HomeMy WebLinkAboutAG-S-125 with Pacific Power Group, LLC - Generator Output Voltage ChecksCITY OF AUBURN
THIS AGREEMENT rude and entered into by and between the City of Auburn, a
municipal corporation of the State of Washington, hereinafter referred to as "City" and Pacific
Power Group, LLC, 1221 29th Street NW, Suite D, Auburn, WA 98001, hereinafter referred to
as the "Provider,°
In consideration of the mutual promises contained in this Agreement, the parties agree as
follows:
1. Sop of Servlce
The Provider agrees to perform the tasks described on Exhibit "A", The Provider will be
responsible to provide work products and services of a quality and professional standard
acceptable to the City. The Providerwill, without additional compensation, ,correct or revise
any negligent errors, omissions or other deficiencies In Its plans, designs, drawings,
specification, reports and other services required, whether during or after the `Germ of this
Agreement, Any approval by the City of Provider's services will not in any way relieve the
Provider of responsibility for the accuracy and adequacy of its services,
. Additional ervlces
If additional services with respect to related work are required beyond those specified in the
Scope of Work, and not Included In the compensation listed In this Agreement, the parties
will amend this Agreement prior to the Provider performing the additional services, The
amendment will set for the mature, scope, and payment terms of the additional services,
However, if the time period for the completion of such services snakes execution of an
amendment Impractical prior to the commencement of the provider's performance, the
Provider agrees that it will perforin such additional services on the written request of an
authorised representative of the City pending execution of an Amendment subject to the
teens and conditions of this. Agreement except where the authorization provides to the
contrary. The invoice procedure for any such additional services will be as described i
Section 6 of this Agreement,
, ovideeRepresentations & Qgg ficatioms
The Provider represents and warrants that it has all necessary licenses and certifications to
perform the services provided for in the Agreement, and is qualified to perform those
services, Provider represents that the person signing this Agreement on behalf of Provider
has dil requisite authority to bind Provider to the terms and conditions of this Agreement,
4. Preva111ns
The provider shall comply with every provision of the Revised Code of Washington
Chapter 39.1 2, A copy of a Statement of Intent to Pay Prevailing Wages, approved by the
Industrial Statistician of the Department of labor & Industries, must be submitted to the
City prior to any payment for services rendered. An Affidavit of Wages Paid must be
received by the City prier to issuance of final payment, Should the tern of this agreement
Jo beyond one year, the wages that the Provider shall pay Its employees must be altered
annually to recognize and follow the most recently promulgated increases in prevailing
wages each year after the first year of the contract period,
Acs«8.125
ENG-230, Revised 10/20
Page 1 of 7
5. Compensatign
As compensation for the Provider's performance of the services provided for in this
Agreement, the City will pay the Provider the fees and costs specified in Exhibit "A", These
payments will be full compensation for work performed or services rendered and for all labor,
materials, supplies, equipment, overhead, profit, and incidentals necessary to complete the
work.
The Provider will monthly submit to the City an invoice or statement of time spent on tasks
included in the scope of work, and the City upon acceptance of the invoice or statement will
process the invoice or statement in the next billing/claim cycle, and will remit payment to the
Provider, subject to any conditions or previsions in this Agreement or Amendment, The
Agreement number must appear on all invoices submitted. Copies of original supporting
documents will be supplied to the City upon request,
The not -to -exceed amount for this agreement is $84,84630. The Provider will not undertake
any worst or otherwise financially obligate the City In excess of this amount without prior
written authorization.
Compensation to be paid the Provider in succeeding years after the current year will be
contingent upon availability of funds.
. Time for Performance and 'term of A regiment
The Provider will not begin any work under this Agreement until authorized in writing by the
City. The terra of this Agreement commences on the later date of the Parties execution of
this Agreement, as reflected on the signature page. The provider will perform the services
in accordance with the direction and scheduling provided on Exhibit "A" unless otherwise
agreed to in writing by the parties. All work performed under this Agreement will be
completed by December 31, 2021.
Termination for cause. Either party may terminate this Agreement upon written notice to
the other party if the other party fails substantially to perform in accordance with the terms
of this Agreement through no fault of the party terminating the Agreement. The notice will
identify the reason(s) for termination, and specify the effective date of termination. In the
event of a default by Provider, City may suspend all payments otherwise due to Provider
and the City will have no further obligations to Provider.
