Project No. 23008 2023 Street Markings Contract CONTRACT
BETWEEN THE CITY OF SALINA, KANSAS
and
HEARTLAND TRAFFIC SERVICES INC.
for
CONSTRUCTION OF PUBLIC IMPROVEMENTS
This Contract is entered into,x1/1¢ Z S ,2023 by and between the City of Salina,Kansas,(the"City")
and HEARTLAND TRAFFIC SERVICES INC.,a Kansas Corporation(the"Contractor").
Recitals
A. The City desires to contract for the construction of public improvements described as 2023 STREET
MARKINGS(the"Project")in compliance with federal,state,and local regulations.
B. The Contractor has the requisite qualifications and experience to construct the Project for the City and desires
to perform those services pursuant to the terms of this Contract.
The parties,in consideration of the mutual promises set forth in this Contract,agree and covenant:
1. Definitions. Except as otherwise provided herein, capitalized words used in this Contract shall have the
meanings indicated in the General Clauses.
2. Contract Documents. This Contract,together with the following documents and any Change Orders issued
after execution of this Contract,shall comprise the"Contract Documents"for the Project:
Mark with"X"if applicable:
Request for Bids
Instructions to Bidders
Bid Form
Performance Bond
Statutory Payment Bond
Specifications
Drawings
General Clauses X
Notice to Proceed(to be issued) X
Certificate of Completion(to be issued) X
Other:
There are no Contract Documents other than those above listed.
3. Responsibilities and Representations of the Parties.
3.1. Responsibilities. The parties agree to perform the responsibilities outlined in the Contract
Documents.
3.2. Representations. In order to induce the City to enter into this Contract, the Contractor represents
that it has: (a)examined and carefully studied the Contract Documents and the other related data identified in the
Contract Documents;(b)visited the Site and become familiar with and is satisfied as to the general, local,and Site
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conditions that may affect cost,progress and performance of the Work;and(c)become aware of the general nature of
work to be performed by Owner and others at the Site that relates to the Work as indicated in the Contract Documents.
4. Schedule and Completion Times.
4.1. Time is of the Essence. All of the time limits for Milestones,if any, Substantial Completion,and
completion and readiness for final payment as stated in the Contract Documents are of the essence of this Contract.
4.2. Completion Times. The Work will be substantially completed,and completed and ready for final
payment in accordance with the General Clauses, on or before the date(s) or within the time(s) specified in the
Contractor's Bid.
4.3. Liquidated Damages. The parties recognize that the City will suffer financial loss if the Work is not
completed on or before the date(s)or within the time(s)specified in the Contractor's Bid,plus any extensions thereof
allowed in accordance with the General Clauses. The parties also recognize the delays, expense, and difficulties
involved in proving in a legal proceeding the actual loss suffered by the City if the Work is not completed on time.
Therefore,for each day that expires after the time specified in the Contractor's Bid for Substantial Completion until
the Work is substantially complete as fixed in the certificate of Substantial Completion,and for each day that expires
after the time specified in the Bid for completion and readiness for final payment until the Work is completed and
ready for final payment as fixed in the certificate of final completion,the Contractor agrees to pay liquidated damages
to the City in the amount of$100.00,in accordance with the General Clauses.
5. Payment. The City shall pay the sum or sums due the Contractor, at stated intervals and in the amounts
certified by the City Manager, or his designated representative, in accordance with the provisions of the General
Clauses and the Contractor's Bid.
6. Insurance Requirements.
6.1. Types and Amount of Coverage.The Contractor agrees to obtain insurance coverage as specified in
the General Clauses,and shall not make any material modification or change from these specifications without the
prior approval of the City. If the Contractor subcontracts any of its obligations under this Contract,the Contractor
shall require each such subcontractor to obtain insurance coverage as specified in the General Clauses. Failure of the
Contractor or its subcontractors to comply with these requirements shall not be construed as a waiver of these
requirements or provisions and shall not relieve the Contractor of liability.
6.2. Rating.All insurance policies shall be issued by insurance companies rated no less than A-VII in
the most recent"Bests" insurance guide, and admitted in the State of Kansas. Except as otherwise specified in the
General Clauses, all such policies shall be in such form and contain such provisions as are generally considered
standard for the type of insurance involved.
6.3. Certificate of Insurance. The parties acknowledge that the Contractor has provided the City with a
certificate of insurance listing the City as the Certificate Holder and evidencing compliance with the insurance
requirements in this Contract. The City reserves the right to require complete certified copies of all insurance policies
procured by the Contractor pursuant to this Contract, including any and all endorsements affecting the coverage
required hereunder.
