HomeMy WebLinkAboutPro-Vac Clean Service AG-S-035CITY OF AUBURN
AGREEMENT FOR SERVICES
AG-S-035
~
THIS AGREEMENT made and entered into on this ~ day of
2010, by and between the City of Auburn, a municipal corporation of the State of
Washington, hereinafter referred to as "City" and Pro-Vac, Clean Service, 6622 112tn
Street East Puyallup, Washinqton, 98373, hereinafter referred to as the "Provider."
WITNESSETH:
WHEREAS, the City is in need of the services of individuals, employees or firms
for StormFilter Inspection and Maintenance work; and,
WHEREAS, the City desires to retain the Provider to provide said services in
connection with the City's work; and,
WHEREAS, the Provider 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 Provider agrees to perform in a good and professional manner the tasks
described on Exhibit "A" which is attached hereto and by this reference made a
part of this Agreement. (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
In the event additional services with respect to related work are required beyond
those specified in the Scope of Work, and not included in the compensation listed
in this Agreement, a contract amendment 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.
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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 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.
f-he 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 the Provider has all necessary
licenses and certifications to perForm the services provided for herein, and is
qualified to perForm such services.
5. City'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 "B"
which is attached hereto and by this reference made a part of this Agreement (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 upon acceptance of the invoice or statement 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
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Agreement number must appear on all invoices or statements submitted. The not-
to-exceed amount for this agreement is $13,402.80.
8. Time for Performance and Term of Aqreement
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. All work under this Agreement shall be completed by Auqust
31, 2010.
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 Agreement
This Agreement shall be administered by Dean Dunlap, 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
Tim Carlaw
Storm Drainage Engineer
25 W Main St
Auburn, WA 98001-4998
Phone: 253-804-5060
Fax: 253-931-3053
E-mail: tcarlaw@auburnwa.gov
Pro-Vac Clean Service
Dean Dunlap
Manager
6622 112th Street East
Puyallup, Washington 98373
Phone: 253-435-4328
Fax: 253-435-5788
E-mail: dean@pro-vac.com
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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.
14. Insurance
The Provider shall procure and maintain for the duration of this 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
Provider, or the Provider's agents, representatives, employees, or subcontractors.
Provider's maintenance of insurance as required by the Agreement shall not be
construed to limit the liability of the Provider to the coverage provided by such
insurance, or otherwise limit the City's recourse to any remedy available at law or
in equity.
The Service Provider shall obtain insurance of the types described below:
a. Automobile Liability insurance, covering all owned, non-owned, hired and
leased vehicles. Coverage shall be written on Insurance Services Office (ISO)
form CA 00 01 or a substitute form providing equivalent liability coverage. If
necessary, the policy shall be endorsed to provide contractual liability
coverage. Provider shall maintain automobile insurance with minimum
combined single limit for bodily injury and property damage of $1,000,000 per
accident.
b. Commercial General Liability insurance shall be written on ISO occurrence form
CG 00 01 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 01 and Additional Insured-Completed Operations endorsement
CG 20 37 10 01 or substitute endorsements providing equivalent coverage.
Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate, and a$2,000,000
products-completed operations aggregate limit.
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c. Worker's Compensation coverage as required by the Industrial Insurance laws
of the State of Washington.
The insurance policies are to contain, or be endorsed to contain, the following
provisions for Automobile Liability and Commercial General Liability insurance:
a. The Provider's insurance coverage shall be primary insurance as respects the
City. Any insurance, self-insurance, or insurance pool coverage maintained by
the City shall be excess of the Provider's insurance and shall not contribute
with it.
b. The Provider's insurance shall be endorsed to state that coverage shall not be
cancelled by either party, except after 30 days prior written notice by certified
mail, return receipt requested, has been given to the City.
Insurance is to be placed with an authorized insurer in Washington State. The
insurer must have a current A.M. Best rating of not less than A:VII.
Provider shall furnish the City with certificates of insurance and a copy of the
amendatory endorsements, including but not necessarily limited to the additional
insured endorsement, evidencing the insurance requirements of the Provider
before commencement of the work. The City reserves the right to require that
complete, certified copies of all required insurance policies be submitted to the City
at any time. The City will pay no progress payments under Section 7 until the
Provider has fully complied with this section.
15. Indemnification/Hold Harmless
The Provider shall defend, indemnify and hold the City and 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 Provider and the City, its officers, officials, employees, and
volunteers, the Provider's liability hereunder shall be only to the extent of the
Provider's negligence. It is further specifically and expressly understood that the
indemnification provided herein constitutes the Provider'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.
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16. Assiqnment
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 waiver. Any waiver by any party of any default of the
other party shall not affect 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.
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21. Costs to Prevailinq Partv
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, 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.
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 Aqreement
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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed effective the day and year first set forth above.
