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HomeMy Public PortalAbout034-2016 - Sanitary - Reynolds Plumbing - Plumbing ServicesAGREEMENT ORIGIN A L THIS AGREEMENT made and entered into this A day of V-rl 1 , 2016, and referred to as Contract No. 34-2016 by and between the City of Richmond, Indiana, a municipal corporation acting by and through its Board of Sanitary Commissioners (referred to as the "City"), and Reynolds Plumbing, Inc., 198 South 2" Street, Richmond, IN 47374 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor for HVAC/Plumbing Services for a period ending December 31, 2016, with an option to renew for year two (2), and year (3) with the term of year (3) ending on December 31, 2018. A Request for Quotes has been made available for inspection by Contractor, is on file in the office of the Department of Sanitation for the City of Richmond, consisting of two (2) typewritten pages, which is attached hereto and incorporated by reference herein as Exhibit "A". The response of Contractor to said Request for Quotes is attached hereto and incorporated by reference herein as Exhibit `B", consisting of two (2) typewritten pages. Should any provisions, terms, or conditions contained in any of the documents attached hereto and incorporated by reference herein as Exhibits, conflict with any of the provisions, terms, or conditions of this Agreement, this Agreement shall be controlling. The Contractor shall furnish all labor, material, equipment, and services necessary for the proper completion of all work specified. Contractor shall submit statements or bills monthly. No performance of services shall commence until the following has been met: 1. The City is in receipt of any required certificates of insurance and/or warranties; 2. The City is in receipt of any required affidavit(s) signed by Contractor in accordance with I.C. § 22-5-1.7-11(a)(2); and 3. A purchase order has been issued by the Purchasing Department. SECTION II. STATUS OF CONTRACTOR Contractor shall be deemed to be an independent contractor and is not an employee or agent of the City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the work. SECTION III. COMPENSATION City shall pay Contractor at the rates indicated in Exhibit `B" in an amount not to exceed Fifteen Thousand Dollars and 00/100 ($15,000.00). SECTION IV. TERM OF AGREEMENT This Agreement shall become effective when signed by all of the parties hereto and shall continue in effect until to an including December 31, 2016 with an option to renew for two (2) additional years with the expiration of the third (3rd) year ending on December 31, 2018, unless the parties Contract No. 34-2016 Page extend this Agreement by a written and signed Addendum. The Agreement shall automatically be renewed each year, unless, by written notice more specifically set forth in this Section below, is issued by either party to the other. Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part, for cause, at any time by giving at least thirty (30) days written notice specifying the effective date and the reasons for termination which shall include but not be limited to the following: a. failure, for any reason of the Contractor to fulfill in a timely manner its obligations under this Agreement; b. submission of a report, other work product, or advice, whether oral or written, by the Contractor to the City that is incorrect, incomplete, or does not meet reasonable professional standards in any material respect; c. ineffective or improper use of funds provided under this Agreement; d. suspension or termination of the grant funding to the City under which this Agreement is made; or e. unavailability of sufficient funds to make payment on this Agreement. This Agreement may also be terminated by either the City or the Contractor, in whole or in part, by mutual Agreement setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. This Agreement may also be terminated by either the City or the Contractor, without cause, by giving at least thirty (30) days written notice to the other party. In the event of termination of this Agreement, the City shall be required to make payment for all work performed prior to the date this Agreement is terminated, but shall be relieved of any other responsibility herein. SECTION V. INDEMNIFICATION AND INSURANCE Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or property or any other claims which may arise from the Contractor's conduct or performance of this Agreement, either intentionally or negligently; provided, however, that nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set forth below which may arise out of or result from the Contractor's operations under this Agreement, whether such operations by the Contractor or by any sub -contractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may be held responsible. Coverage Limits A. Worker's Compensation & Statutory Disability Requirements 2 1 Page B. Employer's Liability C. Comprehensive General Liability Section 1. Bodily Injury Section 2. Property Damage D. Comprehensive Auto Liability Section 1. Bodily Injury Section 2. Property Damage E. Comprehensive Umbrella Liability $100,000 $1,000,000 each occurrence $2,000,000 aggregate $1,000,000 each occurrence $1,000,000 each person $1,000,000 each occurrence $1,000,000 each occurrence $1,000,000 each occurrence $1,000,000 aggregate F. