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HomeMy WebLinkAboutFire Protection Inc/-~ 3 1 c~-7 CITY OF AUBURN AGREEMENT FOR SERVICES THIS AGREEMENT made and entered into on this ~~~ day of SuLy 200 S , by and between the City of Auburn, a municipal corporation of the State of Washington, hereinafter referred to as "City" and Fire Protection, Inc., a State of Washington Corporation, hereinafter referred to as the "Contractor." WITNESSETH: WHEREAS, the City has various fire alarm systems in various City owned buildings within the City of Auburn, and is in need of services of individuals, employees or firms for fire alarm monitoring, annual fire alarm inspection, annual wet sprinkler inspection and annual dry sprinkler inspection; and, WHEREAS, the City desires to retain the Contractor to provide certain services in connection with the City's fire alarm systems; and, WHEREAS, the Contractor 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 Contractor agrees to perform in a good and professional manner the tasks described on Exhibit "A" attached hereto and incorporated herein by this referencf;. (The tasks described on Exhibit "A" shall be individually referred to as a "task," anal collectively referred to as the "services.") The Contractor shall perform the sf;rvices 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. From time to time hereafter, the parties hereto may agree to the performance by the Contractor 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 respective parties prior to the Contractor'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 a work order, quote or similar instrument said instrument shall become incorporated into this Agreement and shall have the same force and effect as if its terms were a part of this Agreement as originally executed. The performance of additional services shall be subject to the terms and conditions of this Agreement. Page 1 of 9 3. Performance of Additional Services Prior to Execution of a work order, quote or similar instrument. 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 a work order or quote impractical prior to the commencement of the Contractor's performance of the requested se;rvices. The Contractor hereby agrees that it shall perform such services upon the oral request of an authorized representative of the City pending execution of a work order or quote, 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. Contractor's Representations. The Contractor hereby represents and warrants that he has all necessary licenses and certifications to perform the services provided for herein, and is qualified to perform such services. 5. Cit..~ponsibilities. The City shall do the following in a timely manner so as not to delay the services of the Contractor: 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 Contractor 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 Contractor to perform the services provided for herein. d. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other documents prepared by the Contractor and render decisions regarding such documents in a timely manner to prevent delay of the services. 6. Acceptable Standards. The Contractor shall be responsible to provide, in connection with the services contemplated in this Agreement, work product and services of a quality and professional standard acceptable to the City. 7. Compensation. As compensation for the Contractor's performance of the services provided for herein, the City shall pay the Contractor the fees and costs specified on Exhibit "A" attached hereto and made a part hereof (or as specified in a work order or accepted quote). The Contractor 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 Contractor thereafter in the normal course, subject to any conditions or provisions in this Agreement or addendum. Page 2 of 9 8. Time for Performance and Term of Agreement. The Contractor 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 partie-s. The Term of this t~greement shall be for one year and shall commence on the date hereof or on the '~.g~~bb day of ~`__ , 200 5 , and shall renew for additional one year terms unless a-party provides written notice of cancellation 30 days prior to the end of the term or any additional renewal terms, unless otherwise agreed to in writing by the parties. 9. Ownership and Use of Documents. All documents, reports, memoranda, diagrams, sketches, plans, sw-veys, design calculations, working drawings and any other materials created or otherwise prepared by the Contractor 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 Contractor agrees that, notwithstanding such dispute or conflict,l:he Contractor shall continue to make a good faith effort to cooperate and continue work toward successful completion of assigned duties and responsibilities. 