HomeMy WebLinkAboutCONTECH Stormwater Solutions Inc AG-S-013-08,A 3 . I Co .9
CITY OF AUBURN
AGREEMENT FOR SERVICES
AG-S-013-08
THIS AGREEMENT made and entered into on this ~ day of
,
2008, by and between the City of Auburn, a municipal corporation of the State of
Washington, hereinafter referred to as "City" and CONTECH Stormwater Solutions, Inc.,
11835 NE Glenn Widing Drive, Portland, OR 97220, hereinafter referred to as the
"Provider."
WITNESSETH:
WHEREAS, the City is in need of the services of individuals, employees or firms for
inspection and maintenance of the StormFilters installed in four (4) storm vaults. Two
vaults are located at 3rd and C Street SW, Auburn; a third vault is located at 3rd and A
Street SW, Auburn; and a fourth is located at Auburn Way between Highway 18 & F Street
SE, Auburn; and,
WHEREAS, the City desires to retain the Provider to provide said services in
connection with the City's work; and,
WHEREAS, the Provider is qualified and able to provide services in connection with
the City's needs for the above-described work, and is willing and agreeable to provide
such services upon the terms and conditions herein contained.
NOW, THEREFORE, the parties hereto agree as follows:
Scoqe of Services
The Provider agrees to perform in a good and professional manner the tasks
described on Exhibit "A" which is attached hereto and by this reference made a part
of this Agreement. (The tasks described on Exhibit "A" shall be individually referred
to as a"task," and collectively referred to as the "services.") The Provider shall
perform the services as an independent contractor and shall not be deemed, by virtue
of this Agreement and the performance thereof, to have entered into any partnership,
joint venture, employment or other relationship with the City.
2. Additional Services
In the event 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, a contract amendment shall be set forth in writing and shall be
executed by the respective parties prior to the Provider's performance of the services
there under, except as may be provided to the contrary in Section 3 of this
Agreement. Upon proper completion and execution of an Amendment (agreement for
additional services), such Amendment shall be incorporated into this Agreement and
shall have the same force and effect as if the terms of such Amendment were a part
of this Agreement as originally executed. The performance of services pursuant to an
AG-S-013-08
August 25, 2008
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Amendment shall be subject to the terms and conditions of this Agreement except
where the Amendment provides to the contrary, in which case the terms and
conditions of any such Amendment shall control. In all other respects, any
Amendment shall supplement and be construed in accordance with the terms and
conditions of this Agreement.
3. Performance of Additional Services Prior to Execution of an Amendment
The parties hereby agree that situations may arise in which services other than those
described on Exhibit "A" are desired by the City and the time period for the
completion of such services makes the execution of Amendment impractical prior to
the commencement of the Provider's performance of the requested services. The
Provider hereby agrees that it shall perForm such services upon the written request of
an authorized representative of the City pending execution of an Amendment, at a
rate of compensation to be agreed to in connection therewith. The invoice procedure
for any such additional services shall be as described in Section 7 of this Agreement.
4. Provider's Representations
The Provider hereby represents and warrants that the Provider has all necessary
licenses and certifications to perform the services provided for herein, and is qualified
to perform such services.
5. City's Responsibilities
The City shall do the following in a timely manner so as not to delay the services of
the Provider:
a. Designate in writing a person to act as the City's representative with respect 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. Furnish the Provider with all information, criteria, objectives, schedules and
standards for the project and the services provided for herein.
c. Arrange for access to the property or facilities as required for the Provider to
perform the services provided for herein.
d. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other
documents prepared by the Provider and render decisions regarding such
documents in a timely manner to prevent delay of the services.
6. Acceptable Standards
The Provider shall be responsible to provide, in connection with the services
contemplated in this Agreement, work products and services of a quality and
professional standard acceptable to the City.
7. Compensation
As compensation for the Provider's perFormance of the services provided for herein,
the City shall pay the Provider the fees and costs specified on Exhibit "B" which is
attached hereto and by this reference made a part of this Agreement (or as specified
in an Amendment). The 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 cycle following receipt of the
AG-S-013-08
August 25, 2008
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invoice or statement, and shall remit payment to the Provider thereafter in the normal
course, subject to any conditions or provisions in this Agreement or Amendment. The
Agreement number must appear on all invoices submitted. The not-to-exceed
amount for this agreement is $10,715.76.
