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HomeMy WebLinkAboutContract CAG-18-023 1.1. CITY OF AGREEMENT FOR OCCASIONAL -AS AVAILABLE - AS NEEDED DE-ICER SERVICES WITH RENTON TECHNICAL COLLEGE THIS AGREEMENT, dated December 22,2017, is by and between the City of Renton (the"City"), a Washington municipal corporation, and Renton Technical College ("RTC"). The City and the RTC are referred to collectively in this Agreement as the "Parties." Once fully executed by the Parties,this Agreement is effective as of the last date signed by both parties. 1. Scope of Work:The City agrees to provide to provide non-exclusive, limited, occasional, as available, and as needed De-icer type of services as in Exhibit A, which is attached and incorporated herein and may hereinafter be referred to as the "Work"to RTC at the sole discretion and availability of the City. 2. Changes in Scope of Work: The Parties, without invalidating this Agreement, may agree to changes to the Work consisting of additions, deletions or modifications as needed. Any such changes to the Work shall be ordered by the City in writing and the Compensation shall be equitably adjusted as mutually agreed by the Parties. 3. Duration: This agreement shall be in place through December 31, 2018 and will automatically renew for additional 1 year periods of time unless, terminated pursuant to Paragraph 5. 4. Compensation: A. Amount. RTC will compensate and reimburse the City for costs to perform the Work for RTC including but not limited to equipment, materials, labor and other costs associated with the Work. B. Method of Payment. The City will provide an invoice billing to RTC. Payment shall be made by RTC for all Work performed within thirty(30)calendar days after receipt. 5. Termination: A. The Parties reserves the right to terminate this Agreement at any time, with or without cause by giving ten (10) calendar days' notice to the other party in writing. RTC Agreement Page 1 of 7 h/2017/252/RTC De Icing agreement 12-22-17 clb B. In the event this Agreement is terminated by RTC, the City shall be entitled to payment for all City Work to the effective date of termination, less all payments previously made. 6. Disclaimer: This agreement is performed at the sole discretion of the City on OCCASIONAL — AS AVAILABLE — AS NEEDED basis. Therefore, the City makes no representations, no warranties and no guarantees that the City will perform any Work identified in this Agreement and no representations, no warranties and no guarantees regarding any of the City's Work under this agreement. The City is not responsible for any consequences to RTC including but not limited to claims, problems, damages or delays caused by the City's unavailability or unwillingness to perform any Work under this agreement. 7. Record Maintenance: The Parties shall maintain accounts and records, which properly reflect all direct and indirect costs expended and Work provided in the performance of this Agreement and retain such records for as long as may be required by applicable Washington State records retention laws, but in any event no less than six years after the termination of this Agreement. The Parties agree to provide access to and copies of any records related to this Agreement as required to audit expenditures and charges and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or termination of this Agreement. 8. Public Records Compliance:To the full extent the City determines necessary to comply with the Washington State Public Records Act, RTC shall make a due diligent search of all records in its possession or control relating to this Agreement and the Work, 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 RTC believes said records need to be protected from disclosure, it may, at RTC's own expense, seek judicial protection. RTC 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 RTC has responsive records and for which RTC has withheld records or information contained therein, or not provided them to the City in a timely manner. RTC 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. The provisions of this section shall survive the expiration or termination of this Agreement. 9. Independent Contractor Relationship: A. The City is retained by the RTC only for the purposes and to the extent set forth in this Agreement.The nature of the relationship between the City and RTC during the period of the Work shall be that of an independent contractor, not employee. The City, not RTC, shall have the power to control and direct the details, manner or means of Work. Specifically, but not by means of limitation, the City shall have no Page 2of7 obligation to perform any Work under this agreement or to work any particular hours or particular schedule, unless it is in the City's sole discretion feasible at the time to do so. City shall retain the right to designate the means of performing the Work covered by this agreement. B. The City employees are at all times City employees and RTC shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the City or any employee of the City. 10. Hold Harmless: The RTC agrees to release, indemnify, defend, and hold harmless the City, elected officials, employees, officers, representatives, and volunteers from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties, expenses, attorney's or attorneys' fees,costs, and/or litigation expenses to or by any and all persons or entities, arising from, resulting from, or related to the negligent acts, errors or omissions of the RTC in its performance of this Agreement or a breach of this Agreement by Consultant, except for that portion of the claims caused by the City's sole negligence. 