12. Administration of Agreement. This Agreement shall be administered by ~MI _, on behalf of the Contractor, and by the Mayor of the City, or design e, 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 West Main Auburn, WA 98001-4998 (253) 931-3000 FAX (253) 931-3053 Contractor Fire Protection, Inc. 1730 Gibson Road Everett, WA 98204 (800) 681-1125 FAX (425) 353-4546 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 acidress for the Page 3 of 9 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, all pursuant to the procedure set forth in this section of the Agreement. 14. Insurance. The Contractor shall procure and maintain for the duration of the 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 Contractor, their agents, representatives, employees or subcontractors. Contractor shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 O1 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liabilitv insurance shall be written on ISO occurrence form CG 00 O1 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. 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 O1 and Additional Insured-Completed Operations endorsement CG 20 37 10 O1 or substitute endorsements providing equivalent coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. Contractor shall maintain the following insurance limits: 1. Automobile Liabilitv insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liabilitv insurance shall be written with lirriits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance <~s respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. Page 4 of 9 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. 15. Indemnification. The Contractor shall defend, indemnify and hold the City, 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 Contractor and the City, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor'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. 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. 17. 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 effect 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. Page 5 of 9 18. 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 Contractor if the services provided for herein are no longer needed. If this Agreement is terminated through no fault of the Contractor, the Contractor shall be compensated for services performed prior to termination in accordance with the rate of compensation provided in Exhibit "B" hereof. 19. 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 anry 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. 20. Costs to Prevailing Part 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. 21. 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 venue for any action hereunder shall be in of the county in Washington State in which tlhe 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 Contractor of the services. 22. 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 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. 23. 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. Page 6 of 9 24. 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. 25. 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 th~~~gr~~it~I rl+ I (~fYetcuted effective the day and year first set forth above. 1' hhCC~~ tt'' ~•?j 1730 GiBSONI ROA© CITY BURN CONTRACTO>~ERETT, WA 9SZO4 L Peter B. Lewis, Mayor Name: ~ ~4~ ~ ~ Title: ~p~„~~ pd(~'' Attest: Nam Ot~u~ u{ - 'ts 'elle E. Daskam City Clerk Titre: o~ i9 aS to G- Daniel B. Heid,'~y Attorney Page 7 of 9 STATE OF WASHINGTON COUNTY OF S~ ss. ON THIS 1°~~µ day of ~v ~ , 2005 ,before me, personally appeared 120V L• CA'TS' and SAM O~t~e6'u~ , to me known to be the PRsS+o~M' and spcr"T MAn-R6t~~ of the Contractor, the corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute said instrument. GIVEN under my han~td~e~i~a~ seal this ~ ~~~ day of ~~~ , 2005 . ~PEL W. ~°q~a~-, ~! ~p~ NOTARY. m~ ~ ~,,,,~ ~: ~ NOTARY P IC in and fo:r the State of P(/BLIC Washington, residing at ~ NdN . C,oUJV ~~iN~`~'•. ;~~?: My Commission Expires: _~-?_~~ O(, ~~~fjF ~l~ ~~~~= Page 8 of 9 EXHIBIT "A" Provide fire alarm monitoring at the following locations at $16.90 per month. Monitoring and billing for all sites listed below, excluding Fire Station #31, shall begin on September 28, 2005. A. City Hall - 25 West Main Street B. Fire Station #31 - 1101 D Street NE starting 7/14/09 C. Fire Station #32 - 1951 R Street SE D. Senior Center - 808 9th Street SE E. Maintenance and Operations - 1305 C Street SW F. Justice Center - 340 East Main Street The entire annual fee for monitoring shall be paid annually in advance. 