HomeMy WebLinkAbout2025-0557 - - Thundering OAK Enterprises, Inc - Agreement for Services 11.2025 - Thundering OAK Enterprises, Inc. Docusign Envelope ID: 10440809-794B-4AD4-935B-3F16F364FAB1
CITY OF AUBURN
AGREEMENT FOR SERVICES
THUNDERING OAK ENTERPRISES, INC.
TREE REMOVAL SERVICE AT MOUNTAIN VIEW CEMETERY
THIS AGREEMENT made and entered into on this 24th of November
2025, by and between the CITY OF AUBURN ("City"), a municipal corporation of the State of
Washington, and Thundering OAK Enterprises, Inc. ("Provider"), whose address is PO BOX
1847, Auburn, WA 98071.
In consideration of the conditions and the mutual promises and covenants contained in this
Agreement, the parties agree as follows:
1. Scope of Services
The Provider agrees to perform the tasks described in Exhibit A to this Agreement. The
Provider will be responsible for providing work products and services of a quality and
professional standard acceptable to the City. Without additional compensation, the Provider
will correct or revise any negligent errors, omissions or other deficiencies in any required
plans, designs, drawings, specifications, reports and/or other services, whether during or
after the Term of this Agreement. The City's approval of Provider's services will not in any
way relieve the Provider of responsibility for service accuracy and adequacy.
2. Additional Services
The Parties will amend this Agreement if additional services are required beyond those
specified in Exhibit A and/or included in the compensation amount for this Agreement. An
amendment must be written and agreed to by the Parties before Provider performs any
additional services, and it must specify the nature, scope, and payment terms for the
additional services. If the time period for completing additional services makes the advance
signing of an amendment impractical, the Provider agrees to perform only the additional
services requested in writing by an authorized City representative pending the signing of an
Amendment as set forth in this Section. The invoice procedure for any additional services
is described in Section 4 of this Agreement.
3. Provider's Representations & Qualifications
The Provider represents and warrants that it has all the required licenses, certifications and
qualifications to perform the services in this Agreement. Provider represents that its
signatory to this Agreement has the requisite legal authority to bind Provider to the terms
and conditions of this Agreement.
4. Compensation
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a. As compensation for the Provider's performance of this Agreement, the City will
pay the Provider the fees and costs specified in Exhibit B. The City's payments will
fully compensate Provider for work performed/services rendered and for all labor,
materials, supplies, equipment, overhead, profit, and incidentals necessary for
Provider to complete the work.
b. The Provider will submit monthly invoices or statements to the City detailing the
time spent on Exhibit A tasks. Upon its acceptance of the invoice or statement,
the City will process it in its next billing/claim cycle, and will remit payment to the
Provider (subject to any conditions or provisions in this Agreement or an
Amendment). This Agreement's number must appear on all submitted invoices.
Provider will submit copies of any documents supporting an invoice or statement
to the City upon request.
c. The not-to-exceed amount for this agreement is $13,236.00. The Provider will not
undertake any work or otherwise financially obligate the City in excess of this not-
to-exceed amount without the City's advance written authorization.
d. City payments to the Provider after the current year are contingent on available
funds.
5. Time for Performance, Term, and Termination of Agreement
a. The Provider will begin no work under this Agreement until authorized by the City
in writing. The term of this Agreement commences on the date that the last party
signs it (as reflected on the signature page). Once commenced, Provider shall
complete the performance of all services in Exhibit A on or before January 31,
2026, unless the Parties otherwise agree in writing.
b. Termination for cause. Either party may terminate this Agreement for cause with
written notice to the other party. A termination is "for cause" if a party substantially
fails to perform in accordance with the terms of this Agreement through no fault of
the other party. The notice will specify the termination reason(s) and its effective
date. If the City terminates this Agreement for cause, all City payments otherwise
due to Provider will be suspended and the City will have no further obligations to
Provider.
c. Termination for Convenience. The City may terminate this Agreement for
convenience upon at least 7 days' written notice to the Provider. The notice shall
contain the termination effective date. If the termination is through no fault of the
Provider, the City will compensate Provider for services performed up to the
termination effective date in accordance with the Exhibit B compensation rate.
