HomeMy WebLinkAboutS & B Inc AG-S-028/6~ 3. i(, -9
CITY OF AUBURN
AGREEMENT FOR SERVICES
AG-S-028
THIS AGREEMENT made and entered into on this IL~~day of ~ ~ ,
2009, by and between the City of Auburn, a municipal corporation of the State of
Washington, hereinafter referred to as "City" and S&B, Inc., 13200 SE 30t" St, Bellevue,
Washington 98005, hereinafter referred to as the "Provider."
WITNESSETH:
WHEREAS, the City is in need of the services of individuals, employees or firms
for the installation and configuration of telemetry equipment that is consistent with
existing telemetry equipment installed at similar facilities by the Provider within the City
of 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:
Scope 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 Amendment shall be subject to the terms
and conditions of this Agreement except where the Amendment provides to the
AG-S-028
February 2009
Page 1 of 11
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. Citv'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
AG-S-028
February 2009
Page 2 of 11
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 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 $42,855.29.
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 May 29,
2009.
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 Randall Stead, 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:
AG-S-028
February 2009
Page 3 of 11
City of Auburn Companv Name
Public Works Department S&B, Inc.
Attn: Ryan L Vondrak, Project Engineer Attn: Randall T Stead
25 W Main St 13200 SE 30th St
Auburn, WA 98001-4998 Bellevue, WA 98005
Phone: 253.931.3086 Phone: 425.644.1700
Fax: 253. 931.3053 Fax: 425.746.9312
E-mail: rvondrak@auburnwa.gov E-mail: RStead@sb-inc.com
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 shall be endorsed to
provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85.
AG-S-028
February 2009
Page 4 of 11
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.
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
AG-S-028
February 2009
Page 5 of 11
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.
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, color, creed, religion, national origin, sex, age, or where
there is the presence of any sensory, mental or physical handicap.
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.
AG-S-028
February 2009
Page 6 of 11
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 Prevailinq 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 receive its reasonable costs and attorney's fees.
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.
AG-S-028
February 2009
Page 7 of 11
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.
27. Warranty
Provider warrants that for a period of one year after test and acceptance by the
City, or 18 months from date of shipment, whichever occurs first all products
assembled by Provider shall be free from defects in material and workmanship.
Provider will at its sole option either repay the purchase price, or repair or replace
at a location to be designated by it, any product defects, which develop within such
period under normal and proper use, provided it receives prompt written notice of
claimed warranty period. This warranty shall not apply to any products altered or
repaired outside Provider's factory or with other than Provider's replacement parts,
unless such repair was authorized in writing by Provider, or to products or parts
subject to misuse, abuse, neglect or accident or damaged by improper installation
or application. In no event shall Provider be liable for normal wear and tear, nor for
any incidental or consequential damages due to inoperability of its products. The
foregoing shall be the Provider's sole warranties and guarantees, and all express
or implied warranties, including all implied warranties or merchantability and fitness
for a particular purpose, which exceed the above obligation, are hereby disclaimed
by the Provider.
AG-S-028
February 2009
Page 8 of 11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed effective the day and year first set forth above.
CI N
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Peter B. Lewis, Mayor
MAR 9 2009
Date
ATTEST:
Danielle E. Daskam, City Clerk
APPR VED A O-FORM:
anidl B. Heid, Gi#yAttorne
S&B, INC.
BY:
R ndall T. Stead
Title: President
Federal Tax ID #
AG-S-028
February 2009
Page 9 of 11
EXHIBIT A
SCOPE OF WORK
AG-S-028
The following tasks describe the general work and services to be performed by S&B,
Inc. related to installing the telemetry equipment at the Braunwood Well site within the
City of Auburn.
Tasks
1. Install telemetry equipment that will provide continuous monitoring of
Braunwood's reservoir tank level, discharge pressure, and pump operation,
as well as provide supervisory control for the pumps.
2. Assist the City in placing an order with Qwest for a leased line connection.
3. Provide all necessary electrical work required for a complete installation of the
telemetry system.
4. Following installation, test the system and provide operational training to City
staff.
AG-S-028
February 2009
Page 10 of 11
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r B. Lewis, Mayor
BURN Pete
~ WASHINGTON 25 West Main Street * Auburn WA 98001-4998 * www.aubumwa.gov * 253-931-3000
May 4, 2010
Randall T. Stead
S & B, Inc.
13200 Southeast 30th Street
Bellevue, WA 98005
RE: Agreement for Professional Services, AG-S-028
Braunwood Well Site Telemetry
Dear Mr. Stead:
This letter is to inform you that the above-referenced Agreement for Professional Services
is being closed at this time. Our records indicate that we processed the final payment for
this agreement on July 1, 2009 in the amount of $125.65. If you feel that this Agreement
for Professional Services should not be closed, or if there are any outstanding invoices,
please inform me by May 17, 2010.
Thank you for your firm's professional services in work related to the Braunwood Well
Telemetry. If you should have any questions, please call me at 253-931-3012.
Sincerely, JoAnne Andersen
Contracts Administration Specialist
Department of Public Works
JA/hm
cc: Dani Daskam, City Clerk
AG-S-028
AT TRT TR N* MORE THAN YOU IMAGINEI