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 RTC and the City, its officers, officials, employees and volunteers, City's liability shall be only to the extent of City's negligence. It is further specifically and expressly understood that the indemnification provided in this Agreement constitute RTC'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. 11. Insurance: Each Party is responsible for their own insurance including but not limited to general liability,automobile and worker's compensation coverage. The City's insurance policies shall not be a source for payment of any RTC liability, nor shall the maintenance of any insurance be construed to limit the liability of RTC to the coverage provided by such insurance or otherwise limit the City's recourse to any remedy available at law or in equity. 14740 Page 3 of 7 12. Successors and Assigns: Neither the City nor the RTC shall assign,transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. 13. Notices/Agreement Administration and Management: Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears below (as modified in writing from time to time by such party), and given personally, by registered or certified mail, return receipt requested, by facsimile or by nationally recognized overnight courier service. Time period for notices shall be deemed to have commenced upon the date of receipt, EXCEPT facsimile delivery will be deemed to have commenced on the first business day following transmission. Email and telephone may be used for purposes of administering the Agreement, but should not be used to give any formal notice required by the Agreement. CITY OF RENTON RENTON TECHNICAL COLLEGE Contract Contact Name: Contract Contact Name: Mike Stenhouse Perry Culwell Maintenance Services Director Purchasing Agent Mike Stenhouse Perry Culwell Renton City Hall Renton Technical College 1055 South Grady Way 3000 NE 4th Street Renton, WA 98057 Renton,WA 98056 Phone: (425)430-7400 Phone: (425)235-2295 Fax: (425)430-7426 Fax: (425) 235-2387 E-mail: mstenhouse@rentonwa.gov E-mail: pculwell@rtc.edu General Administration and Management. RTC shall coordinate with the City's contract manager or his/her designee. 14. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification,the Parties agree as follows: Neither Party'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. Page 4 of 7 15. Miscellaneous:The parties hereby acknowledge: A. The City is not responsible to train or provide training for RTC but may do so as a courtesy. B. This is a non-exclusive agreement and RTC is encouraged to and free to provide Work to other entities. 16. Other Provisions: A. Approval Authority. Each individual executing this Agreement on behalf of the City and RTC represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the City or RTC. B. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. C. 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 and the City of Renton. Consultant and all of the Consultant's employees shall perform the Work in accordance with all applicable federal, state, county and city laws, codes and ordinances. D. 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. E. 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. F. Severability. A court of competent jurisdiction's determination that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of this Agreement,which shall remain in full force and effect. G. Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded. H. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be construed to give any rights or benefits in the Agreement to anyone other than the Parties, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the Parties and no one else. 0Page 5 of 7 I. Binding Effect.The Parties each bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement, and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of the Agreement. J. Waivers. All waivers shall be in writing and signed by the waiving party. Either party's failure to enforce any provision of this Agreement shall not be a waiver and shall not prevent either the City or RTC from enforcing that provision or any other provision of this Agreement in the future. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any prior or subsequent breach unless it is expressly waived in writing. K. Counterparts. The Parties may execute this Agreement in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS WHEREOF,the Parties have voluntarily entered into this Agreement as of the date last signed by the Parties below. CITY OF RENTON RENTON TECHNICAL COLLEGE Gregg Zim •r , Perr lwell Renton Pub is Works Administrator P asin Agent '0)//5 ig gf Date Date Attest 14/6 Jason A. Seth City Clerk Approved as to Legal Form Shane Moloney Renton City Attorney CLB 12-2247 Page 6of7 Exhibit A Scope of Work RTC is encouraged and responsible to build their own De-Icer equipment, to use their own plows and to contract with other providers for any and all de-icing or plowing services. Until such time as the RTC is self-sufficient, the City will provide at the City's sole discretion, occasional, as available and as needed De-Icer Services RTC included but not limited to: * De-icing and plowing of entry points and driveways of RTC on the City's regular routes. • Providing of some materials. • Occasional training The City will be paid and reimbursed for all City costs and materials and will invoice RTC as set forth in this Agreement. 0 Page 7 of 7