This compensation will fully satisfy the City's obligations under this Agreement,
and will discharge the City from any further obligations and liabilities to the Provider
(including any Provider claims of anticipated profits or other consequential
damages resulting from the termination).
d. Upon receipt of any termination notice, the Provider will promptly discontinue all
services and deliver to the City all data, drawings, specifications, reports,
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summaries, and such other information and materials the Provider has
accumulated, prepared, or obtained in performing this Agreement (whether fully or
partially completed).
e. The rights and remedies in this Section do not exclude any other legal or equitable
rights or remedies available to the City.
6. Ownership and Use of Documents
The City will own all documents, reports, memoranda, diagrams, sketches, plans, surveys,
design calculations, working drawings and any other materials that the Provider creates or
prepares in performing this Agreement (the"Work Products"). The City may use these work
products for any lawful purpose. Provider acknowledges that this Agreement and the work
products are public records subject to RCW 42.56 unless exempt from public records
disclosure requirements. The Provider agrees to fully assist the City in identifying, locating,
and copying any records Provider possesses that the City determines in its sole discretion
are responsive to a Public Records request.
7. Records Inspection and Audit
All City payments are subject to adjustment for any amounts found upon audit or otherwise
to have been improperly invoiced. The City may inspect and audit any Provider records and
books of account pertaining to any work performed under this Agreement for up to 3 years
after the City's final payment to Provider. If any litigation, claim, dispute, or audit is initiated
before this 3 year period expires, Provider shall retain all records and books of account for
any work performed under this Agreement until final resolution of any such litigation, claim,
dispute, or audit.
8. Continuation of Performance
If any dispute or conflict arises between the parties while this Agreement is in effect, the
Provider agrees to cooperate and continue in good faith toward successful completion of its
responsibilities under this Agreement notwithstanding such dispute or conflict.
9. Independent Contractor
The Provider will perform the services as an independent contractor, and will not be deemed
by virtue of this Agreement or the performance of it to be in a partnership, joint venture,
employment, or other relationship with the City. Nothing in this Agreement creates any
contract relationship between the City and the Provider's employees, agents, or
subcontractors.
10. Administration of Agreement
This Agreement will be administered by Bryce Landrud, on behalf of the Provider, and by
the City Mayor (or designee) on behalf of the City.
11. Notices
Notices or communications permitted or required under this Agreement will be written and
delivered to the following addresses:
Notice to the City: Notice to Provider:
City of Auburn Thundering OAK Enterprises Inc.
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Immer Chevalier Bryce Landrud
Cemetery Manager Owner
25 West Main St PO BOX 1847
Auburn WA 98001-4998 Auburn WA 98071
Phone: 253.931.3009 Phone: 253.288.8733
Fax: 253.802.0923 Email: bryce@thunderingoak.com
Email:
ihevalier@auburnwa.gov
Either party may change its above address by giving written notice to the other party.
Notices to non-parties will be delivered as designated by a party to this Agreement.
12. Insurance
The [Provider/Franchisee] will, at its sole expense, procure and maintain for the duration of
this Agreement and 30 days thereafter insurance against claims for injuries to persons or
damage to property which may arise from or in connection with the performance of this
Agreement by the [Provider/Franchisee], its agents, representatives, or employees.
[Provider/Franchisee]'s maintenance of insurance as required by the Agreement will not
be construed to limit the liability of the [Provider/Franchisee] to the coverage provided by
such insurance, or otherwise limit the City's recourse to any remedy available at law or in
equity.
