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CITY OF AUBURN AGREEMENT
FOR TEMPORARY AGENCY SERVICES
THIS AGREEMENT made and entered into on this 7th day of March, 2005, by and
between the City of Auburn, a municipal corporation of the State of Washington, hereinafter
referred to as "City" and Waldron Resources hereinafter referred to as the "Service Provider."
WITNESSETH:
WHEREAS, the City is engaged in providing various municipal services to its
community, and is occasionally in need of services of individuals, employees or finns on a
temporary basis for such services; and,
WHEREAS, the City desires to retain the Service Provider to provide temporary
employment services in connection therewith; and,
WHEREAS, the Service Provider is qualified and able to provide such services, and is
willing and agreeable to provide such services upon the tenns and conditions herein contained.
NOW, THEREFORE, the parties hereto agree as follows:
1. ScoDe of Services.
The Service Provider agrees to perfonn in a good and professional manner the tasks
described on Exhibit "A" attached hereto and incorporated herein by this reference. (The
tasks described on Exhibit "A" shall be individually referred to as a "task," and
collectively referred to as the "services.") The Service Provider shall perfonn the
services as an independent contractor and shall not be deemed, by virtue of this
Agreement and the perfonnance thereof, to have entered into 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 performance by the
Service Provider of additional services with respect to related work or projects. Any such
agreement( s) shall be set forth in writing and shall be executed by the resp'~ctive parties
prior to the Service Provider's perfonnance 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 addendum (agreement for additional services), such addendum shall be
incorporated into this Agreement and shall have the same force and effect as if the tenns
of such addendum were a part of this Agreement as originally exewted. The
perfonnance of services pursuant to an addendum shall be subject to the tenns and
conditions of this Agreement except where the addendum provides to the contrary, in
which case the terms and conditions of any such addendum shall control. In all other
respects, any addendum shall supplement and be construed in accordance with the terms
and conditions of this Agreement.
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3. Perfonnance of Additional Services Prior to Execution of an Addendum.
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 addendum impractical prior to the
commencement of the Service Provider's perfonnance of the requested services. The
Service Provider hereby agrees that it shall perfonn such services upon the oral request 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 proĊdure for any
such additional services shall be as described 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 perfonn the services provided for herein, and is qualifi,ed to perfonn
such services.
5. City's ResDonsibilities.
The City shall do the following in a timely manner so as not to delay the s'~rvices of the
Service 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 infonnation, 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 temponuy employees
provided by the Service Provider and maintain the work place in acc:ordance with
applicable health and working standards, and shall notify the Service Provider
immediately of any and all employee injuries and provide reimbursement to the
General Manager for costs incurred as a result of perfonning City business such
as mileage, travel expenses and other similar costs at the nonnal City rates.
6. Compensation.
As compensation for the Service Provider's perfonnance of the services provided for
herein, the City shall pay the Service Provider the fees and costs specified on Exhibit "A"
attached hereto and made a part hereof (or as specified 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 cycle following receipt of the invoice or statement, and shall
remit payment to the Service Provider thereafter in the nonnal course, subject to any
conditions or provisions in this Agreement or addendum.
7. Time for Performance and Term of Agreement.
The Term of this Agreement shall commence on the date hereof or on the 9th day of
March, 2005, and continue thereafter on an ongoing basis until terminated.
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8. 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 perfonned under this Agreement shaH be subject to
inspection and audit by the City for a period of up to three (3) years tìrom the final
payment for work perfonned under this Agreement.
9. Continuation ofPerfonnance.
In the event that any dispute or conflict arises between the parties while this Contract is in
effect, the Service Provider agrees that, notwithstanding such dispute or conflict, the
Service Provider shaH continue to make a good faith effort to cooperate and continue
work toward successful completion of assigned duties and responsibilities.