Termination for Convenience. The City may terminate this Agreement upon not less than
seven (7) days written notice, which shall contain the effective date of termination, to the
Provider, If this Agreement is terminated through no fault of the Provider, the Provider will
be compensated for services performed prior to termination. This payment shall fully satisfy
and discharge the City of all obligations and liabilities owed the Provider, who shall not be
liable for any anticipated profits or other consequential damages resulting from the
termination.
Upon receipt of a termination notice, the Provider will promptly discontinue all services
affected and deliver to the City all data, drawings, specifications, reports, summaries, and
such other information and materials as the provider may have accumulated, prepared, or
obtained In performing this Agreement, whether fully or partially completed.
All rights and remedies provided In this Section are not exclusive of any other rights or
remedies that may be available to the City, whether provided by Law, equity, in any rather
agreement between the parties or otherwise.
AGmmf 26
IVO -230, Revised 101 20
Page 2 of 7
7. 0wrrerbii and Use of Documents
Alt documents, reports, memoranda, diagrams, sketches, plans, surveys, design
calculations, working drawings and any other materials created or otherwise prepared by
the Provider as part of his performance of this Agreement (the "Work Products") will be
owned by and become the property of the City, may be used by the City for any purpose
beneficial to the City, and are subject to the requirement of the Public Records Act, 42.55
RW, The Provider acknowledges that the Agreement, and documents provided in
connection with this Agreement, become a public record and may be subject to inspection
and copying, unless the Information is declared by law to be confidential or Is otherwise
exempted from public records disclosure requirements. The Provider agrees to give its
fullest assistance to the City in identifying, locating, and copying any records in the
Provider's possession that are responsive, as determined by the City in its sole discretion,
to a Public Records Act request received by the Clty,
Records Inspection and Audit
All compensation payments will be subject to the adjustments for any amounts found upon
audit or otherwise to have been improperly invoiced, and all records and books of accounts
pertaining toanywork performed under this Agreement will be subject to inspection and
audit by the City for a period of up to three (3) years from the final payment for work
performed under this Agreement, if any litigation, claim, dispute, or audit is initiated before
the expiration of the three (3) pear period, all records and books of account pertaining to
any work performed under this Agreement will be retained until all litigation, claims, disputes,
r audit are finally resolved.
Continuation of Eerformmance
in the event that any dispute or conflict arises between the parties while this Contract is in
effect, the Provider agrees that, Notwithstanding such dispute or conflict, the Provider shall
continue to make a good faith effort to cooperate and continue work toward successful
completion of delivery of services and responsibilities,
10. Inlnndeven ent Contractor
The Provider will perform the services as an independent contractor and will not be deermed,
by virtue of this Agreement and performance of its provisions, to have entered into any
partnership, joint venture, employment or other relationship with the City. Nothing in this
Agreement creates any contractual relationship between the Provider's employee, agent, or
subcontractor and the City.
11, dm'nistratiom of reermnt
This Agreement shall be administered by Michael D. Bourn, on behalf of the Provider, and
by the mayor of the City, or designee, on behalf of the City. Any written notices required
by the terms of this Agreement shall be served on or mailed to the following addresses:
jly of Auburn
Lisa Moore
Facilities Manager
25 West Maim Street
Auburn, WA 98001-4998
Phone: 253-288-3158
E-mail: Imooreauburnwa.gov
Aim -S-125
ENCS -230, revised 10120
Page 3 of 7
Pacific Power Qr L
Michael D, Bourn
Sr. Business Development Manager
1221 291h Street NW, Suite D
Auburn, WA 95001
Phone: 350-535-3850
-mail: rnbournpacificpowergroup.corn
12. Notices
A(i notices or communications permitted or required to be given under this Agreement will
be in writing and will be deemed to have been duly given if delivered in person or sent by
regular mail, postage prepaid, [by certified mail, return receipt requested,] and addressed,
if to a party of this Agreement, to the address for the party set forth above. If addressed to
a non-party, the notice will be sent, in the foregoing manner, to the address designated by
a party to this Agreement,
Either party may change its address by giving notice in writing to the other party.
13. Insurance
The Provider shall procure and maintain for the duration of this Agreement, insurance
against claims for injuries to persons or damage to property which may mise from or in
connection with the performance of the work hereunder by the Provider, or the Provider's
agents, representatives, employees, or subcontractors.