2. Provide annual services as follows: A. Annual fire alarm inspection of each City system at $250.00 per system. B. Annual wet sprinkler inspection of each City system at $125.00 per system. C. Annual dry sprinkler inspection of each City system at $225.00 per system City shall provide phone lines at fire alarm control panel locations at no charge to contractor. Contractor shall provide dialer(s) as needed at fire alarm control panel at no charge to the City. 3. The contractor shall bill the City at a rate of $85.00 an hour for any additional services not covered by the aforementioned items 1 and 2. The hourly rate shall increase each year commensurate with the increase in the local Consumer Price Index (CPI). 4. All fees are exclusive of Washington State Sales Tax. Page 9 of 9 ~,,3 f~-7 ADDENDUM TO FIRE SYSTEM MAINTENANCE AND MONITORING AGREEMENT City of Auburn This Agreement, entered into by and between the City of Auburn ("City") and Fire Protection, Inc. ("Contractor") serves as an addendum to the Maintenance ar~d Monitoring Agreement ("Agreement") entered into between the City and the Contractor on Jul}~ 21, 2005. WITNESSETH WHEREAS, under the Agreement the Contractor is providing fire system maintenance and monitoring services to the City; and WHEREAS, the City will be opening new City offices at #2 - 1St St SE, Auburn, WA; and WHEREAS, the City desires to have the Consultant provide alarm monitoring services at the new location; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS HEREIN CONTAINED, THE PARTIES HEREBY AGREE AS FOLLOWS: Section 1. Amendment to Exhibit "A" of the Agreement. Exhibit "A" of the Agreement is hereby amended to read as set forth in Exhibit "A", attached hereto, and incorporated by reference. Section 2. Terms of the Agreement. Except as specifically set forth above, this Addendum does not alter the terms of the Agreement, which shall remain in effect ~~s executed. 1 IN WITNESS WIiEREOF, the parties have caused this agreement to be signed and executed as of this ~ day of P~(a~cl~ , 2006. City of Auburn r i !~ ~~~ -- Fire Protection, Inc. Name: ~ , ~. - L~-~ .T Peter B. Lewis, Mayor Attest: D 'elle E. Daskam, City Clerk 2 EXHIBIT "A" 1. Provide fire alarm monitoring at the following locations at $16.90 per month. Monitoring and billing for all sites listed below, excluding Fire Station #31, shall begin on September 28, 2005: A. City Hall - 25 West Main Street B. Fire Station #31 - 1101 D Street NE starting 7/14/09 C. Fire Station #32 -1951 R Street SE D. Senior Center - 808 9ih Street SE E. Maintenance and Operations -1305 C Street SW F. Justice Center - 340 East Main Street The entire annual fee for monitoring shall be paid annually in advance. 2. Provide annual services for the above listed locations as follows: A. Annual fire alarm inspection of each City system at $250.00 per system. B. Annual wet sprinkler inspection of each City system at $125.00 per system. C. Annual dry sprinkler system inspection of each City system at $225.00 per system. City shall provide phone lines at fire alarm control panel locations at not charge to contractor. Contractor shall provide dialer(s) as needed at fire alarm control panel at no charge to the City. 3. The contractor shall bill the City at a rate of $85.00 an hour for any additional services not covered by the aforementioned items 1 and 2. The hourly rate shall increase each year commensurate with the increase in the local Consumer Price Index (CPI). 4. All fees are exclusive of Washington State Sales Tax. 5. Provide alarm monitoring services for #2 -1St St SE, Auburn, WA, at $17.00 per month, effective March 1, 2006, and ending December 31, 2008, with the option of extending monitoring services on a month to month basis after December 31, 2008. ~~U~ ~_ EXHIBIT "A" 1. Provide fire alarm monitoring at the following locations at $16.90 per monl:h. Monitoring and billing for all sites listed below, excluding Fire Station #31, shall begin on September 28, 2005. A. City Hall - 25 West Main Street B. Fire Station #31 - 1101 D Street NE starting 7/14/09 C. Fire Station #32 - 1951 R Street SE D. Senior Center - 808 9th Street SE E. Maintenance and Operations -1305 C Street SW F. Justice Center - 340 East Main Street The entire annual fee for monitoring shall be paid annually in advance. 2. Provide annual services as follows: A. Annual fire alarm inspection of each City system at $250.00 per system. B. Annual wet sprinkler inspection of each City system at $125.00 per system. C. Annual dry sprinkler inspection of each City system at $225.00 per system City shall provide phone lines at fire alarm control panel locations at no charge to contractor. Contractor shall provide dialer(s) as needed at fire alarm control panel at no charge ito the City. 3. The contractor shall bill the City at a rate of $85.00 an hour for any additional services not covered by the aforementioned items 1 and 2. The hourly rate shall increase each year commensurate with the increase in the local Consumer Price Index (CPI). 4. All fees are exclusive of Washington State Sales Tax. Page 9 of 9