7. Injury to Persons or Damage to Property. The Contractor acknowledges responsibility for any injury to
person(s)or damage to property caused by its employees or agents in the performance of its duties under this Contract
and shall immediately notify the City's Risk Management Department at(785)309-5705 in the event of such injury
to person(s)or damage to property.
8. Indemnification. To the fullest extent permitted by law, the Contractor shall defend, indemnify and hold
harmless the City,its agents,representatives,officers,officials and employees from and against all claims,damages,
losses and expenses(including but not limited to attorney fees and court costs)attributable to bodily injury,sickness,
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disease, death,or injury to, impairment, or destruction of property, including loss of use resulting therefrom,to the
extent that such claims,damages,losses,and expenses relate to,arise out of,or are alleged to have resulted from the
wrongful acts,errors,mistakes,omissions,or defective work or services of the Contractor, its employees,agents,or
any tier of subcontractors in the performance of this Contract.
9. Voluntary Termination. See General Clauses.
10. Default. See General Clauses.
11. Remedies. See General Clauses.
12. Non-Assignable. Due to the unique qualifications and capabilities of the Contractor, neither the rights nor
responsibilities provided for under this Contract shall be assignable by either party,either in whole or in part.
13. Notices. All notices required or permitted to be given pursuant to this Contract shall be in writing and
delivered personally or sent by registered or certified mail, return receipt requested, or by generally recognized,
prepaid,commercial courier or overnight air courier service. Notice shall be considered given when received on the
date appearing on the return receipt,but if the receipt is not returned within five(5)days,then three(3)days after mailed,
if sent by registered or certified mail or commercial courier service;or the next business day,if sent by overnight air
courier service. Notices shall be addressed as appears below for each party,provided that if any party gives notice of a
change of name or address,notices to the giver of that notice shall thereafter be given as demanded in that notice.
CITY OF SALINA,KANSAS CONTRACTOR
City Clerk Heartland Traffic Services Inc.
Attn: Daniel R.Stack,P.E.,City Engineer 626 N.47th Street
P.O.Box 736 Kansas City,KS 66102
Salina,KS 67402-0736
14. Retention and Inspection of Records. The Contractor shall maintain complete, accurate, and clearly
identifiable records with respect to all costs and expenses incurred under this Contract. The records shall be
maintained during the term of this Contract,and for a period of three(3)years from the date of final payment under
this Contract(the"Retention Period");provided,however,that if any litigation,claim or audit is commenced prior to
the expiration of the Retention Period,then the Retention Period shall be extended until all litigation,claims or audit
findings have been completely terminated or resolved,without right of further appeal. During the Retention Period,
the Contractor shall allow a representative of the City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to,or arising under,this Contract. The
City agrees to responsibly utilize all information obtained pursuant to this paragraph for the purposes of reviewing,
confirming, and verifying the nature and amount of all costs and expenses incurred under this Contract. The City
agrees to take reasonable precautions not to disclose such information outside the scope of those stated purposes,
subject to the Kansas open records act or other applicable law.
15. Non-appropriation. The City is subject to Kansas budget and cash basis laws,and operates on a calendar
fiscal year. In the event that this Contract involves financial obligations spanning multiple fiscal years for the City,it
is subject to annual appropriation by the City's governing body for future fiscal years. If the City's governing body
does not appropriate the funds necessary to fulfill the City's financial obligations pursuant to this Contract,the City
shall so notify the other parties to this Contract and this Contract shall be null and void for purposes of the fiscal
year(s)affected by the decision of the governing body not to appropriate.
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16. Relationship. It is expressly understood that Contractor in performing services under this Contract,does so
as an independent contractor. The City shall neither have nor exercise any control or direction over the methods by
which Contractor performs its services hereunder. The sole interest and responsibility of the City is to see that the
services covered by this Contract are performed and rendered in a competent, efficient, and satisfactory manner.
Contractor shall be exclusively responsible for all taxes,withholding payments,employment-based benefits,deferred
compensation plans, including but not limited to its workers compensation and social security obligations, and the
filing of all necessary documents,forms,or returns pertinent to the foregoing.
17. Subcontracting. See General Clauses.
18. Compliance with Applicable Law.Contractor shall comply with all applicable federal,state,and local law
in the performance of this Contract.
