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HomeMy WebLinkAbout2025-0559 - - Green Star Landscaping LLC - Agreement for Services 2026 - Green Star Landscaping LLC Docusign Envelope ID:A2097339-7B37-44EA-A3DF-5BBFO3B77C8B CITY OF AUBURN AGREEMENT FOR SERVICES GREEN START LANDSCAPING, LLC TRIMMING & BLOWING GRAVE MARKERS THIS AGREEMENT made and entered into on this 25th of November , 2025, by and between the CITY OF AUBURN ("City"), a municipal corporation of the State of Washington, and Green Star Landscaping, LLC. ("Provider"), whose address is 840 S 116th St, Seattle, Washington 98168. 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. OPTIONAL If the Provider fails to replace or re-perform as needed to conform to this Agreement's requirements and specifications, the City may perform such work (which may include retaining a different provider) and invoice the Provider for the City's performance cost provided such cost shall not exceed the total compensation for this Agreement. 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. [department contract number] Date Page 1 of 11 Docusign Envelope ID:A2097339-7B37-44EA-A3DF-5BBFO3B77C8B 4. Compensation 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 $24,300.00. 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 November 1, 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 [department contract number] Date Page 2 of 11 Docusign Envelope ID:A2097339-7B37-44EA-A3DF-5BBFO3B77C8B (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, 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 Jesus Ochoa, on behalf of the Provider, and by the City Mayor (or designee) on behalf of the City. 11. Notices [department contract number] Date Page 3 of 11 Docusign Envelope ID:A2097339-7B37-44EA-A3DF-5BBFO3B77C8B 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 Green Star Landscaping, LLC. Immer Chevalier Jesus Ochoa Cemetery Manager Owner 25 West Main St 840 S 116th St Auburn WA 98001-4998 Seattle WA 98168 Phone: 253.931.3009 Phone: 206.698.1772 Fax: 253.802.0923 E-mail: greenstar181818@gmail.com Email: ichevalier@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 [department contract number] Date Page 4 of 11 Docusign Envelope ID:A2097339-7B37-44EA-A3DF-5BBFO3B77C8B 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. 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. [department contract number] Date Page 5 of 11 Docusign Envelope ID:A2097339-7B37-44EA-A3DF-5BBFO3B77C8B Service Contracts —Contractor 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 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 [department contract number] Date Page 6 of 11 Docusign Envelope ID:A2097339-7B37-44EA-A3DF-5BBFO3B77C8B [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 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. [department contract number] Date Page 7 of 11 Docusign Envelope ID:A2097339-7B37-44EA-A3DF-5BBFO3B77C8B 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 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 GREEN START LANDSCAPING, LLC. Signed by: ,Signed by: Nancy Backus; Mayor Signature „v4 Name: Jesus Ochoa Title: Mr Date: 11/25/2025 [department contract number] Date Page 8 of 11 Docusign Envelope ID:A2097339-7B37-44EA-A3DF-5BBFO3B77C8B Approved as to form: a—Signed by: tau, 15t p , for jaSoK, Mu,.L,& Jasont Yna`ien;°City Attorney [department contract number] Date Page 9 of 11 Docusign Envelope ID:A2097339-7B37-44EA-A3DF-5BBF03B77C8B EXHIBIT A SERVICE SCHEDULE FOR SERVICES AT MOUNTAIN VIEW CEMETERY A. First or second week in March B. Second to third week in May— Needs to be completed by or before May 21, 2026 C. First or second week in August D. Second or third week in October WORK DESCRIPTION • Trim around all grave flat markers and their respective vase blocks. • Use a blower to clear all cutting debris from the markers. [department contract number] Date Page 10 of 11 Docusign Envelope ID:A2097339-7B37-44EA-A3DF-5BBFO3B77C8B EXHIBIT B *, ESTIMATE 4 Greenstar Landscaping LLC. Washington United States 2068805816 GreenstarLandscapingllc.net Estimate Number: 18 Immer Chevalier Estimate Date: November 20,2025 ichevalier@auburn.gov Valid Until: December 20,2025 Grand Total(USD): $24,266.00 Items awrtlty - —AMI Heads stones maintenance. 4 55,500.00 $22,000.00 This estimate is based on 4 visit of maintenance for the whole year 2026. Edging around heads stones and blowing them after edging. Subtotal: $22,000.00 Taxes 10.3%: $2,266.00 Grand Total(USD): $24,266.00 Powered by l wave [department contract number] Date Page 11 of 11