HomeMy WebLinkAboutB & C Services Inc AG-S-021~~ ~ ~ ~ ~
CITY OF AUBURN
AGREEMENT FOR SERVICES
AG-S-021
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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
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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
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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
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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. 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
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March 27, 2007
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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
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March 27, 2007
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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.
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Signature
Name: Charles Blackwell
Title: Owner
Agreement AG-S-021
March 27, 2007
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~ ~~- ~~~
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
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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.
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