HomeMy WebLinkAboutStormwater 360 AG-S-005
A "3. I 10 .c,
CITY OF AUBURN
AGREEMENT FOR SERVICES
AG-S-005
THIS AGREEMENT made and entered into on this I~~'" day of ('),. ~ob"-'r.~oo~
2005, by and between the City of Auburn, a municipal corporation of the State of Washington,
hereinafter referred to as "City" and Stormwater 360, 12021-8 NE Airport Way, Portland OR
97220, hereinafter referred to as the "Provider."
WITNESSETH:
WHEREAS, the City is in need of services of individuals, employees or firms for
inspection and maintenance of the Storm Filters installed in three (3) storm vaults. Two vaults
are located at 3rd and C Street SW, Auburn; while the third vault is located at 3rd and A Street
SW, Auburn; and,
WHEREAS, the City desires to retain the Provider to provide certain services in
connection with said Storm Filters; and,
WHEREAS, the Provider is qualified and able to provide services in connection with the
City's needs for the above-described work/project, and is willing and agreeable to provide such
services upon the terms and conditions herein contained.
NOW, THEREFORE, the parties hereto agree as follows:
1. Scope of Services.
The Provider agrees to perform 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 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.
From time to time hereafter, the parties hereto may agree to the performance by the
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 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 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.
AG-S-005
October 10, 2005
Page 1 of6
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 an 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 he 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 "8" attached hereto
and made a part hereof (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 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.
AG-S-005
October 10, 2005
Page 2 of6
8.
Time for Performance and Term of Aareement.
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 11/30/05.
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 Aareement. ~
This Agreement shall be administered by -t"'CU1...\ \==": S; c h 1"-1 ; J {. , 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 Engineer
25 W Main St
Auburn, WA 98001-4998
Phone: 253.804.5060
Fax: 253.931.3053
Provider
Stormwater 360
Attn: Matt Stiller, Director of Operations
12021-8 NE Airport Way
Portland OR 97220
Phone: 1.800.548.4667
Fax: 1.800.561.1271
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.
AG-S-005
October 10, 2005
Page 3 of6
14 Insurance.
The 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. Insurance is to be placed with authorized insurers in Washington State
with a current A.M. Best rating of not less than A:VII. The Provider shall furnish
evidence, satisfactory to the City, of all such policies. During the term hereof, the
Provider shall take out and maintain in full force and effect the following insurance
policies:
a. Comprehensive public liability insurance, including automobile and property damage,
insuring the City and the Provider against loss or liability for damages for personal
injury, death or property damage arising out of or in connection with the performance
by the 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.
15. Indemnification.
The Provider shall indemnify and hold harmless the City and its officers, agents and
employees, or any of them from any and all 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 Provider, its officers, agents, employees, or any of them
relating to or arising out of the performance 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 Provider and their respective officers, agents and employees, or
any of them, the Provider shall satisfy the same to the extent that such judgment was
due to the Provider's negligent acts or omissions.
16. Assianment.
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
AG-S-005
October 10, 2005
Page 4 of6
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.
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 Prevailina 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. Headinas 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.
AG-S-005
October 10,2005
Page 5 of6
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 Aareement.
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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed effective the day and year first set forth above.
CI~
STORMWATER 360
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Peter B. Lewis, Mayor
Name:
Title:
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Attest:
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Danielle Daskam City Clerk
Name:
Title:
AG-S-005
October 10, 2005
Page 6 of6
EXHIBIT A
SCOPE OF WORK
AG-S-005
The following tasks shall be performed related to the StormFilters which are located in three (3)
storm vaults. Two (2) vaults are located at 3rd and C Street SW, Auburn, while the third vault is
located at 3rd and A Street SW, Auburn. Vaults and Stormfilters information is as follows:
Serial Number Vault Size Cartridges Media Type
2812.01 8x16 27 CSF
2812.02 6x12 11 CSF
2812.03 6x12 8 CSF
Tasks
1. Perform a one-time inspection of all StormFilters located in the three vaults described above
during the month of October 2005 or November 2005. Inspection shall include:
Test/evaluate the filter media for hazardous constituents (regional composite annually).
2. Evaluate the condition of mechanical filter components.
3. Remove and replace exhausted cartridges and remove accumulated sediment from the vault
as necessary.
4. Notify regulatory agency and owner, via written confirmation, that maintenance has been
performed.
AG-S-005 - Exhibit A
October 10, 2005
Page 1 of 1
EXHIBIT B
FEES
AG-S-005
Provider will conduct those tasks as established and in accordance with Exhibit A of this
document for an amount not to exceed nine thousand eight dollars and sixty-four cents
($9,008.64), which is the total of inspection and replacement of StormFilters in all three vaults,
including Washington State Sales Tax at 8.8%. If removal and replacement of exhausted
cartridges are not required in a vault, the cost for inspection only shall be $280.00 per vault.
The following is a breakdown of costs, per vault, for Inspection Only, and Inspection and
StormFilter replacement:
Serial Number
2812.01
2812.02
2812.03
Vault Size
8x16
6x12
6x12
Cartridges
27
11
8
Media Type
CSF
CSF
CSF
Inspection Only
$ 280.00
$ 280.00
$ 280.00
Subtotal
Sales Tax
Total
Inspection &
StormFilter
Replacement
$ 4,860.00
$ 1,980.00
$ 1.440.00
$ 8,280.00
728.64
1- 9.008.64
AG-S-005 - Exhibit B
October 10, 2005
Page 1 of 1