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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 ..- - ~ 9~ ~. .2~~{+ f:::-au l 'l=". S'c h "'-<; d + , 0 - (2-0.s- Peter B. Lewis, Mayor Name: Title: rl eU -'"' ~e I".&{ ,"'l€ e I-I et (\ ad e r Attest: 11 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