10. Administration of Agreement.
This Agreement shaH be administered by Fred Pabst, 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 tenns of this Agreement shaH be served on or mailed to the following
addresses:
Citv of Auburn
Auburn City Hall
25 West Main
Auburn, WA 98001-4998
(253) 931-3000
FAX (253) 931-3053
Service Provider
Waldron Resources
101 Stewart, #1200
Seattle, W A 9810 I
(206) 727-9797
FAX (206) 441-5213
11. Notices.
All notices or communications pennitted or required to be given under thlis 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, or if to a person not a party to this Agreement, to the address
designated by a party to this Agreement in the foregoing manner.
Any party may change his, her or its address by giving notice in writing, stating his, her
or its new address, to any other party, aH pursuant to the procedure set forth in this
section of the Agreement.
12. Insurance.
The Service Provider shall be responsible for maintaining, during the term of this
Agreement and at its sole cost and expense, the types of insurance coverages and in the
amounts described below. The Service Provider shall furnish evidence, satisfactory to
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the City, of aH such policies. During the tenn hereof, the Service Provider shall take out
and maintain in full force and effect the foHowing insurance policies:
a. Comprehensive 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 connec:tion 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 insurance as may be required by
law.
c. Professional liability insurance with minimum liability limits of $1 ,000,000.
13. Indemnification.
The Service Provider shaH indemnify and hold hannless the City and its ofTtcers, agents
and employees, or any of them from any and aH 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, e:mployees, or
any of them relating to or arising out of the perfonnance of this Agreement. If a final
judgment is rendered against the City, its officers, agents, employees and/or any of them,
or jointly against the City and the Service Provider and their respective officers, agents
and employees, or any of them, the Service Provider shaH satisfy the same to the extent
that such judgment was due to the Service Provider's negligent acts or omissions.
14. Assignment.
Neither party to this Agreement shall assign any right or obligation hereund¡:r 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 tenn of this
Agreement shaH 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 shaH not effect or
impair any right arising from any subsequent default.
Nothing herein shaH limit the remedies or rights of the parties hereto under and pursuant
to this Agreement.
16. Tennination and SusDension.
The Service Provider may tenninate this Agreement upon not less than 60 days written
notice to the City. The City shall have the right to ternlinate this agreement at any time.
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If this Agreement is tenninated through no fault of the Service Provider, the Service
Provider shall be compensated for services perfonned prior to tennination :in accordance
with the rate of compensation provided in Exhibit "A" hereof.
17. Parties in Interest.
This Agreement shaH be binding upon, and the benefits and obligations provided for
herein shaH inure to and bind, the parties hereto and their respective successors and
assigns, provided that this section shaH not be deemed to pennit 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.
18. Costs to Prevailing Party.
In the event of such litigation or other legal action, to enforce any rights, re:sponsibilities
or obligations under this Agreement, the prevailing parties shall be entitled to receive its
reasonable costs and attorney's fees.
19. ADDlicable Law.
This Agreement and the rights of the parties hereunder shall be govl:rned by the
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 Service Provider of the
services.
20. 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 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 inte:rchangeable.
Interpretation or construction of this Agreement shall not be affected by any
detennination as to who is the drafter of this Agreement, this Agreement having been
drafted by mutual agreement of the parties.
21. 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 shaH not affect
the validity of the remainder of this Agreement.
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22. Entire Agreement.
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.
23. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective the day and year first set forth above.
WALDRON RESOURCES
~.
Fre Pabst, Executive Vice President
Attest:
D~~m~J
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Na . Craig Sabol, Associate
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EXHIBIT "A"
SCOPE OF WORK
1. The Service provider will locate and employ technical personnel (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 personnel
are the Service Provider's employees, and that the Service Provider shall be responsible
for payment of wages and all taxes associated with the employer/employee: 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 the Service
Providers' personnel, as set in the attached fee schedule.
J,. The fees shall include overtime, if 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 the City shall process
for payment in the nonnal course.
No billing shall be issued for time lost by our employees because of illness or any other
personal reason.
4. Finders Fee.
If the City chooses to hire the personnel from 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 ofthe assignment with the City as represented below:
o to 3 months
3 to 6 months
6 - 12 months
after 12 months
20.0%
15.0%
10.0%
0.0%
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