8. Time for PerFormance and Term of Aqreement
The Provider shall not begin any work under this Agreement until authorized in writing
by the City. The Provider shall perForm the services provided for herein in
accordance with the direction and scheduling provided on Exhibit "A" attached hereto
and incorporated herein by this reference, unless otherwise agreed to in writing by
the parties. The term of this Agreement shall terminate on November 26, 2008.
9. Ownership and Use of Documents
All 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")
shall be owned by and become the property of the City, and may be used by the City
for any purpose beneficial to the City.
10. Records Inspection 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 performed under this Agreement shall 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.
11. Continuation of Performance
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 assigned duties and responsibilities.
12. Administration of Aqreement
This Agreement shall be administered by Laura Jones, 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:
City of Auburn
Public Works Department
Attn: Tim Carlaw, Storm Drainage Engr
25 W Main St
Auburn, WA 98001-4998
Phone: 253-804-5060
Fax: 253-931-3053
Pmvider
CONTECH Stormwater Solutions, Inc.
Attn: Laura Jones
11835 NE Glenn Widing Drive
Portland, OR 97220
Phone: 503-258-3157
Fax: 800-561-1271
AG-S-013-08
August 25, 2008
Page 3 of 8
13. Notices
All notices or communications permitted or required to be given under this Agreement
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 receipt requested, and addressed, if to a party of this Agreement, to the
address for the party set forth above.
Either party may change his, her or its address by giving notice in writing, stating his,
her or its new address, to the other party, pursuant to the procedure set forth above.
14. 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 arise 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, hired and leased
vehicles. Coverage shall be written on Insurance Services Office (ISO) form
CA 00 01 or a substitute form providing equivalent liability coverage. If necessary,
the policy shall be endorsed to provide contractual liability coverage. Provider
shall maintain automobile insurance with minimum combined single limit for bodily
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 liability assumed under an insured contract. The
Commercial General Liability insurance shalt be endorsed to provide the
Aggregate Per Project Endorsement ISO form CG 25 03 11 85. There shall be no
endorsement or modification of the Commercial General Liability insurance for
liability arising from explosion, collapse or underground property damage. The
City shall be named as an insured under the Contractor's Commercial General
Liability insurance policy with respect to the work performed for the City using ISO
Additional Insured endorsement CG 20 10 10 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 $1,000,000 each occurrence, $2,000,000 general
aggregate, and a$2,000,000 products-completed operations aggregate limit.
c. Worker's Compensation coverage as required by the Industrial Insurance laws of
the State of Washington.
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August 25, 2008
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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.
b. The Provider's insurance shall be endorsed to state that coverage shall not be
cancelled by either party, except after 30 days prior written notice by certified mail,
return receipt requested, has been given to the City.
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.
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.
15. Indemnification/Hold Harmless
The Provider shall defend, indemnify and hold the City and its officers, officials,
employees, and volunteers harmless from 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
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 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.
16. Assiqnment
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.
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August 25, 2008
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17. 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, religion, color, sex, sexual orientation, national origin, age, or
where there is the presence of any sensory, mental or physical disability.
18. 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 parties' duly authorized representative(s)
and specifying with particularity the nature and extent of such amendment,
modification or waiver. Any waiver by any party of any default of the other party shall
not affect or impair any right arising from any subsequent default.
Nothing herein shall limit the remedies or rights of the parties hereto under and
pursuant to this Agreement.
19. Termination and Suspension
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 City may terminate this Agreement upon not less than seven (7) days written
notice to the Provider if the services provided for herein are no longer needed from
the Provider.
If this Agreement is terminated through no fault of the Provider, the Provider shall be
compensated for services performed prior to termination in accordance with the rate
of compensation provided in Exhibit "B" hereof.
20. 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.
21. Costs to Prevailing Part
y
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 receive its reasonable costs and attorney's fees.
