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HomeMy WebLinkAboutTotal Resource Management Inc C13Iiø.& '. CITY OF AUBURN AGREEMENT FOR TEMPORARY AGENCY SERVICES TIDS AGREEMENT made and entered into on this 29th day of November, 2004, by and between the City of Auburn, a municipal corporation of the State of Washington, he~inafter referred to as "City" and Total Resource Management, Inc., hereinafter referred t,) as the "Service Provider." W!TN ES SETH: WHEREAS, the City is engaged in providing various municipal services to its . community, and is occasionally in need of services of individuals, employees or firms on a temporary basis for such services; and, WHEREAS. the City desires to relain the Service Provider to provide tCmlporary employment services in connection therewith; and, WHEREAS, the Service Provider is qualified and able to provide such service:s, and is willing and agreeable to provide such services upon the terms and conditions herein contained. NOW, THEREFORE, the parties hereto agree as follows: 1. ScoDe of Services. The Service Provider agrees to perfone in a good and professional manner the tasks described on Exhibit" A" attached hereto and incorpor.¡ted herein by this reference. (The tasks described on Exhibit "A" shaH be individually referred to as a "wlSk," and concctively referred to as the "services.") The Service Provider shall perfonn the services as an independent contractor and shall not be deemed, by virtu.: of this Agreement and the perfonnsncc thereof, to have entcred inID any partnership, joint venture, employment or other relationship with the City. 2. Additional Services. From time to time hereafter, the parties hereto may agree to the performanc:e by the Service Provider of additional services with respect 10 related wOlk or proj ects. Any such agreement(s) shall be set forth in writing and shall be executed by the respective parties prior to the Service Provider's performance of the services there under, except ILS may be provided to the contrary in Section 3 of this Agreement. Upon proper completion and execution of an addendum (agreement for additional services), such addendum shall be incorporated into this Agreement and shan have the same force and eIrect as if the lerms of such addendum- were a part of this Agreement as originally executcxi. The pertonnance of scrvices pursuanl 10 an addendum shall be subject to the terms and conditions of this Agreement except where the addendum provides to Ihe contrary, in which case the tenns and conditions of any such addendum shaH control. In all other respects, any addcndum shall supplement and be construed in accordance with the terms and conditions of thi s Agreement. Page I of 1 ~_.., -------..-.1---·· .._- 3. Performance of Additional Services Prior to Execution of an Addendum. The parties hereby agree that situations may arise in which services other trum those described on Exhibit "A" are desired by the City and the time petiod for the completion or such services makes the· execution of addendum impractical prior to the commencement of the Service Provider's performance of the requested servic'~. The Service Provider hereby agrees that it shan peñorm such services upon the oral n:quest of an authorized representative of the City pending execution of an addendum, at a rate of compensation to be agreed to in connection therewith. The invoice procedure for any such additional services shall be as descnòed in Section 7 of this Agreement. 4. Service Provider's Representations. The Service Provider hereby represents and warrants that he has all necessary licenses and certifications to peñonn the services provided for herein, and is qualified to peñonn such services. 5. Citv's ResPoDSlòilities. The City shall do the following in a timely manner so as not to delay the services of the Service Provider: a. Designate in writing a person to act as the City's representative with resp.:ct to the services. The City's designee shall have complete authority to transmit instructions, receive information, interpret and define the City's policies and decisions with respect to the services. b. When applicable, the City shall provide a work place for temporary employees provided by the Service Provider and maintain the work place in accordance with applicable health and working standards. and shall notify the Service Provider immediately of any and all employee il\iuries and provide reimbursement to tb.e General Manager for costs incurred as a result of performing City business such as mileage, travel expenses and other similar costs at the normal City rate!!. 6. Compensation. As compensation for the Service Provider's performance of the services pro\'ided for herein, the City shall pay the Service Provider the fees and costs specified on Exhibit "A" attached hereto and made a part hcrcof (or as specificd in an addendum). The, Service