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HomeMy WebLinkAboutContractMASTER NON-EXCLUSIVE ON-CALL SMALL PUBLIC WORKS AGREEMENT FOR TREE WORK CAG-25-056 THIS AGREEMENT (“Agreement”) is made as of the 6th day of _March, 2025, (the “Effective Date”) by and between the City of Renton, a Washington municipal corporation (“City”), and Root Cause, LLC, a Washington limited liability company, (“Contractor”) to provide non-exclusive on-call tree work services. City and Contractor agree as set forth below. The City desired on-call tree planting, maintenance, and removal services and solicited a written Bid Proposal for this Agreement. The Contractor responded to the Bid Proposal to provide these services and represents that it is qualified and possesses sufficient skills to perform such work. 1. Scope of Work: Contractor agrees to provide non-exclusive on-call tree trimming, tree removal, tree planting and related services (the “Work” or “Project”) generally set forth in Exhibit A with a detailed scope of work to be described in work orders issued on an as- needed basis throughout the term of this Agreement (each a “Work Order” or “Work List”). 2. Changes in Scope of Work: City, without invalidating this Agreement, may order changes to the Scope of Work consisting of additions, deletions or modifications, the Agreement Sum being adjusted accordingly by the parties’ mutual agreement. Such changes in the work shall be authorized by written Change Order or Amendment signed by the parties. 3. Time of Performance/ Term of Agreement/ Renewal : A. Contractor shall commence performance of the Agreement pursuant to the schedules set forth in each Work Order. B. The Term of this Agreement is one year: All Work shall be performed not later than December 31, 2025. C. This Agreement may be renewed for one (1) additional one (1) year period. D. This Agreement may be extended for less than one additional year, if necessary, to complete the Work in an existing Work Order upon mutual written agreement of City and Contractor. CAG-25-056 PAGE 2 OF 13 4. Compensation: A. Amount. Total compensation to Contractor for Work for all Work Orders cumulatively provided pursuant to Section 1 of this Agreement shall not exceed Fifty thousand dollars ($50,000.00), including any applicable state and local sales taxes. No individual Work Order will exceed twenty-five thousand dollars ($25,000). Contractor will provide a written quote for each Work Order before commencing performance.Compensation shall be paid based upon Work actually performed according to the rate(s) or amounts specified in Exhibit B. Contractor agrees that any hourly or flat rate charged by it for its Work shall remain locked at the negotiated rate(s) provided in Exhibit B unless otherwise agreed to in writing. Compensation for Work performed at overtime rates is subject to City approval. City does not guarantee any amount of work, minimum payment, or that Contractor is the exclusive provider of the Work under this Agreement. Contractor further agrees that it owns and has the right to use the equipment listed in Exhibit B, unless expressly stated otherwise therein with associated rental costs for the equipment. If equipment listed in Exhibit B does not provide a dollar rate per hour, Contractor will only bill the hourly labor rates for equipment operation.Subcontracted or rented equipment costs will be reimbursable for the exact amount paid by Contractor subject to the City’s prior approval and review of Contractor’s proof of payment. Except as specifically provided herein, the Contractor shall be solely responsible for payment of any taxes imposed as a result of the performance and payment of this Agreement. B. Method of Payment. For each Work Order, on a monthly or no less than quarterly basis during any quarter in which Work is performed, the Contractor shall submit a voucher or invoice in a form acceptable to the City, including a description of what Work has been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Work. Payment shall be made by the City for Work performed within thirty (30) calendar days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Contractor’s performance does not meet the requirements of this Agreement, the Contractor will correct or modify its performance to comply with the Agreement. The City may withhold payment for work that does not meet the requirements of this Agreement. PAGE 3 OF 13 C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by the City of any remedies it may have against the Contractor for failure of the Contractor to perform the Work or for any breach of this Agreement by the Contractor. D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City shall not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. Prevailing Wage/ Method of Payment/ Retainage/ Bonding: Payment by the City for the Work will only be made after the Work has been performed and a voucher or invoice is submitted in a form acceptable to the City. A.Prevailing Wage Rates: Contractor must comply with the State of Washington prevailing wage requirements. Contractor must file an Intent To Pay Prevailing Wage with the Washington State Department of Labor and Industries at the beginning of the Project and at the beginning of each calendar year, and Contractor must file an Affidavit