CITY C~F AU~,i~l ~ Pro-Vac, Clean Services
I
_ , a
Peter B. Lewis, Mayor Signature
Name:
Attest: Title:
lo~~Gti-[-~-~,
Danielle Daskam City Clerk
Approved as to form:
Ik
Daniel B. eid, City Attorney
Signature
Name:
Title:
Federal Tax ID No:
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EXHIBIT A
SCOPE OF WORK
AG-S-035
The following tasks shall be performed related to the StormFilters which are located in
six (6) storm vaults in Auburn. Two (2) vaults are located at 3rd and C Street SW, a third
vault is located at 3rd and A Street SW, a fourth vault is located at Auburn Way South
between Highway 18 & F Street SE, a fifth vault is located at 14th & D Place SE and the
sixth vault is located on SE 304t" St west of the intersection with 124th Ave SE. Vault
and StormFilter information is as follows:
Serial
Media
Pro'ect Name
Location
Number
Vault Size
Cartrid es
T pe
y St grade separation
C St NW north of
2812.01
8'x16'
24
CSF
3rd St NW
3r St grade separation
C St NW north of
2812.02
6'x12'
11
CSF
3rd St NW
3r St grade separation
A St SW south of
2812.03
6'x12'
11
CSF
3rd St SW
Auburn Way South
AWS just south
4188.01
6'x8'
4
ZPG
safet im rovements
of Hw 18
Storm pond
D Place SE and
28820.01
72" 0
6
ZPG
im rovements
14th St SE
SE 304 and 124 Ave
SE 304 St and
Unknown
48" 0
2
unknown
124th Ave SE
Tasks
1. Perform a one-time inspection of all StormFilter BMPs located in the six vaults
described above before May 31, 2010.
a. Inspection shall include quantity of debris, any additional problems with
the vaults or cartridges and pictures taken during the inspection.
b. An inspection report with pictures will be issued upon completion of the
inspection and the results will be used to determine if further cleaning or
repair activities are required.
2. Cleaning will be perFormed on an as needed basis. If cleaning is warranted, it
shall performed before July 31, 2010 and include:
a. Removal and disposal of the accumulated liquids and solids;
b. Replacement and disposat of the exhausted fitter cartridge media
3. A Certificate of Compliance will be provided for each StormFilter BMP. The
compliance certificate will certify that all maintenance activities were successfully
completed in accordance with accepted guidelines.
AG-S-035
Exhibit A
Page 1 of 1
EXHIBIT B
Fees
AG-S-035
Provider will conduct those tasks as established and in accordance with Exhibit A of this
document for an amount not to exceed $13,402.80, which is the total of inspection,
cleaning and replacement of StormFilters in all six vaults, and Washington State Sales
Tax at 9.5%. If removal and replacement of exhausted cartridges are not required in a
vault, the cost for inspection only shall be $360.00 each for Auburn Way South, 14th St &
D Place SE and SE 304th St & 124th Ave SE and $240.00 for each 3`d St SW location.
The following is a breakdown of costs, per vault, for Inspection Only, and Inspection,
Cleaning and StormFilter Replacement and Disposal.
Inspection,
Cleaning, &
StormFilter
Serial
Vault
Media
lnspection
replacement
Project Name
Number
Size
Cartrid es
T pe
Onl
and dis osal
3r St grade
2812.01
8'x16'
24
CSF
$240.00
$4560.00
se aration
3St grade
2812.02
6'x12'
11
CSF
$240.00
$2220.00
se aration
3r St grade
2812.03
6'x12'
11
CSF
$240.00
$2220.00
se aration
AWS safety
4188.01
6'x8'
4
ZPG
$360.00
$1080.00
im rovements
Storm pond
28820.01
72" o
6
ZPG
$360.00
$1440.00
im rovements
SE 304t and
Unknown
48" 0
2
unknown
$360.00
$720
00
124th Ave
.
Subtotal
$12,240.00
Sales Tax
$1,162.80
Total
$13,402.80
AG-S-035
Exhibit B
Page 1 of 1
*
OF * *
Peter B. Lewis, Mayor
A'iJBURN
* WASHINGTON 25 West Main Street * Aubum WA 98001-4998 * www.aubumwa.gov * 253-931-3000
March 25, 2010
Dean Dunlap
Pro-Vac Clean Service
6622 112th Street East
Puyallup, WA 98373 CIT. Y OF AUdURsV
17 raf°.~-
RE: Agreement No. AG-S-035 F ' r
Storm Filter Inspection and Maintenance MAP
Agreement Execution
Dear Mr. Dunlap:
Enclosed please find an executed copy of the above-referenced Agreement. For the City's
tracking and record keeping purposes, please reference AG-S-035 on all correspondence
and related material. This letter serves as your Notice to Proceed.
As the project manager, I am the designated contact for this agreement and all
amendments. Questions, assignments and coordination shall be routed through me. You
can contact me at 253-804-5060.
Sincerely,
Tim Carlaw
Storm Drainage Engineer
Public Works Department
TC/ad/hm
Enclosure
cc: Dani Daskam, City Clerk
Tim Carlaw, Project Manager
AG-S-035
AUBURN* MORE T'HAN YOU IMAGINE