19. Equal Opportunity.
(a) In conformity with the Kansas act against discrimination and Chapter 13 of the Salina Code,the Contractor and
its subcontractors,if any,agree that:
(1) The Contractor shall observe the provisions of the Kansas act against discrimination and Chapter 13 of the
Salina Code and in doing so shall not discriminate against any person in the performance of work under
this Contract because of race,sex,religion,age,color,national origin,ancestrydisability;
g gg or
(2) The Contractor shall include in all solicitations, or advertisements for employees, the phrase "equal
opportunity employer,"or a similar phrase to be approved by the city's human relations director;
(3) If the Contractor fails to comply with the manner in which the Contractor reports to the Kansas human
rights commission in accordance with the provisions of K.S.A. 44-1031 and amendments thereto, the
Contractor shall be deemed to have breached this Contract and it may be canceled, terminated or
suspended,in whole or in part,by the City;
(4) If the Contractor is found guilty of a violation of Chapter 13 of the Salina Code or the Kansas act against
discrimination under a decision or order of the Salina human relations commission or the Kansas human
rights commission which has become final,the Contractor shall be deemed to have breached this Contract
and it may be canceled,terminated or suspended,in whole or in part,by the City;
(5) The Contractor shall not discriminate against any employee or applicant for employment in the
performance of this Contract because of race, sex, religion, age, color, national origin, ancestry or
disability;and
(6) The Contractor shall include similar provisions in any subcontract under this Contract.
(b) The provisions of this section shall not apply to this Contract if the Contractor:
(1) Employs fewer than four employees during the term of this Contract;or
(2) Contracts with the City for cumulatively$5,000 or less during the City's calendar fiscal year.
20. Administration of Contract. All references in this Contract requiring the City's participation or approval shall
mean the participation or approval of the City Manager or his designee,unless otherwise provided herein.
21. Attorney Fees. If any suit or action is instituted by either party hereunder,including all appeals,the prevailing
party in such suit or action shall be entitled to recover reasonable attorney fees and expenses from the non-prevailing party,
in addition to any other amounts to which it may be entitled.
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22. Right to Independent Legal Advice. The Contractor understands and acknowledges the right to have this
Contract reviewed by legal counsel of the Contractor's choice.
23. Applicable Law;Venue. This Contract and its validity,construction and performance shall be governed by the
laws of Kansas. In the event of any legal action to enforce or interpret this Contract,the sole and exclusive venue shall be
in the Saline County,Kansas District Court.
24. Interpretation. This Contract shall be interpreted according to its fair meaning,and not in favor of or against
any party.
25. Time. Time is of the essence of this Contract. No extension will be granted unless in writing and signed by the
parties. Should the end of a time period fall on a legal holiday that termination time shall extend to 5:00 p.m.of the next
full business day.
26. Severability. The unenforceability,invalidity,or illegality of any provision of this Contract shall not render the
other provisions unenforceable,invalid,or illegal.
27. Authority and Consent to Transaction. Each party represents to the other that the person executing this
Contract has full and legal authority to bind such party to the terms of this Contract,and that the execution and delivery
of this Contract have been duly and validly authorized by the governing body of each party.
28. Persons Bound. This Contract shall extend to and bind the heirs,executors,administrators,trustees,successors
and authorized assigns of the parties hereto.
29. Counterparts. This Contract may be executed in any number of counterparts,each of which shall be deemed
an original,or in multiple originals,and all such counterparts or originals shall for all purposes constitute one agreement.
30. Amendments. Neither this Contract nor any of its terms may be changed or modified,waived,or terminated
except by an instrument in writing signed by an authorized representative of the party against whom the enforcement of
the change,waiver,or termination is sought.
31. Waiver. No failure or delay by a party hereto to insist on the strict performance of any term of this Contract,or
to exercise any right or remedy consequent to a breach thereof,shall constitute a waiver of any breach or any subsequent
breach of such term. No waiver of any breach hereunder shall affect or alter the remaining terms of this Contract,but each
and every term of this Contract shall continue in full force and effect with respect to any other then existing or subsequent
breach thereof.
32. Conflict Resolution. No interpretation of this Contract shall be allowed to find the City has agreed to binding
arbitration.
33. No Third Party Beneficiaries. Solely the parties to this Contract shall have rights and may make claims under
this Contract. There are no intended third party beneficiaries under this Contract,and no third parties shall have any rights
or make any claims hereunder.
34. Typewritten or Handwritten Provisions.Typewritten or handwritten provisions inserted or attached.and
initialed by all parties,shall supersede all conflicting printed provisions.
35. Feminine-Masculine,Singular-Plural.
Wherever used,singular shall include the plural,plural the singular,and use of any gender shall include all genders.
36. Headings. The headings of the sections of this Contract are included for the purposes of convenience only
and shall not affect the interpretation of any provision hereof.
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37. Mercer Clause. These terms are intended by the parties as a complete,conclusive and final expression of all the
conditions of their Contract. No other promises, statements, warranties,agreements or understandings.oral or written,
made before or at the signing thereof,shall be binding unless in writing and signed by all parties and attached hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their authorized
representatives.
CITY OF SALINA,KANSAS HEARTLAND TRAFFIC SERV ES INC.
By: Michael D.Schrage,City Manager Signe By:
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