of Wages Paid (“Affidavit”) at the end of each calendar year and at the end of the Project. The City’s final payment to Contractor will be held until the Affidavit is submitted for each period/calendar year or end of Project. City’s payment of Contractor’s invoices is conditioned upon Contractor submitting a fully executed Affidavit, approved by L&I. A copy of the approved Affidavit should be submitted with each invoice or batch of invoices. Contractor must provide the City with a copy of each subcontractor’s Intent to Pay Prevailing Wage and approved Affidavit before the City will compensate Contractor for Work performed by a subcontractor. The State of Washington prevailing wage rates applicable for this Project, which is located in King County, may be found at the following website address of the Department of Labor and Industries: http://www.lni.wa.gov/TradesLicensing/PrevWage/default.asp http://www.lni.wa.gov/TradesLicensing/PrevWage/WageRates/default.asp Pursuant to WAC 296-127-011, the applicable effective date for prevailing wage rates paid for the duration of this contract shall be the date the contract is executed as reflected in the “Effective Date” identified at the top of the first page of this Agreement and upon the “Effective Date” of each renewal. PAGE 4 OF 13 Upon request, the City will provide a copy of the applicable prevailing wages for this Project. Alternatively, the rates may be viewed at the City of Renton City Hall by making an appointment with the contact person identified herein or prior to contract award with the contact person identified as the City of Renton contact in Paragraph 14 Notices of this agreement. B.For Agreements over $150,000: Pursuant to RCW 60.28 and 39.08 The City requires a 5 % Retainage be withheld and that the Contractor will provide a Performance and Payment (Contract) Bond on the City approved form upon execution of the Agreement. Payment of the initial 95% will be made in the next pay cycle of the Renton Finance Department after receipt of such voucher or invoice (pay cycles are bi-weekly). The remaining 5% will be retained for the purpose of completion of the Project and fulfillment of claims and liens. C.For Agreements under $150,000 Pursuant to RCW 60.28 and 39.08 the City requires a 5 % Retainage be withheld and that the Contractor will provide either a Performance and Payment (Contract) Bond on the City approved form upon execution of the Agreement or waive the payment and performance bond and instead the City will retain 10%. Payment of the initial 95% will be made in the next pay cycle of the Renton Finance Department after receipt of such voucher or invoice (pay cycles are bi-weekly). The remaining 5% will be retained for the purpose of completion of the Project and fulfillment of claims and liens. (Unless the Contractor waives the payment and performance bond below and opts for a 10% retainage below.) Contractor must pick one – if contractor does not pick one then the first option (5% retainage with contract bond) applies: _______To provide a payment and performance bond (contract bond) in the amount of 100% of the estimate including taxes with a 5% retainage. or X To waive a payment and performance bond (contract bond) and instead the city will retain the remaining 10% will be retained for the purpose of completion of the Project and fulfillment of claims and liens. D. City shall have the right to withhold payment to Contractor for any work not completed in a satisfactory manner until such time as Contractor modifies such work so that the same is satisfactory. PAGE 5 OF 13 E. Final Acceptance. Final Acceptance of the Project, and of each Work Order, occurs when the City has determined that the Project is one hundred percent (100%) complete in accordance with the Plans and Specifications. F. Invoices. Invoices should contain the information set forth in Exhibit A. 6. Termination: A. The City reserves the right to terminate this Agreement at any time, with or without cause by giving ten (10) calendar days’ notice to the Contractor in writing. In the event of such termination or suspension, all finished or unfinished documents, data, studies, worksheets, models and reports, or other material prepared by the Contractor pursuant to this Agreement shall be submitted to the City, if any are required as part of the Work. B. In the event this Agreement is terminated by the City, the Contractor shall be entitled to payment for all hours worked to the effective date of termination, less all payments previously made. If the Agreement is terminated by the City after partial performance of Work for which the agreed compensation is a fixed fee, the City shall pay the Contractor an equitable share of the fixed fee. This provision shall not prevent the City from seeking any legal remedies it may have for the violation or nonperformance of any of the provisions of this Agreement and such charges due to the City shall be deducted from the final payment due the Consultant. No payment shall be made by the City for any expenses incurred or work done following the effective date of termination unless authorized in advance in writing by the City. 7. Hold Harmless: Contractor shall indemnify, defend and hold harmless City, its elected officials, officers, agents, employees and volunteers, from and against any and all claims, losses or liability, or any portion of the same, including but not limited to reasonable attorneys’ fees, legal expenses and litigation costs, arising from injury or death to persons, including injuries, sickness, disease or death of Contractor’s own employees, agents and volunteers, or damage to property caused by Contractor’s negligent act or omission, except for those acts caused by or resulting from a negligent act or omission by City and its officers, agents, employees and volunteers. Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence relative to construction, alteration, improvement, etc., of structure or improvement attached to real estate…) 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 contractor and City, its officers, officials, employees and volunteers, Contractor’s liability shall be only to the extent of Contractor’s negligence. PAGE 6 OF 13 It is further specifically and expressly understood that the indemnification provided in this Agreement constitute Contractor’s waiver of immunity under the Industrial Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The parties have mutually negotiated and agreed to this waiver. The provisions of this section shall survive the expiration or termination of this Agreement. 8. Insurance: Contractor shall secure and maintain: A. Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate for the Term of this Agreement. B. In the event that Work delivered pursuant to this Agreement either directly or indirectly involve or require Professional Services, Professional Liability, Errors and Omissions coverage shall be provided with minimum limits of $1,000,000 per occurrence."Professional Services", for the purpose of this section, shall mean any Work provided by a licensed professional or Work that requires a professional standard of care. C. Workers’ compensation coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured. D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired or non-owned, with minimum limits of $1,000,000 per occurrence combined single limit, if there will be any use of Contractor’s vehicles on the City’s Premises by or on behalf of the City, beyond normal commutes. E. It is agreed that on Contractor’s commercial general liability policy, the City of Renton will be named as an Additional Insured on a non-contributory primary basis. City’s insurance policies shall not be a source for payment of any Contractor liability. F. Subject to City’s review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to City before executing the work of this Agreement. G. Contractor shall provide City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice. H. Additional Insurance if marked as “Required” by City or maybe added as needed for a particular Work Order: 1.Required. Builders Risk insurance covering interests of the City, the Contractor, Subcontractors, and Sub-contractors in the work. Builders Risk insurance shall be on a special perils policy form and shall insure against the perils of fire and extended coverage and physical loss or damage PAGE 7 OF 13 including flood, earthquake, theft, vandalism, malicious mischief, and collapse. The Builders Risk insurance shall include coverage for temporary buildings, debris removal and damage to materials in transit or stored off- site. This Builders Risk insurance covering the work will have a deductible of $5,000 for each occurrence, which will be the responsibility of the Contractor. Higher deductibles for flood and earthquake perils may be accepted by the City upon written request by the Contractor and written acceptance by the City. Any increased deductibles accepted by the City will remain the responsibility of the Contractor. The Builders Risk insurance shall be maintained until final acceptance of the work by the City. 2.Required. Contractors Pollution Liability insurance covering losses caused by pollution conditions that arise from the operations of the Contractor. Contractors Pollution Liability insurance shall be written in an amount of at least $1,000,000 per loss, with an annual aggregate of at least $1,000,000. Contractors Pollution Liability shall cover bodily injury, property damage, cleanup costs and defense including costs and expenses incurred in the investigation, defense, or settlement of claims. If the Contractors Pollution Liability insurance is written on a claims-made basis, the Contractor warrants that any retroactive date applicable to coverage under the policy precedes the effective date of this contract; and that continuous coverage will be maintained or an extended discovery period will be exercised for a period of three (3) years beginning from the time that work under the contract is completed. The City shall be named by endorsement as an additional insured on the Contractors Pollution Liability insurance policy. If the scope of services as defined in this contract includes the disposal of any hazardous materials from the job site, the Contractor must furnish to the City evidence of Pollution Liability insurance maintained by the disposal site operator for losses arising from the insured facility accepting waste under this contract. Coverage certified to the Public Entity under this paragraph must be maintained in minimum amounts of $1,000,000 per