Provider shall submit to the City an invoice or statement of time spent on tasks included in the scope of work provided herein, and the City shall process the invoice or statement in the next billing/claim cyclc following reccipt of the invoice or statement, IInd shall remit payment to the Service Provider thereafter in the normal course, subje<:t to any conditions or provisions in this Agreement or addendum, 7. Time for Performsnce and Term of A2reement. The Tenn of this Agreement shall commence on the date hereof, and continue thereafter on an ongoing basis until terminated. Page 2 of2 TTT - 8. Records Insoection and Audit. All compensation payments shall 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 to any work perfo!1l1ed under this Agreement shall be subject to inspection and audit by the City for a period of up to three (3) years ftom the fU1I11 payment for work perfonned under this Agreement. 9. . Continuation of Performance. In the event that any dispute or conflict arises between the parties while this Conb1\Ct is in effect, the Service Provider agrees that, notwithstanding such dispute or conmct, the Service Provider shall continue to make a good faith effort to cooperate and t:ontinue work toward successful completion of assigned dutics and responsibilities. 10. Administration of AlZreCment. This Agreement shall be administered by Gamer R. Bennett, on behalf of the Service 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: City of Auburn Auburn City Hall 25 Wcst Main Auburn, W A 98001-4998 (253)931-3000 FAX (253) 931-3053 Service Provider Total Resource Management. Inc. 510 King Street, Suite 300 Alexandria, VA 22314·3132 (703) 548-4285 FAX (703) 548-6211 11. Notices. All notices or communications permitted or required to be given under this Agreemenl shall be in writing and shall be deemed to have been duly given if delivered in person or deposited in the United States mail, postage prepaid, for mailing by certified mail, return rcceipt requested, and addressed, if to a party of this Agreement, to the address for the party set forth above. or if to a person not a party to this Agreement, to the address designated by a party to this Agreement in thc foregoing manner. Any party may change his, her or its address by giving notice in writing, statinB~ his, her or its new address, to any other party, all pursuant to the procedure set forth in this section of the Agreement. 12. Insurance. The Service Provider shall be responsible for maintaining, during the tenn of this Agreement and at its sole cost and expcnsc, the types of insurance coverages aJ~d in the Page 3 of3 -"T,- ~. . amounts described below. The Service Provider shall furnish evidence, satisfactory to the City, of all such policies. Dwing the term hereof, the Service Provider shallllake out and maintain in full force and effect the following insurance policies: a. Comprehcnsive public liability insurance, including automobile and property damage, insuring the City and the Service Provider against loss or liability for damages for personal injury, death or property damage arising out of or in connection with the perfonnance by the Service Provider of its obligations hereunder, with minimum liability limits of $1,000,000.00 combined single limit for personal injury, death or property damage in anyone occurrence. b. Such workmen's compensation and other similar insursnce as may be required by law. c. Professional liability insurance with minimum liability limits of$1 ,000,000_ 13. Indemnification. The Scrvice Provider shal1 indemnify and hold hannless the City and its officer!!, agents and employees, or any of thein from any and al1 claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever, by any reason of or arising out of the negligent act or omission of the Service Provider, its officers, agents, emplclyees, or any of them relating to or arising out of the performance of this Agreement. If a final judgment is rendered against the City, its officers, agenLs, employees and/or any IDf them, or jointly against the City and the Service Provider and their respcctive Officcnl, agents and employees, or any of them, the Service Provider shall satisfy the same to the extent that such judgment was due to thc Service Provider's negligent acts or omissions. 14. Assignment. 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. 15. Amendment. Modification or Waiver. No amendment, modification or waiver of any condition, provIsIon or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound, or such party's or partics' duly authorized representative(s) and specifying with particularity the nature and extent of such amendment, modifi(:ation or waiver. Any waiver by any party of any default of the other party shall not I~ffect or impair any right arising ftom any subsequent default. Nothing herein shall limit the remedies or rights of the parties hereto under ánd pursuant to this Agreement. 