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Home My WebLink AboutR-2023-015 Approving the 1st Amended Agreement with RooflinkRESOLUTION NO. R-2023-015 A RESOLUTION APPROVING THE 1ST AMENDED AGREEMENT WITH ROOFLINK, LLC RELATED TO SPECIAL INSPECTIONS WHEREAS, the City issued a request for bids for the construction of improvements for the Riverside Public Safety Building (Project No. 537-086) ('Project"); and WHEREAS, the project bid includes roofing of the Public Safety Building and provided that the City would hire a third -party roof inspector, and WHEREAS, the Board of Aldermen entered into an agreement with Roofiink, LLC to perform the roof inspections by approved Resolution 2022-049 on June 7' , 2022; WHEREAS, the parties desire to amend the existing agreement to provide for additional inspections. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: THAT the 1" Amended Agreement between the City and Roofiink, LLC related to special inspections attached hereto in its substantial form, is hereby approved and the Mayor is authorized to execute the Agreement on behalf of the City; and FURTHER THAT the Mayor, the City Administrator, and other appropriate City officials are hereby authorized to take any and all actions as may be deemed necessary or convenient to carry out and comply with the intent of this Resolution and to execute and deliver for and on behalf of the City all certificates, instruments, agreements, and other documents, as may be necessary or convenient to perform all matters herein authorized. PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside Missouri the 7' day of February 2023. 'Klathleen L. Rose, Mayor _ ATTf Robin Kincaid,. City Clerk 18' AMENDED AGREEMENT This 1sT Amended Agreement ("Agreement") is entered between Rooflink, LLC (the "Service Provider") and the City of Riverside, Missouri, a Missouri municipal corporation (the "City"), effective on the date last signed by the parties ("Effective Date"). In consideration of the promises and mutual covenants between the parties and for other good and valuable consideration the receipt of which is acknowledged by the parties, they agree as follows. 1. Scope of Services and Compensation. The Service Provider shall provide the Project Services and receive compensation as described in Exhibit A. 2. Insurance. Service Provider shall file with the City evidence of liability insurance that is consistent with the amounts set forth below. A policy of insurance for Commercial General Liability Coverage shall be provided in the aggregate amount of not less than $2,000,000 for all claims arising out of a single accident or occurrence and $1,000,000 for any one person in a single accident or occurrence. The City shall be listed as an additional insured. The Service Provider shall obtain and maintain Workers' Compensation Insurance for a limit of $500,000 for all their respective employees. The Service Provider hereby indemnifies the City for any damage resulting to it from failure of the Service Provider to obtain and maintain such insurance as described in this section. The Service Provider shall provide the City with a certificate of insurance indicating coverage prior to beginning work. 3. Relationship of Parties. Nothing herein shall be construed to create an employer - employee relationship. All services performed pursuant to this Agreement shall be performed by the Service Provider as an independent contractor. 4. Entire Agreement; Governing Law. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and negotiations with respect thereto. This Agreement may be amended only by a written instrument signed by all parties. This Agreement shall be governed by the laws of the State of Missouri. In the event this Agreement is litigated, venue shall be proper only in the Circuit Court of Platte County, Missouri. 5. Assignment. Neither the City nor the Service Provider shall assign any rights or duties under this Agreement without the prior written consent of the other party, which consent may be granted or withheld in such other party's absolute discretion. 6. No Third Party Rights. The provisions of this Agreement shall not be deemed to create any third party benefit hereunder for any member of the public or to authorize any one, not a party hereto, to maintain suit pursuant to the terms of this Agreement. 7. Counterparts. This Agreement may be executed in separate counterparts. 8. Termination. Failure of the Service Provider to fulfill its obligations under this Agreement in a timely and satisfactory manner in accordance with the description of services set forth in Exhibit A, shall constitute a breach of the Agreement, and the City shall thereupon have the right to immediately terminate the Agreement without further recourse. 9. Indemnification and Hold Harmless. Service Provider shall defend, indemnify and hold harmless City and its officers, agents, employees, elected or appointed officials, and attorneys, each in their official and individual capacities, from and against judgments, damages, losses, expenses, including reasonable attorneys' fees, to the extent caused by the negligent acts, errors, omissions, or willful misconduct of Service Provider, or its employees, in the performance of Service Provider's duties under this Agreement, or any supplements or amendments thereto. This section shall survive termination. 10. Work Authorisation Affidavit. Service Provider shall execute the attached affidavit. 11. Waiver. No waiver shall be effective unless in writing and signed by the waiving party. A waiver by a party of a breach or failure to perform this Agreement shall not constitute a waiver of any subsequent breach or failure. 12. Amendment. Except as otherwise set forth in this Agreement, any amendments to this Agreement shall be in writing and signed by both parties. 13. Force Majeure. If either party's performance under this Agreement is prevented, hindered or delayed by reason of any cause beyond the party's reasonable control that cannot be overcome by reasonable diligence, including war, acts of terrorism, civil disorders, labor disputes ( other than strikes within such party's own labor force), governmental acts, epidemics, quarantines, embargoes, fires, earthquakes, storms, or acts of Cod, such party shall be excused from performance to the extent that it is prevented, hindered or delayed thereby, during the continuances of such cause; and such party's obligations hereunder shall be excused so long as and to the extent that such cause prevents or delays performance. 12. Interpretation. Both parties have had the opportunity to review this Agreement with legal counsel, and any ambiguity found in this Agreement shall not be construed in a party's favor on the basis that the other party drafted the provision containing the ambiguity. IN WITNESS WHEREOF, the Service Provider and the City have executed this Agreement as of the Effective Date. Service Provider: City of Riverside, Missouri: By: ,1fwk Br. I Name: ✓ASo,J L. -I (a.CDI /z2 Title: �if r^K'oar Name: lf2 i�r_ s Zu. L • oSG Title: /✓rA✓o i Date: tJA..34 ZoZ3 Date: �E�? Z023 EXHIBIT A Project Services Provide special inspection services below for the Public Safety Building Project. Provide full time roof inspections while the roofing contractor is installing roofing or sheet metal products from the time of commencement to the time of completion each day. Ensure the roofing contractor is installing the roof system and components per written specifications and detail drawings. Provide detailed daily reports including information on the work performed that day, weather conditions, and photos of the work conducted. Compensation shall be $1500 per day, not to exceed $45,000. Amended to: Compensation shall be $1,500 / day not to exceed 33 days for regular daily inspections. A subtotal of daily inspections of not to exceed $49,500. Additionally, $2,250 compensation shall be provided for the pre -final inspection in February 2023 and the final inspection / roof scan in March 2023. A total not to exceed amount of $51,750. Reports will be sent via email direct to the owners' representative within 1 business day of the works completion each day. All unforeseen issues regarding the installation of the roofing assembly, building design, or safety will be reported immediately once Service Provider has. been made aware of it. AFFIDAVIT for WORK AUTHORIZATION On File