The [Provider/Franchisee] will obtain insurance of the types described below:
a. Automobile Liability insurance covering all owned, non-owned, hired and leased
vehicles. Coverage will be at least as broad as Insurance Services Office (ISO)
form CA 00 01 ([Provider/Franchisee] may use a substitute form providing
equivalent liability coverage).
b. Commercial General Liability insurance will be at least as broad as ISO occurrence
form CG 00 01 and will cover liability arising from premises, operations, stop-gap
independent contractors, products-completed operations, personal injury and
advertising injury, and liability assumed under an insured contract. The City will be
named as an additional insured under the [Provider/Franchisee]'s Commercial
General Liability insurance policy with respect to the work performed for the City
using an additional insured endorsement at least as broad as ISO Additional
Insured endorsement CG 20 26.
c. Worker's Compensation coverage as required by the Industrial Insurance laws of the
State of Washington.
d. Professional Liability Insurance, if needed.
For Automobile Liability and Commercial General Liability insurance, the policies are to
contain, or be endorsed to contain that [Provider/Franchisee]'s insurance coverage will be
primary insurance with respect to the City. Any insurance, self-insurance, or self-insurance
pool coverage maintained by the City will be excess of the[Provider/Franchisee]'s insurance
and will not contribute with it.
Insurance is to be placed with an authorized insurer in Washington State. The insurer must
have a current A.M. Best rating of not less than A:VII.
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The [Provider/Franchisee] will furnish the City with original 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 this Agreement before
commencement of the work.
The City reserves the right to require that complete, certified copies of all required insurance
policies and/or evidence of all subcontractors' coverage be submitted to the City at any time.
The City may withhold payment if the [Provider/Franchisee] does not fully comply with this
request.
If the [Provider/Franchisee] maintains higher insurance limits than the minimums shown
below, the City will be insured for the full available limits of Commercial General and Excess
or Umbrella liability maintained by the [Provider/Franchisee], irrespective of whether such
limits maintained by the [Provider/Franchisee] are greater than
those required by this Agreement or whether any certificate of insurance furnished to the
City evidences limits of liability lower than those maintained by the [Provider/Franchisee].
The [Provider/Franchisee] will provide the City with written notice of any policy cancellation
within two business days of their receipt of such notice. Failure by the [Provider/Franchisee]
to maintain the insurance as required will constitute a material breach of this agreement,
upon which the City may, after giving five (5) business days' notice to the
[Provider/Franchisee] to correct the breach, immediately terminate the agreement or, at its
discretion, procure or renew such insurance and pay any and all premiums in connection
therewith, with any sums so expended to be repaid to the City on demand, or at the City's
sole discretion, offset against funds due the [Provider/Franchisee] from the City.
13. Insurance Minimums
Franchise Agreements — Grantee shall provide:
• Commercial General Liability (CGL): Coverage shall be no less than $5,000,000 each
occurrence and $5,000,000 aggregate.
Automobile Liability: $5,000,000 per accident for bodily injury and property damage.
Contractors Pollution Liability: Shall be in effect throughout the entire agreement covering
loses caused by pollution conditions that arise from the operations of the Grantee.
Coverage shall be written in an amount of at least $2,000,000 per loss, with an annual
aggregate of at least $2,000,000.
• Excess or Umbrella Liability: Shall be excess over and at least as broad in coverage as
the Grantee's CGL and Auto Liability coverage. The City is to be named additional insured.
Coverage shall be written with limits of not less than $5,000,000 per occurrence and
annual aggregate.
Service Contracts — Contractor shall provide:
• Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
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• Commercial General Liability (CGL): Coverage shall be no less than $2,000,000 each
occurrence with $2,000,000 aggregate, and $2,000,000 products completed operations
aggregate limit.
Professional Service Agreements— Consultant shall provide:
• Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
• Commercial General Liability (CGL): Coverage shall be no less than $2,000,000 each
occurrence with $2,000,000 aggregate, and $2,000,000 products completed operations
aggregate limit.
• Professional Liability: Coverage should be appropriate to Consultant's profession with
limits no less than $2,000,000 per claim with $2,000,000 policy aggregate.
