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HomeMy WebLinkAboutWaldron Resources A'"' If ( . ',,,.¡;" ø·~ J 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. Page I of7 < 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 proĊ“dure 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. Page 2 of7 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 Page 3 of7 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. Page 4 of7 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. Page 5 of7 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 ~L Na . Craig Sabol, Associate Page 6 on 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% Page 7 on -----.-.-.--- ---------'.'.----.----,..-.,...