foregoing instrument was acknowledged before me this day of , 2015, by Matt Little and by Charlene Friedges, respectively the Mayor and the City Clerk of the City of Lakeville, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted by its City Council. STATE OF MINNESOTA ) ( ss. COUNTY OF ) NOTARY PUBLIC The foregoing instrument was acknowledged before me this 2015, by the a corporation. NOTARY PUBLIC corporation day of , of , on behalf of the 7 Specifications and Requirements September 14, 2015 BID FORM STRUCTURAL REINFORCEMENT OF THE AIRLAKE CELL TOWER The undersigned declares that he/she has fully examined the Specification and other Contract Documents as prepared by the City of Lakeville Administration Department and Ulteig Engineering on file in the City Administration office, all of which are fully understood and hereby agreed to. Prices should include applicable Minnesota sales tax. Structural Reinforcement of the COST PERQUANTITY EXTENDED TOTAL Airlake Cell Tower UNIT PRICE o P- o,Jo 2 < 9c�% InUb`.' IbLc� f � Y1 mctra�( Laho 2 Sales Tax TOTAL BID THE CONTRACTOR ACKNOWLEDGES RECEIPT OF THE FOLLOWING ADDENDA: ADDENDUM DATE Dae- Wets rv:C'e_S FIRM ADDRESS l ab 1-10(- . P" /V CITY/STATE/ZIP STATE OF INCORPORATION N,c-22 � y Z - 5 �e1-2 TELEPHONE NUMBER � —4 / c-, AUTHORIZED SIGNATURE g1 2,�yc. ao i2, 00 C�Gir�� SeGjr��� r©�en�:c�Sd�'%�mce�ZJ TYPED/PRINTED NAME AND TITLE 10 CONTRACT: STRUCTURAL REINFORCEMENT OF THE AIRLAKE CELL TOWER CONTRACT FOR THE STRUCTURAL REINFORCEMENT OF THE AIRLAKE CELL TOWER THIS AGREEMENT made this day of by and between the CITY OF LAKEVILLE, hereinafter referred to as the "City", and ONE WAY BUILDING SERVICES hereinafter referred to as the "Contractor". THE CITY AND THE CONTRACTOR, FOR THE CONSIDERATION HEREINAFTER STATED, AGREE AS FOLLOWS: 1. SCOPE OF SERVICES. The scope of services is detailed in the Contract Documents but generally consist of the structural reinforcement of the Airlake Cell Tower. The Contractor agrees to perform the services as detailed in the Contract Documents. 2. 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: A. This document entitled "Contract for the Structural Reinforcement of the Airlake Cell Tower". B. Instructions to Bidders C. General Specifications D. Technical Specifications E. Contractor's Bid If there is a conflict among the provisions of the Contract, 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 "E" having the last priority. 3. OBLIGATIONS OF THE CONTRACTOR. The Contractor agrees that the work contemplated by the Contract shall be fully and satisfactorily completed in accordance with the terms of the Contract Documents. 4. PAYMENT. A. The City agrees to pay and the Contractor agrees to receive and accept payment in accordance with the prices quoted, which is inclusive of sales tax, for a total of $132,326.15, as set forth in the completed Bid Form. Payment to the Contractor shall be made monthly based on work completed and submission and approval of an invoice. Payments to Subcontractor. Pursuant to Minn. Stat. § 471.25, Subd. 4a, the Contractor must pay any subcontractor within 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 1'/2 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. 5. INDEMNIFICATION. A. The Contractor shall indemnify, defend and hold harmless the City and its officials, agents, representatives, and employees from any loss, claim, liability and expense (including reasonable attorney's fees and expenses of litigation) with respect to: (a) Worker's Compensation benefits payable on account of injury or death to any Contractor employee or to any employee of Contractor's subcontractors, where the injury or death arises out of or is in any way related to the work performed or to be performed under the Contract; (b) claims for personal injury, death, or property damage or loss asserted by a Contractor or subcontractor or any of their officers, agents, representatives, or employees where the injury, death, damage, or loss arises out of or is in any way related to the work performed or to be performed under the Contract; and (c) claims for personal injury, death, or property damage or loss as asserted by third -parties at the work site, where the claim is based in the whole or in any part on, or is in any way related to, any act or omission by Contractor, or Contractor's subcontractors, agents, employees or delegates. B. Contractor shall agree that the indemnities stated above shall be construed and applied in favor of indemnification. To the extent permitted by law, the stated indemnities shall apply regardless of any strict liability or negligence attributable to the City and regardless of the extent to which the underlying harm is attributable to the negligence or otherwise wrongful act or omission (including breach of contract) of Contractor, its subcontractors, agents, employees or delegates. Contractor also agrees that if applicable law limits or precludes any aspect of the stated indemnities, then the indemnities will be considered limited only to the extent necessary to comply with that applicable law. The stated indemnities continue until all applicable statutes of limitations have run. C. If a claim arises within the scope of the stated indemnity, the City may require Contractor to furnish a written acceptance of tender of defense and indemnity from Contractor's insurance company. Contractor will take the action required by City within fifteen (15) days of receiving notice from City. 6. RIGHTS AND REMEDIES. A. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the City or the Contractor shall constitute a waiver of any right or duty afforded by any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 7. GOVERNING LAW. The Contract shall be governed by the laws of the State of Minnesota. 8. INSURANCE. Prior to commencing work on the Contract, the Contractor shall furnish the City a certificate of insurance. The Contractor shall furnish and maintain during the project such public liability and property damage insurance as shall protect Contractor and any subcontractors performing work covered by the Contract from claims for damages by Workers Compensation Statute, and from claims for property damages or personal injury which may arise from operations under this Contract, whether such operations are by Contractor or by an subcontractor or anyone directly or indirectly employed by either of them and the amounts of insurance shall be as follows: A. Workers Compensation — as provided in the applicable law. B. Comprehensive Public: Liability — Personal Injury - $2,000,000.00 Property Damage - $2,000,000.00 C. Comprehensive Automobile: Liability — Personal Injury - $2,000,000.00 Property Damage - $2,000,000.00 All insurance policies (or riders) required by this Contract shall be (i) taken out by Contractor and maintained with responsible insurance companies organized under the laws of one of the states of the United States and qualified to do business in the State of Minnesota, (ii) shall contain a provision that the insurer shall not cancel or revise coverage thereunder without giving written notice to Contractor as an insured party and to City as an additional insured at least thirty (30) days before cancellation or revision becomes effective, (iii) shall name Contractor as an insured party and City as an additional insured; (iv) shall be evidenced by a Certificate of Insurance listing City as an additional insured which shall be filed with the City. 9. PERFORMANCE AND PAYMENT BONDS. Within fifteen (15) calendar days after the execution of this contract and before any work or services are rendered, the Contractor shall furnish a performance bond and payment bond each in the amount of the Total Bid insuring the faithful performance of the Contract and payment of all obligations arising thereunder pursuant to Section 574.26 of the Minnesota Statutes. If the bonds are not submitted within the time frame, then the Contract shall be considered void and the City may elect to collect the bid bonds or security as liquidated damages. 10. TERM. The completion of Option Two/90% structural improvement of the Airlake cell tower shall be complete no later than December 31, 2015. 11. SUPPLIES, EQUIPMENT, AND INCIDENTALS. The City and Contractor agree that the Contractor shall furnish any and all supplies, equipment, and incidentals necessary for Contractor's performance of this Contract. 12. TERMINATION WITHOUT CAUSE BY CITY. The City reserves the right to terminate Contractor at will immediately without cause at any time within the term of this Contract. In the event of such termination, the City shall provide Contractor written notice of termination and upon receipt of same, Contractor shall immediately cease and desist Contractor's provision of services under this Contract and City shall have no further obligation under this Contract to pay any further compensation to Contractor except for compensation due and owing for services prior to Contractor's receipts of the written notice of termination. 13. INDEPENDENT CONTRACTOR. City and Contractor agree that Contractor, while engaged in carrying out and complying with the terms and conditions of this Contract and the provision of services thereunder, shall be considered at all times an independent contractor and not an officer, employee, or agent of the City. City and Contractor further agree that Contractor shall not at any time or in any manner represent that Contractor or any of the Contractor's agents or employees are in any manner agents or employees of the City. City and Contractor further agree that Contractor shall be exclusively responsible under this Contract for Contractor's own FICA payment, workers compensation payments, unemployment compensation payments, withholding amounts, and/or self-employment taxes or other taxes if any such payments, amounts, or taxes are required to be paid by law or regulations. 