Depending on the type of contract, one or more of the following lines of insurance may be
required:
• $1,000,000 Pollution Liability. Required if work involves a pollution risk to the environment.
• $2,000,000 Cyber Liability. Required for information technology professional services
agreements. Limits may be higher for special liability exposures.
• Builders Risk. May be required up to the amount of the completed value of a new building
or major construction project.
No less than $2,000,000 per claim and $2,000,000 policy aggregate limit Tenant
Discrimination. Required for professional service agreements with housing/shelter
vendor/operators.
14. Indemnification/Hold Harmless
Except for injuries and damages caused by the sole negligence of the City, the
[Provider/Franchisee] will defend, indemnify and hold the City and its officers, officials,
employees, and volunteers harmless from any and all claims, injuries, damages, losses, or
suits of every kind, including attorney fees and litigation expenses, arising out of or resulting
from the acts, errors, or omissions of the [Provider/Franchisee], its employees, agents,
representatives, or subcontractors, including employees, agents, or representatives of its
subcontractors, made in the performance of this Agreement, or arising out of worker's
compensation, unemployment compensation, or unemployment disability compensation
claims.
However, should a court of competent jurisdiction determine that this Agreement is subject
to RCW 4.24.115, 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/Franchisee] and the City, its officers, officials, employees, and volunteers, the
[Provider/Franchisee]'s liability, including the duty and cost to defend, hereunder shall be
only to the extent of the [Provider/Franchisee]'s negligence.
It is further specifically and expressly understood that this indemnification constitutes the
[Provider/Franchisee]'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
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parties. The provisions of this section will survive the expiration or termination of this
Agreement.
15. Assignment
Neither party to this Agreement may partially or wholly assign any right or obligation in it
without the other party's prior written consent. No assignment or transfer of any interest
under this Agreement will release the assignor from any liability or obligation under this
Agreement, or cause any such liability or obligation to be reduced to a secondary liability or
obligation.
16. Nondiscrimination
The Provider may not engage in any unfair practice identified in RCW 49.60.180 and/or 42
U.S.C. §2000e-2 in the performance of any services or activities under this Agreement
(either directly or through contractual, hiring, or other arrangements).
17. Amendment, Modification and Waiver
No amendment, modification, or waiver of any condition, provision, or term of this
Agreement will be valid or effective unless written and signed by the party to be bound (or
the party's authorized representative), specifying 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 will bind (and its benefits and obligations will inure to) the parties and their
respective successors and assigns. This section will not permit any transfer or assignment
otherwise prohibited by this Agreement. This Agreement is for the exclusive benefit of the
parties, and it does not create a contractual relationship with or exist for the benefit of any
third party (including contractors, sub-contractors and sureties).
19. Force Maieure
Delays in performing this Agreement will be excused to the extent caused by acts outside
a party's control, such as fires, cyber/ransomware attacks, earthquakes, floods,
explosions, actions of the elements, riots, mob violence, strikes, pandemics, labor strikes
or lockouts, and state or federal government emergency orders.
20. Applicable Law
This Agreement and the rights of the parties under it will be governed by the laws,
regulations, and ordinances of the City, King County, and the State of Washington. Venue
for actions involving this agreement will be in the county where the property or project is
located, or in King County if not site specific. An applicable statute of limitation will commence
no later than the Provider's substantial completion of the services in this Agreement.
21. Captions. Headings 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 act to limit the scope of their particular
paragraph or section. Where appropriate, the singular will include the plural (and vice
versa), and masculine, feminine and neuter expressions will be interchangeable. This
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Agreement has been drafted by mutual agreement of the parties, and it will be interpreted
and/or constructed without regard to its drafter.
22. Severable Provisions
Each provision of this Agreement is intended to be severable. The illegality or invalidity of
any provision in this Agreement will not affect the validity of the Agreement's remaining
provisions.