Provider's maintenance of insurance as required by the Agreement shall not be construed
to limit the liability of the Provider to the coverage provided by such insurance, or
otherwise limit the City's recourse to any remedy available at law or in equity.
The Service Provider shall obtain insurance of the types described below:
a, Automobile Liability insurance, covering all owned, non -owned, fired and leased
vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01
or a substitute form providing equivalent liability coverage, Provider shall maintain
automobile Insurance with minimum combined single limit for beadily injury and property
damage of $1,000,000 per accident,
b, Commercial General Liability Insurance shall be written on ISO occurrence form
CG 00 01 and shall cover liability arising from premises, operations, independent
contractors, products -completed operations, stop gap liability, personal injury and
advertising injury, and Ii ability.asumed under an insured contract. The Commercial
General liability insurance shall be endorsed to provide a per project aggregate limit
using ISO form CG 25 03 05 00 or equivalent endorsement. There shall be no
exclusion for liability arising from explosion, collapse or underground property damage,
The City shall be named as an insured Linder the Provider's Commercial General
Liability insurance policy with respect to the work performed for the City using ISO
Additional insured endorsement CG 20 1010 01 and Additional Insured -Completed
Operations endorsement CG 20 37 10 01 or substitute endorsements providing
equivalent coverage, Commercial General Liability insurance shall be written with
limits no less than $1,OOO,O00 each occurrence, $2,000,000 general aggregate, and a
$2,0OO,O00 products -completed operations aggregate limit.
c, Worker's Compensation coverage as required by the Industrial Insurance laws of the
State of Washington.
The insurance policies are to contain, or be endorsed to contain, the following provisions
for Automobile liability and Commercial General Liability insurance;
a. The Provider's insurance coverage shall be primary insurance as respects the City,
Any insurance, self-insurance, or Insurance pool coverage maintained by the City shall
be excess of the Provider's insurance and shall not contribute with It.
AGms..t 25
ENG -233, Revised 10/20
Page 4 of 7
b. The Provider shall provide the Public Entity and all Additional insureds for this work
with written notice of any policy cancellation within two business days of their receipt of
such notice,
Insurance Is to be placed with an authorized Insurer in Washington ;Mate, The insurer
must have a current A.M. Best rating of not less than A:VII.
Provider shall furnish the City with certificates of insurance and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured endorsement,
evidencing the insurance requirements of the provider before commencement of the work.
The City reserves the right to rewire that complete, certified copies of all required
insurance policies be submitted to the City at any tune. The City will pay no progress
payments under Section 7 until the provider has fully complied with this :section.
If the Contractor maintaina.higher insurance limits than the minimums shown above, the
Public Entity shall be insured for the full available limits of Commercial General and
Excess or Umbrella liability maintained by the Contractor, irrespective of whether such
limits maintained by the Contractor are greater than these required by this contract or
whether any certificate -of insurance furnished to the Public Entity evidences limits of
liability lower than those maintained by the Contractor.
Failure on the part of the Contractor to maintain the insurance as required shall constitute
a material breach of contract, upon which the Public Entity may, after diving five business
days' notice to the Contractor to correct the breach, Immediately terminate the contract or,
at its discretion, procure or renew such insurance and pay any and all premiums in
connection therewith, with any suers so expended to be repaid to the Public Entity on
demand, or at the sole discretion of the Public Entity, offset against funds due the
Contractor from the Public Entity,
14. Inderrrnificationthlold Harrhess
The Provider shall defend, indemnlfy and hold the City and Its officers, officials,
employees, and volunteers harmless frog» any and all claims, injuries, damages, losses, or
suits including attorney fees, arising out of or in connection with the performance of this
Agreement, except for injuries and damages caused by the sole negligence of the City,
Should a court: of competent jurisdiction determine that this Agreement is subject to pW
4,24.11 5, then, in the event of liability for damages arising out of bodily injury to persons or
damages to property caused by or resulting from the concurrent negligence of the Provider
and the City, its officers, officials, employees, and volunteers, the Provider's liability
hereunder shall be only to the extent of the Provider's negligence, It is further specifically
and expressly understood that the Indemnification provided herein constitutes the
Provider's waiver of Immunity under Industrial Insurance, Title 51 RCW, solely for the
purposes of this indemnification. This waiver has been mutually negotiated by the parties.
The provisions of this section shall survive the expiration or termination of this Agreement.