14. WRITTEN NOTICE OR OTHER CORRESPONDENCE. Any written notice or other correspondence to be provided by or between the City and the Contractor in accordance with this Contract shall be hand delivered or mailed by registered or certified mail to the following address: CITY: City of Lakeville 20195 Holyoke Avenue Lakeville, Minnesota 55044 CONTRACTOR: 15. WAIVER OF DEFAULT. Any waiver by City of a default under the provisions of this Contract by Contractor shall not operate or be construed as a waiver of a subsequent default by the Contractor. No waiver shall be valid unless in writing and signed by the Mayor and the City Administrator on behalf of the City. 16. NO ASSIGNMENT OR SUBCONTRACTING. The City and Contractor agree that the services to be rendered by the Contractor under this Contract are unique and personal. Accordingly, the Contractor may not assign or subcontract out any of the Contractor's rights or any of the Contractor's duties or obligations under this Contract. 17. INVALIDITY OF PROVISIONS. If any term or provision of this Contract or any application hereof to any person or circumstances, shall to any extent be invalid or unenforceable, the remainder of this Contract or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be effected hereby and each term and provision of this Contract shall be valid and be enforced to the fullest extent permitted by law. 18. DATA PRACTICES/ RECORDS. A. All data created, collected, received, maintained, or disseminated for any purpose in the course of this Contract is governed by the 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. B. All books, records, documents, and accounting procedures and practices of the Contractor and its subcontractors, if any, relative to this Contract are subject to examination by the City. 19. COPYRIGHT. Contractor shall defend actions or claims charging infringement of any copyright by reason of the use or adoption of any designs, drawings or specifications supplied by it, and it shall hold harmless the City from loss or damage resulting there from. 20. 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 City. If no such agreement is made or filed as noted, the Contractor shall indemnify and hold harmless the City 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 services agreed to be performed under the contract, and shall indemnify and defend the City for any costs, liability, expenses and attorney's fees that result from any such infringement. 21. WARRANTY. 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. 22. CHANGE ORDERS. Without invalidating the Contract, the City may, at any time or from time to time, order additions, deletions, or revisions in the Work; these will be authorized by Change Orders. Upon receipt of a Change Order, the Contractor shall proceed with the work involved. Changes in the Contract Price shall be based on the Bid Unit Prices. 23. ENTIRE AGREEMENT. This instrument herein contains the entire and only agreement between the parties and no oral statement or representation or prior written matter not contained in this instrument shall have any force and effect. This Contract shall not be modified in any way except by writing executed by both parties. 24. DISCRIMINATION. Contractor agrees to comply with Minnesota Statute 181.59 that states: Subsection A. That, in the hiring of common or skilled labor for the performance of any work under any contract, or any subcontract, no contractor, material supplier or vendor, shall, by reason of race, creed, or color, discriminate against the person or persons who are citizens of the United States or resident aliens who are qualified and available to perform the work to which the employment relates; Subsection B. That no contractor, material supplier, or vendor, shall, in any manner, discriminate against, or intimidate, or prevent the employment of any person or persons identified in clause (1) of this section, or on being hired, prevent, or conspire to prevent the person or persons from the performance of work under any contract on account of race, creed, or color; Subsection C. That a violation of this section is a misdemeanor; and Subsection D. That this contract may be canceled or terminated by the state, county, city, town, school board, or any other person authorized to grant the contracts for employment, and all money due, or to become due under the contract, may be forfeited for a second or any subsequent violation of the terms or conditions of this contract. 25. BACKGROUND CHECKS. The City must receive from the Contractor and each Contractor's employee written authorization permitting the City of Lakeville Police Department to perform a criminal history background check and further authorize the Police Department to release the information obtained to the Lakeville City Council, City Administrator and other appropriate employees. The City reserves the right to deny access to City facilities to those Contractors or Contractor's employees that it deems inappropriate. STATE OF MINNESOTA ) ( ss. COUNTY OF CITY OF LAKEVILLE BY: Matt Little, Mayor AND: Charlene Friedges, City Clerk CONTRACTOR: BY: Its The foregoing instrument was acknowledged before me this day of , 2015, by Mayor Matt Little and by Charlene Friedges, respectively the Mayor and the City Clerk of the City of Lakeville, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted by its City Council. STATE OF MINNESOTA ) ( ss. COUNTY OF ) NOTARY PUBLIC The foregoing instrument was acknowledged before me this 2015, by the a corporation. NOTARY PUBLIC corporation day of , of , on behalf of the 7