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence $2,000,000 aggregate SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall, before commencing work under this Agreement, provide the City a certificate of insurance, or a certificate from the industrial board showing that the Contractor has complied with Indiana Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore subject to another state's worker's compensation law, Contractor may choose to comply with all provisions of its home state's worker's compensation law and provide the City proof of such compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law. SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program. Contractor is not required to verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation within the thirty (30) day period provided above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement will be terminated. If the City determines that terminating this Agreement would be detrimental to the public interest or public property, the City may allow this Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated under this section, then pursuant to IC 22-5- 1.7-13 (c) the Contractor will remain liable to the City for actual damages. 3 1 Page SECTION VIH. IRAN INVESTMENT ACTIVITIES Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in investment activities in Iran. In the event Board determines during the course of this Agreement that this certification is no longer valid, Board shall notify Contractor in writing of said determination and shall give contractor ninety (90) days within which to respond to the written notice. In the event Contractor fails to demonstrate to the Board that the Contractor has ceased investment activities in Iran within ninety (90) days after the written notice is given to the Contractor, the Board may proceed with any remedies it may have pursuant to IC 5-22-16.5. In the event the Board determines during the course of this Agreement that this certification is no longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-22-16.5, the Board reserves the right to consider the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of the ninety (90) day period set forth above. SECTION IX. PROHIBITION AGAINST DISCRIMINATION A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting on behalf of Contractor or any sub -contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement, with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of race, religion, color, sex, disability, national origin, or ancestry. B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees: That in the hiring of employees for the performance of work under this Agreement of any subcontract hereunder, Contractor, any subcontractor, or any person acting on behalf of Contractor or any sub -contractor, shall not discriminate by reason of race, religion, color, sex, national origin or ancestry against any citizen of the State of Indiana who is qualified and available to perform the work to which the employment relates; That Contractor, any sub -contractor, or any person action on behalf of Contractor or any sub -contractor shall in no manner discriminate against or intimidate any employee hired for the performance of work under this Agreement on account of race, religion, color, sex, national origin or ancestry; That there may be deducted from the amount payable to Contractor by the City under this Agreement, a penalty of five dollars ($5.00) for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of the Agreement; and 4. That this Agreement may be canceled or terminated by the City and all money due or to become due hereunder may be forfeited, for a second or any subsequent violation of the terms or conditions of this section of the Agreement. C. Violation of the terms or conditions of this Agreement relating to discrimination or intimidation shall be considered a material breach of this Agreement. 4 1 Page SECTION X. RELEASE OF LIABILITY Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents of the same from all liability which may arise in the course of Contractor's performance of its obligations pursuant to this Agreement. SECTION XI. MISCELLANEOUS This Agreement is personal to the parties hereto and neither party may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other party. Any such delegation or assignment, without the prior written consent of the other party, shall be null and void. This Agreement shall be controlled by and interpreted according to Indiana law and shall be binding upon the parties, their successors and assigns. This document constitutes the entire Agreement between the parties, although it may be altered or amended in whole or in part at any time by filing with the Agreement a written instrument setting forth such changes signed by both parties. By executing this Agreement the parties agree that this document supersedes any previous discussion, negotiation, or conversation relating to the subject matter contained herein. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit arising out of this Contract must be filed in said courts. The parties specifically agree that no arbitration or mediation shall be required prior to the commencement of legal proceedings in said Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other action in any alternative forum, venue, or in front of any other tribunal, court, or administrative body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right Contractor may have to bring such suit in front of other tribunals or in other venues. Any person executing this Contract in a representative capacity hereby warrants that he/she has been duly authorized by his or her principal to execute this Contract. In the event of any breach of this Agreement by Contractor, and in addition to any other damages or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this Agreement, including but not limited to, City's reasonable attorney's fees. In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 5 1 Page IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the day and year first written above, although signatures may be affixed on different dates. its] W&i The City of Richmond, Indiana, by and through its Board of Sanitary Commissioners P6+, Mi*m, President Wieser ice President ns, Member Dated: 1 2W (o APPROVED: e now, Ma o Dated: L'1 - z' -( G "CONTRACTOR" Reynolds Plumbing, Inc. B: (Printed'):/ 1' 2 (r k61 Title: 1� Dated: ! — ?& ^ izp Page TABULATION On -Call HVAC/Plumbing Work for Richmond Sanitary District 2016, Option to renew 2017 & Option to renew 2018 NAME OF CONTRACTOR PILM61-oc-1 s ADDRESS &AM al a, CITY/STATE 17 • CERTIFICATE OF INSURANCE INCLUDED ( must meet the City of Richmond, IN requirements) YES V NO • E-VERIFICATION FORM FILLED OUT: • LOCAL PREFERENCE CLAIM: • IRAN INVESTMENT: 2016 Signing of Contract to December 31, 2016 Regular Hours 7:30am to 4:30pm Rate per Hour $� YES ✓ NO YES V NO YES NO L/ O/n � �D Weekend Rate — Saturday Rate per Hour $ V Sunday Rate per hour $ T 6D Holiday Rate — Rate per Hour $ - t 2017 Signing of Contract to December 31, 2017 Regular Hours 7:30am to 4:30 m Rate per Hour $ Qao O/T$ C V gut p av CIO Weekend Rate — Saturday Rate per Hour $ Sunday Rate per hour $ Holiday Rate — Rate per Hour $ Q 2018 Signing of Contract to December 31, 2018 Regular Hours 7:30am to 4:30pm Rate per Hour $ tv O/T� Weekend Rate —Saturday Rate per Hour $ U Sunday Rate per hour $ `� Holiday Rate — Rate per Hour $ qo 00 ACCO EIr CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 08/05/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: VanVleet Insurance Agency 1 Glen Miller Parkway PHONE FAX A/CAILNo Ext : (765)935-5655 aJc No :(765)935-6164 E-M ADDRESS: VanVleet(-MVanVieetinsurance.Com Richmond, IN 47374 INSURERS) AFFORDING COVERAGE NAIC # INSURERA:Erie Insurance Group INSURED Reynolds Plumbing Inc. INSURER B 198 South 2nd Street INSURERC: INSURERD: Richmond, IN 47374 INSURER E : INSURER F 4+Vvr-MAl3C3 GERTIFIGATE NUMFIFR• 01=1101nlr uueaoco. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADD INSD SUER WVD POLICY NUMBER POLICY EFF (MMIDDNYM POLICY EXP MMIDDIYYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑x OCCUR Q32 0621149 08106/2015 08/06/2016 EACH OCCURRENCE $ 1,000,00( AMA RENTED PREMISES Ea occurrence $ 1,000,00( MED EXP (Any one person) $ 5,00( PERSONAL&ADV INJURY $ 1,000,00( GEML X AGGREGATE LIMIT APPLIES PER: POLICY ❑ PRO- JECT LOC GENERALAGGREGATE $ 2,000,00( PRODUCTS -COMP/OPAGG $ 2,000,00( $ OTHER A AUTOMOBILE LIABILITY Q08 0640037 08/06/2015 08/06/2016 COMBINED SINGLE LIMIT Ea accident $ 1,000,001 X BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY Per accident ( ) $ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE Per accident $ $ A UMBRELLA LUf6 N OCCUR Q32 0670221 0810612015 08/06/2016 EACH OCCURRENCE $ 5,000,00, X AGGREGATE $ 5,000,001 EXCESS UAB CLAIMS -MADE DED I I RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS LIABILITY Y / N ANY PROPRIETOR/PARTNERIEXECUTIVE OFFICER/MEMBER EXCLUDED? IN I (Mandatory in NH) If yes, describe under NIA Q92 0600597 08/06/2015 08/06/2016 PER OTH- X I STATUTE ER E.L. EACH ACCIDENT $ 500,00( E.L. DISEASE - EA EMPLOYE $ 500,001 EL. DISEASE - POLICY LIMIT 1 $ 500,OC DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) CERTIFICATE HOLDER CANCELLATION City of Richmond 50 N 5th St Richmond IN 47374 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ' ACORD 26 (2014101) ©1988-2014 ACORD CORPORATION. All rights reserve The ACORD name and logo are registered marks of ACORD ARTICLE F INSTRUCTIONS TO BIDDERS INDEMNIFICATION, INSURANCE, AND PROTECTION OF LIVES -AND PROPERTY F.1 INDEMNIFICATION F. M' The contractor shall indemnify and hold harmless the City of Richmbnd and its officers and employees fro6 and against all'claims, damages, Iosses, expenses, including but not limited to attorney's fees, arising out of or resulting from the performance of the contract, provided that any such claim, damage, Ioss or expense (a) is attributable to bodily injury, 'sickness, disease or death, or to injury to or destruction of tangible property (other than goods, materials and equipment-i�inished under this contract) including the loss of use resulting there frown, and (b) is caused in whole or in part by, any negligent act or omission of the contractor, any -subcontractor, or anyone directly employed by any of them or anyone for whole acts any of them maybe liable, regardless of whether or not it is caused in part by a party indemnified hereunder. F. 1.2 In any and all claims against the City or -any of, is officers or employees by any employee of the contractor, any subcontractor, anyone directly of indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph G. 1 shall not be limited in any way by any limitation of the amount or type of damages, compensation or benefits payable by or for the contractor or any sub -contractor under worker's or workmen's compensation acts, disability benefit acts or other employee benefit acts. F.2 WORKER'S COMPENSATIONINSURANCE. F. 2.1 For contracts 'involving performance of work pursuant to the provisions of Indiana Code IC 22- 3-2-14 (a) bidders are required to furnish a certificate' from the Indiana Worker's Board showing that such bidder has complied with IC 22-3-2-5, 22-3-5-1 and IC 22-3-5-2. . F.3 INSURANCE. F. 3.1 The Contractor shall, as prerequisite to this Agreement, purchase and thereafter maintain such insurance as will protect him from the claims set forth below which may arise out of or result from the Contractor's operations under this Agreement, whether such operations by the Contractor or by any Sub -contractors or by anyone who directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. Coverage Limits. A. Worker's Compensation & Statutory Disability Reqw:rements B. Employer's Liability $100,000 C. Coinprehensive'General Liability Section 1. Bodily Injury $1,000,000' each occurrence $2,000,000 aggregate Section2. Property Damage $1,000,000 each occurrence F.3.1 (con't) D. Comprehensive Auto Liability Section 1. Bodily Injury Section 2. • Property Damage B. Comprehensive Umbrella Liability F. Malpractice/Errors & Omissions Insurance $1,000,000. each person $1,000,000 each occurrence $1,000;000 each occurrence $1,000,000 each occurrence $2,000,000 each aggregate .$1,000,000 per claim $4000,000 each aggregate E-Verify Requirements: Definitions: E-Ve ' Program — A electronic verification of work authorization program of the Illegal Immigration Reform. and Immigration Responsibility Act of 1996 (P.L. 104-208), Division C, Title IV,s.403 (a), as amended, operated by the United States Department of Homeland Security or successor work authorization program designated by the United States Depart of Homeland Security or other federal agency authorized to verify the work authorization status of newly hired employee under the Immigration Reform and control Act of 1986 (P.L. 99-603).T, ., No performance of services shall commence until the following has been met: 1. The City is in receipt of any required certificates of insurance; 2. The City is in receipt of any required affidavit signed by Contractor in accordance with Indiana Code 22-5-1.7-11 (a) (2); and 3. A purchase order has been issued by the Purchasing Department. ■KREERNNUXNNNNNNE XXXXKiXXZXWXWXZXWXWNXX■WXXWNNNNXXXXXXXOMnNNOXXXommunr » ■XXVonsownNMI COMPLIANCE WTTH M ANA E-VERIFY PROGRAM REQUIREMENTS Pursuant to Indiana Code 22.5.1,7, Contractor is required to enroll in and verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program. Contractor is not required to verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of the Agreement, Contractor shall provide to the City its signed Affidavit affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC 22-5-1.7 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation no later than thirty (3 0) days after the City notifies the Contractor of the violation. If the Contractor fails to remedy the violation within the thirty (30) day period provided above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement will be terminated. If the City determines that terminating this Agreement would be detrimental to the public interest or public property, the City may allow this Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages. ,Affidavit of. EmploymentEligibility Verification no. Contrantor, -� '1� of under- the .pdnal#ias of perjury that Contractor does not owingly. employ . una ' orized alien. ' If Contractor is self-employed and does not cif loy any employees, Contractor verifies he or size is a'Uuited States citizen or qualified alien, r The Contractor has not knowingly employed or, contracted with an unauthorized alien and'shall not retain' an employee or contract wish. • a person that the Contractor- subsequently learns is - an unauthorized alien. Pursaaat to Indiana Code 22-5-1.7, Contractor has enrolled in and verified the work eligibility status of all newly Hired employees of the contraciar through the Indiana E-Verify ProgT=- The Contractor has required Contractor's subcontractors to certify to the Contractor Thai the subcontractor does not knowingly employ or contract with. an .umauthorized alien and that the subcontractorhas enrolled and is parti.cipatizug in t o E;Verify program. The Contractor, Will maintain this certification throughout the duration of the term of a contract with a subcontractor. I hereby verify under the penalty ofperjmy that the foregoing siatenieut is true. Dated this Vhay of 24 • �priaie name) - _ " _ - IlZAN 1NVESndENT ACTIVITIES Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in investment activities in Iran. In the event City determines during the course of this Agreement that this certification is no longer valid, City shall notify Contractor in writing of said determination and shall give contractor ninety (90) days within which to respond to the written notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased investment activities in Iran within. ninety (90) days after the written notice is given to the Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In the event the City determines during the course of this Agreement that this certification is no longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of the ninety (90) day period set forth above.