16. Termination and SusDension. Page 4 of4 .- fT - --- " The Service Provider may terminate this Agreement upon not less than 60 days: written notice to the City. The City shall have the right 10 tcnninate this agreement at any time. If this Agreement is terminated through no fault of the Service Providcr, the Service Provider shall be compensated for services performed prior to termination in ac¡iOrdance with the rate of compensation provided in Exhibit" A" hereof. - 17. Parties in Interest. This Agreement shall be binding upon. and the benefits and obtigations provided for herein shall inure to and bind, the parties hereto and their respective successors and assigns, provided that this section shall not he deemed to permit any transfer or assigrunent otherwise prohibited by this Agreement. This Agreement is for the exclusive benefit of the partics hereto and it does not create a contractual relationship with. or exist for the benefit of any third party, including contractors, sub-contrdctors and their ¡¡urenes. 18. Costs to Prevailing Party. In the event of such litigation or other legal action, to enforce any rights, responsibilities or obligations under this Agreement, the prevailing parties shall be entitled to re:ceive its reasonable costs and attomey's fees. 19. Applicable Law. This Agreement and the rights of the parties hereunder shall be governed by the interpreted in accordance with the laws of the State of Washington and vcnUII for any action hereunder shall be in of the county in Washington State in which the pmperty or project is located, and if not sitc specific, then in King County, Washington; provided, however, that it is agreed and understood that any applicable statute of limitation shall commence no later than the substantial completion by the Service Provider of the services. 20, Captions. Heading¡¡ ¡md Titles, All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of this Agreement or act as a timitation of the scope of the particular paragraph or sections to which they apply. As used herein, where appropriate, the singular shall include the plural and vice versa and masculine, feminine and neuter cxpressions shall be interchangeable. Interpretation or construction of this Agreement shall not be affecled by any determination as to who is the drafter of this Agreement, this Agreement having been drafted by mutual agreement of the parties. 21. Severable Provisions. Page 5 of5 -'TT-- .. Each provision of this Agreement is intended to be scvcrable. If any provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall nl)t affect the validity of the remainder of this Agreement. 22. Entire AlIJeC1Dent. This Agreement contains the entire understanding of the parties hereto in respe<~t to the transactions contempJatcd hereby and supersedes all prior agreements and understandings between the parties with respect to such subj~t matter. 23. COlD1teroarts. This Agreement may be executed in multiple counterparts, each of which shaU bc onc and the same Agrecmcnt and shall become effective when one or more countetpm1s 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 (~xecuted effective the day and year first set forth above. CITYO(~ ~ ~ \{~\-. 0 Peter B. Lewis, Mayor ett Attest: ¡{)~;D().4~ DanièTTe Daskam City Clerk Name: Title: Page 6 of6 -- -- -~-Tr - .-- , '. EXHIBIT "An SCOPE OF WORK 1. The Service provider will locate and employ technical pcrsonnel (hereafter referred to as "personnel") as its employees to work under the direction, control and supervision of the City at various City job sites. The Service Provider and the City agree that the p,ersonnel are the Service Provider's employees, and that the Service Provider shall be rel!:ponSlole for payment of wages and all taxes associated with the employerlemployee relationship, including, but not limited to federal income tax withholding, FICA, unemployment compensation taxes and industrial insurance premiums. 2. The City shall pay the Service Provider on an hourly basis for the services of th" Service Providers' personnel, as sct in the attached fcc schcdulc. ;., The fees shall include overtime, jf any, at a time and one-half rate for all hours worked in excess of forty (40) hours in anyone week. The Service Provider shall submit to' the City invoices for the services provided in connection herewith, which thc City shall proccss for payment in the nonnal course. No billing shall be issued for time lost by our employees bccause of illness or .IIIY other personal reason. 4. Finders Fee. If the City chooses to hire the personnel fl-om the Service Provider as a regular City employee, the City agrees to pay the Service Provider the percentage of the: starting annual salary based upon the length of the assignment with the City as represented below: Page 7 of7 ---"-TT--'--- .._~-~-