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August 25, 2008
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22. Applicable Law
This Agreement and the rights of the parties hereunder shall be governed by and
interpreted in accordance with the laws of the State of Washington and venue for any
action hereunder shall be in of the county in Washington State in which the property or
project is located, and if not site 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 Provider of the
services.
23. Captions, Headinqs and 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 limitation 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 expressions shall be
interchangeable. Interpretation or construction of this Agreement shall 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.
24. Severable Provisions
Each provision of this Agreement is intended to be severable. If any provision hereof
is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not
affect the validity of the remainder of this Agreement.
25. Entire Aqreement
This Agreement contains the entire understanding of the parties hereto in respect to
the transactions contemplated hereby and supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
26. Counterparts
This Agreement may be executed in multiple counterparts, each of which shall be one
and the same Agreement and shall become effective when one or more counterparts
have been signed by each of the parties and delivered to the other party.
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August 25, 2008
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed effective the day and year first set forth above.
CITY F A IV-~
~
Peter B. Lewis, Mayor
Date
ATTEST:
Da 'elle E. Daskam, City Clerk
CONTECH STORMWATER
SOLUTIONS, INC.
BY:
Title: i .-v9 s &-f-U [ C~ 4 Federal Tax ID #
AG-S-013-08
August 25, 2008
Page 8 of 8
EXHIBIT A
SCOPE OF WORK
AG-S-013-08
The following tasks shall be performed related to the StormFilters which are located in
five (5) storm vaults in Auburn. Two (2) vaults are located at 3rd and C Street SW, a
third vault is located at 3rd and A Street SW, a fourth vault is located at Auburn Way
South between Highway 18 & F Street SE, and a fifth vault is located at 14th & D Place
SE. Vaults and StormFilters information is as follows:
Serial Number Vault Size
2812.01
8x16
2812.02
6x12
2812.03
6x12
4188.01
6x8
28820.01
72" 0
Cartridqes Media Type
27
CSF
11
CSF
8
CSF
4
ZPG
6
ZPG
Tasks
1. Perform a one-time inspection of all StormFilters located in the five vaults described
above during the month of October 2008 or November 2008. Inspection shall
include testing/evaluating the filter media for hazardous constituents (regional
composite annually).
2. Evaluate the condition of inechanical filter components.
3. If maintenance is warranted, it shall include: Remove the accumulated liquids and
solids by vacuum; replace the exhausted cartridges, dispose of the accumulated
materials, and provide a Certificate of Compliance for the completed maintenance.
4. Notify regulatory agency and owner, via written confirmation, that the inspection
and/or maintenance have/has been performed.
AG-S-013-08
Exhibit A
Page 1 of 1
EXHIBIT B
FEES
AG-S-013-08
Provider will conduct those tasks as established and in accordance with Exhibit A of this
document for an amount not to exceed ten thousand seven hundred fifteen dollars and
seventy-sex cents ($10,715.76), which is the total of inspection, cleaning, and
replacement of StormFilters in all five vaults, and Washington State Sales Tax at 8.9%.
If removal and replacement of exhausted cartridges are not required in a vault, the cost
for inspection only shall be $360.00 each for Auburn Way South and 14th & D Place SE,
and $240.00 for each other location.
The following is a breakdown of costs, per vault, for Inspection Only, and Inspection,
cleaning, and StormFilter replacement:
Inspection,
Cleaning &
StormFilter
Serial Number
Vault Size
Cartridqes
Media Type
Ins
pection Only
Replacement
4188.01
6x8
4
ZPG
$
360.00
$ 960.00
2812.01
8x16
27
CSF
$
240.00
$ 4,290.00
2812.02
6x12
11
CSF
$
240.00
$ 1,890.00
2812.03
6x12
8
CSF
$
240.00
$ 1,440.00
28820.01
72" 0
6
ZPG
$
360.00
$ 1,260.00
Subtotal
$ 9,840.00
Sales Tax
$ 875.76
Total
$10.715.76
AG-S-013-08
Exhibit B
Page 1 of 1