23. Entire Agreement
This Agreement (together with any subsequent amendments or addendums) contains the
entire understanding of the parties regarding its subject matter, and it supersedes all prior
oral or written representations, agreements and understandings between the parties. No
other oral or written understandings regarding this Agreement shall bind any party.
24. Non-Availability of Funds
Every City obligation under this Agreement is contingent on the availability of appropriated
or allocated City funds. If funds required for the City's performance are not allocated and
available, the City may terminate this Agreement at the end of the available funding period
and without the required Section 5 seven days' notice. The City will not be liable if it
exercises this provision, and 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, with each counterpart being one
and the same Agreement, and the Agreement 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 THUNDERING OAK ENTERPRISES INC.
DocuSigned by: DocuSign�edgbyy: �'�I
brt1—K-Oto4(4.4
�t oui kustUui
Nancy�trac ,�Mayor Signature
Name: Bryce Landrud
Title: General Manager
Date: 11/24/2025
Approved as to form:
Signed by:
pa tSirtA,t,
a r�ow c�
Paul yrne, eputy City Attorney
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EXHIBIT A
Tree Removal — Large Bigleaf Maple located near Mountain View Way in Big 2nd area. Tree has
died and needs to be removed.
Tree Removal — Large Bigleaf Maple in SW corner of Little Bissell. Tree appears to have a
canopy decline/dieback of about 70%. Its recovery is unlikely. This tree needs to be removed.
Due to the size of these trees, it would be prudent and more cost-effective to have a crane
assist to lift tops, stems and logs directly onto roads or into trailers. This would allow movement
of large woody material to nearby dump spots rather than have it scattered all along the
roadways.
All brush and debris cleanup included.
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EXHIBIT B
Thundering OAK Enterprises Inc. Estimate 4900
Au BOX 1847
Auburn,WA 98071
4-1258288873a
kseauers[thunderingaakxamwww_thunderingoak.00m "h2-53;7err:"'873;:)41/1"girl
ADDRESS SHI P TO
Mountain View Cemetery Mountain View Cemetery
2020 Mountain View Dr. 2020 Mountain View Dr. DATE TOTAL
Auburn,WA. 98001 Auburn,WA. 98001 0411712025
SALES REP
Bryce
ACTIVITY OTY RATE AMOUNT
Work Assignment Codes(L&I risk 0 5,500.00 0.00T
codes):TR
Tree Removal-large Bigleaf maple located
near Mountain View Way in'Big 2nd'area;
this tree has died. II set buds in fall of 2028
but the system has failed. This tree needs to
be removed.
Work Assignment Codes(L&I risk 0 7,250_00 0.00T
codes):TR
Tree Removal-large bigleaf maple in SW
corner of'Little Bissell';Currently,this tree
appears to have a canopy dedi nefdieback of
about 70%. It's recovery is unlikely_This tree
also needs to be removed,though is not as
much of a failure risk as#1 yet.
Consultation 1 0.00 0.00
Big leaf maple located al bottom(east)and of
area 9B;this tree in the wetland drainage
area is in relatively good health.It is young
and looks to be in good shape for now. No
conditions noted indicating decline. Leave
as is_
Work Assignment Codes(L&I risk 1 12,000.00 12,000.00T
codes):TR
Tree Removal-due to the size of these trees,
it would be prudent and more cost-effective
to have a crane assist to lift tops,stems and
logs directly onto roads or into trailers_ This
would allow movement of large woody
malarial to nearby dump spots rather than
have it scattered all along the roadways.
All brush and debris cleanup included.
PAYMENT IS DUE AT TIME OF SERVICE
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Thank you for your business.We take credit cards.ach SUBTOTAL 12.000.00
paymanlls and checks can he sent to PO BOX 1847,Auburn WA TAX 1,256.00
9B071
TOTAL $13,236.00
THANK YOU.
Accepted By Accepted Date
PAYMENT IS DUE AT TIME OF SERVICE
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