Loading...
HomeMy WebLinkAboutB & C Services Inc AG-S-021~~ ~ ~ ~ ~ CITY OF AUBURN AGREEMENT FOR SERVICES AG-S-021 ,1~ G/ \ THIS AGREEMENT made and entered into on this 7 day of ~,~ 2007, by and between the City of Auburn, a municipal corporation of the St e of Washington, hereinafter referred to as "City" and B & C Services Inc. whose address is 1065 Rosemont Blvd., Bellevue, WA 98008, hereinafter referred to as the "Provider." WITNESSETH: WHEREAS, the City is in need of the services of individuals, employees or firms for performing traffic counts; 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 to assist the City of Auburn's Public Works Department, Engineering Division on an on-call basis. Work will completed at the direction of City staff, and may include some or all of the following: a. Assist the City with the development construction drawings and record drawings b. Assist the City with development of various maps c. Assist the City with the development of other project documents. 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 Agreement AG-S-021 March 27, 2007 Page 1 of 6 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. 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 in Section 1 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. 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 the Provider has all necessary licenses and certifications to perform the services provided for herein, and is qualified to perform such services. 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 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. 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. The total amount of the Agreement is not to exceed $25,000.00. Consulting services will be provided at a rate of $50.00 per hour. Mileage to and from Auburn City hall from the Consultant's business location will not be paid. Mileage associated with City project work will be reimbursed at 44.5 cents per mile. 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 Agreement AG-S-021 March 27, 2007 Page 2 of 6 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. 8. Time for Performance and Term of Agreement. The Provider shall not begin any work under this Agreement until authorized by the City. The Provider shall perform the services provided for herein in accordance with the direction and scheduling by the City, unless otherwise agreed to in writing by the parties. The Term of this Agreement shall terminate on December 31, 2007, which can be amended by both parties for additional time. 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 Charles Blackwell 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 Attn: William Helbig 25 W Main Street Auburn WA 98001 Phone: 253.288.3142 Fax: 253. 931.3053 E-mail: whelbig@auburnwa.gov B & C Services, Inc. Attn: Charles Blackwell 1065 Rosemont Blvd. Bellevue, WA 98008 Cell Phone: 206.669.3758 Phone: 425.885.1759 E-mail: shakeria@msn.com Agreement AG-S-021 March 27, 2007 Page 3 of 6 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. 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. 15. 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. 16. 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. 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 Agreement AG-S-021 March 27, 2007 Page 4 of 6 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. 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 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 Section 7 of this Agreement. 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 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. 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 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. 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 Agreement AG-S-021 March 27, 2007 Page 5 of 6 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. 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 this Agreement to be executed effective the day and year first set forth above. CITY O AU - _ _-.J Peter B. Lewis, Mayor Attest: Danielle Daskam City Clerk as to form: B. Heid, City A B & C SERVICES, INC. r „s~" / Signature Name: Charles Blackwell Title: Owner Agreement AG-S-021 March 27, 2007 Page 6 of 6 ~ ~~- ~~~ AMENDMENT #1 TO SERVICE AGREEMENT NO. AG-S-021 BETWEEN THE CITY OF AUBURN AND B & C SERVICES, INC. RELATING TO ON-CALL IN-HOUSE CAD SERVICES THIS AMENDMENT is made and entered into this~~day o ~ ~~ , 2007, by and between the CITY OF AUBURN, a municipal corporation oft State of Washington (hereinafter referred to as the "CITY"), and B & C Services, Inc. (hereinafter referred to as the "PROVIDER"), as an Amendment to the Service Agreement between the parties for AG-S-021 executed on the 4th day of April, 2007. The changes to the agreement are described as follows: 1. CONTRACT TERM: There is no change to the date of termination. 2. SCOPE OF WORK: There is no change in the scope of work. 3. COMPENSATION: The amount of this amendment is $25,000.00. The total agreement amount is increased to a total of $50,000.00. REMAINING TERMS UNCHANGED: That all other provisions of the Agreement between the parties for AG-S-021 executed on the 4th day of April, 2007, shall remain unchanged, and in full force and effect. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. B & C SERVICES, INC. ITY U ~% ~ -, ~ ~ ...f ~ ~- Authorized signature Pe er B. L wis, ayor ATTEST (Optional): ATTEST: By: ~ ~ ~~~ Its: Danielle E. Daskam, Auburn City Clerk Approved as to form (Optional): Appr a as to form: Attorney for (Other Party) Daniel B. Hei ,Auburn City At rney Amendment No. 1 for Agreement No. AG-C-021 B & C Services, Inc. Page 1 of 1