loss, with an annual aggregate of at least $1,000,000. Pollution Liability coverage at least as broad as that provided under ISO Pollution Liability-Broadened Coverage for Covered Autos Endorsement CA 99 48 shall be provided and the Motor Carrier Act Endorsement (MCS 90) shall be attached. PAGE 8 OF 13 9. Discrimination Prohibited: Contractor agrees as follows: A. Contractor, and Contractor’s agents, employees, representatives, and volunteers with regard to the Work performed or to be performed under this Agreement, shall not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of Work or any other benefits under this Agreement, or procurement of materials or supplies. B. The Contractor will ensure that applicants are considered and that employees are treated during employment without regard to their race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. C. If Contractor fails to comply with the non-discrimination provisions herein, City shall have the right, at its option, to cancel the Agreement in whole or in part. D. Contractor is charged with knowledgeof and compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws and worker's compensation. 10. Independent Contractor: Contractor’s employees, while engaged in the performance of any of Contractor’s Work under this Agreement, shall be considered employees of the Contractor and not employees, agents, representatives of City and as a result, shall not be entitled to any coverage or benefits from the City of Renton. Contractor’s relation to City shall be at all times as an independent contractor. Any and all Workman’s Compensation Act claims on behalf of Contractor employees, and any and all claims made by a third-party as a consequence of any negligent act or omission on the part of Contractor’s employees, while engaged in Work provided to be rendered under this Agreement, shall be the solely Contractor’s obligation and responsibility. 11. City of Renton Business License:The Contractor shall obtain a City of Renton Business License prior to performing any Work and maintain the business license in good standing throughout the term of this agreement with the City. PAGE 9 OF 13 Information regarding acquiring a city business license can be found at: https://www.rentonwa.gov/Tax Information regarding State business licensing requirements can be found at: http://dor.wa.gov/doing-business/register-my-business 12. Record Keeping and Reporting: Contractor shall maintain accounts and records, which properly reflect all direct and indirect costs expended and Work provided in the performance of this Agreement. The Contractor agrees to provide access to and copies of any records related to this Agreement as required by the City to audit expenditures and charges and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). 13. Public Records Compliance. To the full extent the City determines necessary to comply with the Washington State Public Records Act, Contractor shall make a due diligent search of all records in its possession, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the City for production. In the event Contractor believes said records need to be protected from disclosure, it shall, at Contractor’s own expense, seek judicial protection. Contractor shall indemnify, defend, and hold harmless the City for all costs, including attorneys’ fees, attendant to any claim or litigation related to a Public Records Act request for which Contractor has responsive records and for which Contractor has withheld records or information contained therein, or not provided them to the City in a timely manner. Contractor shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. 14. Other Provisions: A.Administration and Notices. Each individual executing this Agreement on behalf of City and Contractor represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of City or Contractor. Notice:Except for Service of Process in a legal proceeding, any notices required to be given by the parties shall be delivered at the addresses set forth below. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth below. Any notice so posted in the United States mail shall be deemed received three (3) calendar days after the date of mailing. Email notice will be deemed received the date of the email so long as sent before 12:00 noon on a business day, if after 12:00 Noon it will be deemed received the next business day – a copy of email notice must be mailed as set forth above. This Agreement shall be PAGE 10 OF 13 administered by and any notices should be sent to the undersigned individuals or their designees. CITY OF RENTON Ian Gray, Urban Forester City of Renton Parks & Recreation 1055 South Grady Way Renton, WA 98057 Phone: (425) 430-6601 igray@rentonwa.gov CONTRACTOR Brian Holers, Member Root Cause, LLC 7490 85th Ave SE Mercer Island, WA 98040 Phone: (206) 935-4416 Brianholers1@gmail.com B.Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both parties. C.Assignment and Subcontract. Contractor shall not assign or subcontract any portion of this Agreement without the City of Renton’s prior express written consent. D.Compliance with Laws. Contractor and all of the Contractor’s employees shall perform the Work in accordance with all applicable federal, state, county, and city laws, codes, and ordinances. A copy of this language must be made a part of any contractor or subcontractor agreement. E.Conflicts. In the event of any inconsistencies between contractor proposals and this contract, the terms of this contract shall prevail. F.Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington. G.Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared by the joint efforts of the parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. H.Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King County, Washington, or its replacement or successor. Contractor hereby expressly consents to the personal and exclusive jurisdiction and venue of such court even if Contractor is a foreign corporation not registered with the State of Washington. 3/6/2025 Approved by Blythe Phillips 2/5/2025 Attest_______________________ Jason A. Seth, City Clerk PAGE 12 OF 13 Exhibit A SCOPE OF WORK City of Renton ON-CALL TREE WORK SERVICES Contractor will provide non-exclusive on-call tree trimming, tree removal, tree planting and related services. ItisContractor’sresponsibilitytoreadtheserequirements thoroughly and tobecomefamiliarwith each site location work is assigned in relation to the amount and type of work involved to complete. Before beginning Work, Contractor must have an on-site meeting with the City to review operations, public safety plan, and traffic control plan. Where Work requires digging or tree planting, Contractor is responsible for contacting local services (8-1-1) in advance. Contractor is responsible for traffic control plans for each job location in accordance with the Manual of Traffic Control Devices and for supplying the appropriate traffic control equipment. Contractor’s traffic control plan application must be complete and approved by the City’s Traffic Engineer before beginning Work. Job sites will at all times remain off limits to the public. Contractor will use a combination of warning signs, Contractor’s staff, and barricades to prevent public access to work zones at the job site. Job sites will be barricaded or physically secured from public access when the site is unoccupied (between work days) until the job is complete and the site has been cleaned up. Upon receipt of a Work Order from the City, Contractor may refuse the Work requested therein if it considers the Work too hazardous to perform. Contractor will advise the City as soon as possible if it cannot or will not perform the Work requested in a Work Order. Requirements of Contractor’s Employees, Subcontractors, and Agents All personnel shall wear the most up-to-date personal protective equipment including but not limited to safety vests and hard hats while on the job site. All shall have equipment and experience in all aspects of arboriculture. Contractor shall submit information on arboricultural equipment to include at least the following: Aerial lift and chipper. Contractor and tree workers should be ISA Certified Arborists; Only ISA certified arborists shall prune city trees. Contractor and tree workers should be familiar with, and adhere to, OSHA and ANSI Safety Requirements pertaining to arboricultural operations. PAGE 13 OF 13 Invoicing.Invoices should be submitted to the contact for the City identified in Section 14.A of the Agreement and shall contain the following information: o Contractor name, address and telephone number o Contract Number (assigned by the City Clerk after execution of the Agreement) o Unique Invoice Number o Date & location work was performed o Number & classification of workers assigned to task o Total hours worked o Materials including mark-up o Amount due, Washington sales tax and total amount due Contractor will secure and maintain the Insurance described in Section 8 of the Agreement, and will provide the required certificate of insurance before commencing Work. Key Compensation Terms (Agreement, Section 4) City does not guarantee any amount of work, minimum payment, or that Contractor is the exclusive provider of the Work under this Agreement. Contractor will provide a written quote for each Work Order before commencing performance. Compensation shall be paid based upon Work actually performed according to the rate(s) or amounts specified in Exhibit B. Compensation for Work performed at overtime rates is subject to City approval. If equipment listed in Exhibit B does not provide a dollar rate per hour, Contractor will only bill the hourly labor rates for equipment operation. Subcontracted or rented equipment costs will be reimbursable for the exact amount paid by Contractor subject to the City’s prior approval and review of Contractor’s proof of payment. Key Contractor Wage and Licensing Terms (Agreement, Sections 5 & 11) Contractor must file an Intent To Pay Prevailing Wage with the Washington State Department of Labor and Industries at the beginning of the Project and at the beginning of each calendar year. Contractor must file an Affidavit of Wages Paid (“Affidavit”) at the end of each calendar year and at the end of the Project. City’s payment of Contractor’s invoices is conditioned upon Contractor submitting a fully executed Affidavit, approved by L&I. Contractor shall obtain a City of Renton Business License prior to performing any Work and maintain the business license in good standing throughout the term of this agreement with the City.