15, Aa is nment
Neither party to this Agreement shall assign any right or obligation hereunder in whole or
in part, without the prior written Consent of the other party hereto. No assignment or
transfer of any interest under this Agreement shall be deemed to release the assignor from
any liability or obligation under this Agreement, or to cause any such liability or obligation
to be reduced to a secondary liability or obligation,
AG -S-126
NG -230, Revised 10120
Purge 5 of 7
16, Nondiscrimination,
The Provider may not discriminate regarding any services or activities to which this
Agreement may apply directly or through contractual, hiring, or other arrangements on the
grounds of race, color, creed, religion, national origin, sex, age, or where there is the
presence of any sensory, mental or physical handicap.
17. Amendment, Modification or Waiver -
No amendment, modification, or waiver of any condition, provision, or terra of this
Agreement will be valid or of any effect unless made in writing, signed by the party or parties
to be bound, or the party's or parties' duly authorized representative(s) and specifying with
particularity the nature and extent of such amendment, modification or waiver. Any waiver,
approval or acceptance, or payment by any party will not affect or impair that party's rights
arising from any default by the other party.
18. Parties in Interest
This Agreement shall be binding upon, and the benefits and obligations provided for herein
shall inure to and bind, the parties hereto and their respective successors and assigns,
provided that this section shall not be deemed to permit any transfer or assignment
otherwise prohibited by this Agreement. This Agreement is for the exclusive benefit of the
parties hereto and it does not create a contractual relationship with or exist for the benefit
of any third party, including contractors, sub -contractors and their sureties,
1. Farce Ma_Lur
Any delay in the perfon°nance of any obligation under this Agreement shall be excused, if
and so long as the performance of the obligation is prevented, delayed or otherwise
hindered by any act not within the control of a party such as fire, cyber/ranomware attack,
earthquake, flood, explosion, actions of the elements, riots, mob violence, strikes,
pandemic, lockouts, and emergency orders of the state or federal government.
20. Applicable Lgw_
This Agreement and the rights of the parties will be governed by with the laws, regulations,
and ordinances of the City, of the State of Washington, and King County. Venue for any
action involving this agreement will be in the county in which the property or project is located,
and if not site specific, then in King County.. It is agreed that any applicable statute of limitation
will cornmence no later than the substantial completion by the Provider of the services.
21. captions a ieadings and titles
All captions, headings or titles in the paragraphs or sections of this Agreement are inserted
for convenience of reference only and will not constitute a pari of this Agreement or act as
a limitation of the scope- of the particular paragraph or sections to which they apply, Where
appropriate, the singular will Include the plural and vice versa and masculine, feminine and
neuter expressions will be interchangeable, Interpretation or construction of this Agreement
will not be affected by any determination as to who is the drafter of this Agreement, this
Agreement having been drafted by mutual agreement of the parties.
22, Severable Provisions
Each provision of this Agreement is intended to be severable. If any provision is illegal or
Invalid for any reason, such illegality or invalidity will not affect the validity of the remaining
provisions,
AG -S-126
ENG -230, revised 10/20
mage 6 of 7
23. Entire Agreement
This Agreement together with any subsequent amendments or addendums contains the
entire understanding of the parties in respect to the transactions contemplated and
supersedes all prior representations, agreements and understandings between the parties,
either oral or written. No other understandings, oral or otherwise, regarding this Agreement
shall bind any party.
24. Non -Availability of Funds
Every obligation of the City underthis Agreement is conditioned upon the availability of funds
appropriated or allocated for the performance of such obligation; and if funds are not
allocated and available for the continuance of this Agreement, then this Agreement may be
terminated by the City at the end of the period for which funds are available, without the
seven (7) days' notice provided by Section 6. No liability will accrue to the City in the event
this provision is exercised, and the City will not be obligated or liable for any future payments
or damages as a result of termination under this Section.
25. Counterparts
This Agreement may be executed in multiple counterparts, each of which will be one and
the same Agreement and will become effective when one or more counterparts have been
signed by each of the parties and delivered to the other party,
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective the day and year first set forth above.
CITY OF AUBURN
Approved as to form:
Kendra Comeau, City Attorney
AG -S-125
ENG -230, Revised 10/20
Page 7 of 7
PACIFIC POWER GROUP, LLC
Signature �✓
Name: Michael D. Bourn
r- DTMM- 01#11=11111�
Federal Tax ID No: x-11537 .
Signature:
Name:
Title:
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