HomeMy WebLinkAboutAgreement for Services with Construction Specialists Inc vv
CITY OF AUBURN AGREEMENT FOR SERVICES
Scope of work development for needed repairs to
126 11th Street SE, Auburn
THIS AGREEMENT made and entered into on this \O't day of 20 TO, by and
between the City of Auburn, a municipal corporation of the State of Washingto , hereinafter
referred to as "City" and Construction Specialties Enterprises Inc., P.O. Box 451, Maple Valley,
WA 98038, hereinafter referred to as the "Provider."
WITNESSETH:
WHEREAS, the City owns a single family residence located at 126 11th Street SE, Auburn,
WA 98002, King County parcel number 3141600540 that is in need of repair; and,
WHEREAS, the City desires to retain the Provider to develop a list of needed repairs
and a contractors estimate for the cost of such repairs; 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:
1. 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 be responsible to provide work
products and services of a quality and professional standard acceptable to 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 thereunder. 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.
3. Provider's Representations
The Provider hereby represents and warrants that the Provider has all necessary licenses
COA/Construction Specialties Enterprises—Scope of work development for repairs to 126 11th Street SE, Auburn
and certifications to perform the services provided for herein, and is qualified to perform
such services.
4. 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. Provide access for the provider to the subject property.
5. Termination
The City may terminate this Agreement upon seven (7) days' written notice; provided that
Contractors shall be compensated for services provided through the end of the following
month at the rate described in section 2 and Exhibit B. Upon termination, Provider shall
deliver to City all code and other work it has competed towards the deliverables described
in Exhibit A.
6. 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 upon completion
of each deliverable or date that is shown on Exhibit B for the amount shown on that exhibit.
Upon acceptance of the invoice or statement, 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 City agrees to pay a late
penalty of 1`)/0 of the outstanding balance sixty days after the date of the invoice.
The not to exceed amount of the compensation, excluding any penalties, shall be
$1,000.00. Provider agrees that this is its sole compensation inclusive of all expenses and
that it has the sole obligation to pay any third party vendors in connection with the products
or services delivered under this Agreement.
7. Time for Performance and Term of Agreement
The agreement shall commence on the effective date of the agreement and shall remain in
force until completion of the scope of work, as described in Exhibit A, or the agreement is
otherwise terminated according to this agreement. The term of this agreement shall
terminate no later than 31st day of January, 2020 unless otherwise modified in writing.
8. Ownership and Use of Work Products
All information and materials created, prepared, shared or otherwise delivered by the
COA/Construction Specialties Enterprises —Scope of work development for repairs to 126 11th Street SE. Auburn
Provider as part of their 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 and shall be subject to the requirements of the Public
Records Act, Chapter 42.56 RCW.
9. 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.
If any litigation, claim, dispute, or audit is initiated before the expiration of the three (3) year
period, all records and books of accounts pertaining to any work performed under this
Agreement shall be retained until all litigation, claims, disputes, or audits have been finally
resolved.
10. Continuation of Performance
If 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.
11. Administration of Agreement
This Agreement shall be administered on behalf of the City by the City of Auburn's
Administration Department, or designee. Any written notices required by the terms of this
Agreement shall be served on or mailed to the following addresses:
City of Auburn Construction Specialties Enterprises, Inc.
Josh Arndt Rick Jones
Real Property Analyst/EcDev P.O Box 451
25 W Main St Maple Valley, WA 98038
Auburn, WA 98001-4998 Phone: 253.350.3694
Phone: 253.288.4325 E-mail: constructionspecialtiesenter c(D gmail.com
Jarndt c(�auburnwa.gov
12. 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. If addressed to a person not a party to this Agreement, the notice
shall be sent, in the foregoing manner, to the address designated by a party to this
Agreement.
Either party may change its address by giving notice in writing, stating his, her or its new
COA/Construction Specialties Enterprises—Scope of work development for repairs to 126 11th Street SE, Auburn
address, to the other party, pursuant to the procedure set forth above.
