HomeMy WebLinkAboutCONTECH Stormwater Solutions Inc AG-S-013
CITY OF AUBURN
AGREEMENT FOR SERVICES
AG-S-013
THIS AGREEMENT made and entered into on this J~ day of ~C t~~`
2007, by and between the City of Auburn, a municipal corporation of the State of Washington,
hereinafter referred to as "City" and CONTECH Stormwater Solutions, Inc., 11835 NE Glenn
Widing Drive, Portland, OR 97220, hereinafter referred to as the "Provider."
WITNESSETH:
WHEREAS, the City is in need of the services of individuals, employees or firms for
inspection and maintenance of the StormFilters installed in four (4) storm vaults. Two vaults
are located at 3rd and C Street SW, Auburn; a third vault is located at 3rd and A Street SW,
Auburn; and a fourth is located at Auburn Way between Highway 18 & F Street SE, Auburn;
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
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October 1, 2007
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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.
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. 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.
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 shall process the
invoice or statement in the next billing/claim cycle following receipt of the invoice or
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October 1, 2007
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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. The not-to-exceed amount for this
agreement is $13,708.80.
8. Time for Performance and Term of Agreement
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 11/30/07.
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 Darcy Arbach, 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 Engr
25 W Main St
Auburn, WA 98001-4998
Phone: 253-804-5060
Fax: 253-931-3053
Provider
CONTECH Stormwater Solutions, Inc.
Attn: Darcy Arbach, Maint. Project Coordinator
11835 NE Glenn Widing Drive
Portland, OR 97220
Phone: 503-258-3166
Fax: 800-561-1271
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October 1, 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. 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.
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.
16. 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.
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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, religion, color, sex, sexual orientation, national origin, age, or where
there is the presence of any sensory, mental or physical disability.
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 transferor
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 Prevailing 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.
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October 1, 2007
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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 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.
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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October 1, 2007
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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.
C I U ~~
,-~
Peter B. Lewis, Mayor
OCT ] 1 2007
Date
ATTEST:
anie le E. Daskam, City Clerk
D AS TO FORM:
CONTECH STORMWATER SOLUTIONS, INC.
Title: ~/z ~? ~~% P ~~h~ ~~~ ~~`~~~~
Federal Tax ID # ~ "~~
AG-S-013
October 1, 2007
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EXHIBIT A
SCOPE OF WORK
AG-S-013
The following tasks shall be performed related to the StormFilters which are located in
four (4) storm vaults. Two (2) vaults are located at 3rd and C Street SW, Auburn, a third
vault is located at 3rd and A Street SW, Auburn, and a fourth vault is located at Auburn
Way South between Highway 18 & F Street SE, Auburn. Vaults and StormFilters
information is as follows:
Serial Number Vault Size
2812.01 8x16
2812.02 6x12
2812.03 6x12
4188.01 6x8
Tasks
Cartridges Media Type
27 CSF
11 CSF
8 CSF
4 ZPG
1. Perform cone-time inspection of all StormFilters located in the four vaults described ~'1
above during the month of October 2007 or November 2007. a+l-- ~ t~rs~
Ils~~'G1
2. Evaluate the condition of mechanical filter components.
3. If maintenance is warranted, it shall include: Remove the accumulated liquids and
solids by vacuum; replace the exhausted cartridges, dispose of the accumulated
materials, and provide a Certificate of Compliance for the completed maintenance.
4. Notify regulatory agency and owner, via written confirmation, that the inspection
and/or maintenance have/has been performed.
AG-S-013
Exhibit A
Page 1 of 1
EXHIBIT B
FEES
AG-S-013
Provider will conduct those tasks as established and in accordance with Exhibit A of this
document for an amount not to exceed thirteen thousand seven hundred eight dollars
and eighty cents ($13,708.80), which is the total of inspection and replacement of
StormFilters in all four vaults, and 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 $360.00 for Auburn Way South and $120 for each other location.
The following is a breakdown of costs, per vault, for Inspection Only, and Inspection and
StormFilter replacement:
Inspection &
StormFilter
Serial Number Vault Size Cartridges Media Type Insp ection Only Replacement
4188.01 6x8 4 ZPG $ 360.00 $ 1,100.00
2812.01 8x16 27 CSF $ 120.00 $ 6,750.00
2812.02 6x12 11 CSF $ 120.00 $ 2,750.00
2812.03 6x12 8 CSF $ 120.00 $ 2,000.00
Subtotal $12,600.00
Sales Tax $ 1,108.80
Total $13708.80
AG-S-013
Exhibit B
Page 1 of 1