13. Insurance
The Provider shall procure and maintain for the duration of this Agreement, at its sole
expense, 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 herein 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. 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 a p er project aggregate limit using ISO form CG
25 03 05 09 or equivalent endorsement. There shall be no exclusion for liability arising
from explosion, collapse or underground property damage. The City shall be named as
an insured under the Provider'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.
b. Professional Liability (errors & omission) insurance appropriate to Provider's profession
with limits no less than $1,000,000 per claim and $1,000,000 aggregate.
c. 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. Provider shall maintain automobile
insurance with minimum combined single limit for bodily injury and property damage of
$1,000,000 per accident.
d. 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
Commercial General Liability and Automobile Liability insurance:
a. The Provider's insurance coverage will be primary insurance as respects the City. Any
insurance, self-insurance, or insurance pool coverage maintained by the City will be excess of
the Provider's insurance and will 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.
COA/Construction Specialties Enterprises—Scope of work development for repairs to 126 11th Street SE, Auburn
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.
14. Indemnification/Hold Harmless
Except for injuries and damages caused by the sole negligence of the City, 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, of every
kind, including attorney fees and litigation expenses, arising out of or in connection with any
alleged act, omission, professional error, fault, mistake, or negligence of the Provider, its
employees, agents, representatives, or subcontractors, including employees, agents, or
representatives of its sub-contractors, taken in the performance of this Agreement, or
arising out of worker's compensation claims, unemployment compensation claims, or
unemployment disability compensation claims.
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.
Provider specifically indemnifies the City against all expenses, liabilities, costs, settlements
or judgments, including attorney fees, in connection with any infringement of patent,
copyrights, or other intellectual property rights arising from its performance of this
agreement.
15. Limitation on Liability
Provider will not be bound by any implied warranty of merchantability or implied warranty for
a particular purpose. Provider shall not be liable for consequential or indirect damages,
including loss of profits, loss of business, loss of data, interruption of business, or any other
expectation or reliance damages incurred by City as a result of performing services in
accordance with this agreement.
16. Non-Disclosure of Confidential Data.
Each party shall safeguard the other's confidential information with, at a minimum, the
same degree of care that it would exercise in protecting its own confidential, unless required
to disclose the information by law or expressly permitted by the party holding the
confidential information. Confidential information may include technological and business
information, addresses and other identifying information of city residents and businesses
COA/Construction Specialties Enterprises — Scope of work development for repairs to 126 11th Street SE, Auburn
(e.g. social security numbers, telephone numbers), financial information identifiable to a city
resident or business, and other information specified as confidential by either party. This
prohibition shall survive the termination of this agreement.
17. 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 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.
18. 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.
19. 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.
20. Independent Contractor Status
The Contractors shall perform the services described in Section 2 as independent
contractors 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.
21. 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.
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
COA/Construction Specialties Enterprises — Scope of work development for repairs to 126 11''' Street SE. Auburn
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 Agreement
This Agreement, together with any subsequent amendments or addendums, 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. No other understandings, oral or otherwise, regarding this
Agreement shall exist or bind any of the parties.
26. Non-Availability of Funds
Every obligation of the City under this Agreement is conditioned upon the availability of
funds appropriated or allocated for the performance of such obligation; and if funds are not
allocated and available for the continuance of this Agreement, then the City may terminate
this Agreement at the end of the period for which funds are available, without the notice
provided by Section 6.
No liability shall accrue to the City in the event this provision is exercised, and the City shall
not be obligated or liable for any future payments or damages as a result of termination
under this Section.
[SIGNATURES ON THE FOLLOWING PAGE]
COA/Construction Specialties Enterprises— Scope of work development for repairs to 126 11th Street SE, Auburn
EXHIBIT A
SCOPE OF SERVICE
Development of scope of work to include a list of needed property repairs along
with a contractors estimate for the cost to cure (both categorical and cumulative)
such repairs
Total $1,000.00
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EXHIBIT B
COMPENSATION
As compensation in consideration of the Providers performance, the City will pay the
Provider fees and costs associated with the tasks identified in this contract.
Compensation for this contract is not to exceed One Thousand Dollars ($1,000.00).
Payment for this contract will be as follows:
• $500.00—Upon execution of the contract
• Remaining balance upon completion of those items noted in Exhibit A