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HomeMy WebLinkAboutCorrect EquipmentAGREEMENT BETWEEN MASON COUNTY DEPARTMENT OF PUBLIC WORKS AND CORRECT EQUIPMENT, INC. FOR GRINDER PUMP SYSTEM MAINTENANCE AGREEMENT INTRODUCTION This Agreement regarding servicing the GRINDER PUMP SYSTEM MAINTENANCE program is entered into this day of December, 2018, between Mason County ("County"), a political subdivision of the State of Washington, and Correct Equipment, Inc. ("Contractor"), doing business in the State of Washington. AUTHORITY TO MAKE CONTRACT This Agreement is in furtherance of the County's authority to provide for public health, safety and welfare, and is consistent with the Washington State Constitution Article XI, Section 11. PROCESS The County declared a sole source procurement under RCW 39.04.280(1) to select Correct Equipment, Inc. to service grinder pumps in Mason County wastewater systems. In 2016 the County had gone out to bid for this work and Correct Equipment, Inc. was the only one who bid on the project as they are the sole supplier of the pumps in the State of Washington. Because of that the County determined that a sole source procurement was the most advantageous for the County in awarding this Agreement; that the Contractor is qualified to provide the services sought by the County; and that the Contractor has offered to provide those services in a manner and at rates that the County finds to be in the best interests of the ratepayer living within the County and using the services, and in a manner that the County finds to be financially sound and advantageous compared to other methods. It is the intent of this Agreement to provide a two-year term relationship between the County and Contractor for repair and maintenance of wastewater grinder pumps. COSTS Costs are the prices set out by the Contractor and accepted by the County. Said costs will go into effect on January 1, 2019. The cost of service shall be computed on a monthly basis according to the service provided and costs established by this Agreement. DESIGNATED AGREEMENT ADMINISTRATION If at any time the Contractor is required to have County approval that approval shall come from the Public Works Director or their designee. The Director or their designee will work closely with the Contractor to confirm any approval(s) required by this Agreement. Page 1 of 9 113018 Grinder Pump Maintenance Contract.docx SERVICE AGREEMENT The Service Agreement includes this Agreement, and 1. Sold Source Procurement Resolution 79-18; 2. E-one parts price list submitted 10/5/18; 3. Grinder Pump prices and service rates provided on 10/5/18; and 4. Any and all appendices, amendments, extensions to or extensions of the foregoing documents which the parties have agreed to in the manner prescribed by this Agreement. In the event of conflict(s) among service Agreement documents, then information from the latest documents (as determined by the date issued) shall supersede any earlier conflicting information. SCOPE OF WORK The Agreement calls for performance of work for a period of (2) two years beginning on January 1, 2019, and ending on December 31, 2020. The Agreement may be renegotiated, at the County's discretion, for an additional period of time. Subsequent Agreements will not be for less than one-year increments and may include price changes. The Contractor must provide sufficient personnel, equipment, supplies and maintenance to perform all operations and all incidental work in accordance with these Agreement documents and all applicable laws and regulations pertaining hereto. In general the Contractor will provide grinder pump maintenance services for Mason County Wastewater Systems per their attached prices. RECORD KEEPING The Contractor shall at all times maintain an accounting system that uses generally accepted accounting principles for all services rendered in connection with this Agreement. The Contractor accounts and records covering these charges and all invoices and payments on account of this Agreement shall be open to inspection for any reasonable purpose by the County, their authorized representative and officers or employees at all times during the term of this Agreement and for six months thereafter. The County shall have the right to inspect and copy all documents, to interview any persons, and to review any evidence in the Contractor's possession or control, which may assist the County in determining what amounts are owed to the Contractor or County. COMPLIANCE WITH REGULATIONS The Contractor shall comply with all Federal, State and Local regulations, including Mason County's Sanitary Sewer Regulations. All activities will be conducted in accordance with applicable codes. PERMIT COMPLIANCE AND INDEMNIFICATION The Contractor will be required to perform all operations in complete compliance with all permits issued by the regulatory agencies. Any penalties levied by regulatory agencies for permit non-compliance due to actions of the Contractor will be paid by the Contractor at no cost to the County, or may be withheld from payment to the Contractor. The Contractor expressly agrees to indemnify and hold the County harmless for any penalties, interest and/or feed assessed or levied against it or the County due to non- compliance with any permits issued by a regulatory agency of the Federal, State, or County Government in connection with the services to be provided by the Contractor pursuant to this Agreement. Page 2 of 9 113018 Grinder Pump Maintenance Contract.docx SEVERABI LITY If any term or provision of this Agreement, or the application thereof, to any person or circumstances, shall to any extent be invalid or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent allowed by law. Further, the parties shall negotiate in good faith regarding amendments to this Agreement that would, to the maximum extent possible, effectuate the intent of any provision determined to be invalid or unenforceable. MOBILIZATION The Contractor shall be responsible for mobilization of all personnel and equipment. NO THIRD PARTY BENEFICIARY The rights and obligations created by this Agreement are for the sole benefit of the parties, and neither person nor party shall be a beneficiary, intended or otherwise, of any such rights or be entitled to enforce any of the obligations created by this Agreement. ADDITIONAL WORK The County may from time to time request the Contractor to provide improvements or do additional work beyond the scope of this Agreement. Upon request by the County, the Contractor agrees to good faith consideration to negotiate accomplishment of the work desired by the County. If the Contractor agrees to negotiate, the parties shall determine the work to be done and the compensation to be paid. The County shall not be precluded from awarding Contracts to any person other than the Contractor for the accomplishment of any desired improvements if the County in its sole discretion deems such Contracts most beneficial to the County. In such case, the Contractor will cooperate and coordinate with any other Contractor or the County in allowing and facilitating installation of said improvements. WORK TO BE PERFORMED BY THE COUNTY OR OTHER CONTRACTORS During the period of this Agreement, the County (either with its own forces or under separate Contract) will require the cooperation of the Contractors in scheduling and coordination to avoid conflicts. The Contractor shall be responsible for becoming familiar with the various schedules and degree of disruption that may arise. The Contractor shall cooperate with the County in the coordination of operation in a manner that will provide the least amount of interference with the County's operation. JURISDICTION AND VENUE Any action of law or suit in equity or judicial proceeding arising out of this Agreement shall be instituted and maintained only in the courts of competent jurisdiction in Mason County, in the State of Washington. TECHNICAL REQUIREMENTS This section specifies minimum requirements for the operation of the grinder pump maintenance agreement program. The requirements established herein are the minimum prescribed requirements and are not intended in any way to be inclusive or in any way to limit the Contractor to specific procedures or methods, but rather are intended to ensure the expected quality of grinder pump maintenance. Contractor personnel shall be trained as required for specific tasks or functions in accordance with the specific responsibilities set forth in the Agreement for the various elements of this program. During Page 3 of 9 113018 Grinder Pump Maintenance Contract.docx periods of sickness and vacation, additional personnel must be available for the continued and uninterrupted operation of this maintenance program in the usual manner. SERVICE SCHEDULE The Contractor shall provide working grinder pumps and pick up grinder pumps needing repairs in accordance with an agreed upon schedule. The Contractor shall provide on -call provisions for grinder pumps in emergency situations when the County does not have a working pump available. ACCIDENT REPORTS The Contractor shall promptly report in writing to the Public Works Director, or their designee, all accidents whatsoever arising out of, or in connection with the performance of the work whether on, or adjacent to, grinder pump sites; giving full details and statements of witnesses. In addition, should death, serious injuries, or serious damage occur, the accident shall be reported by the Contractor immediately by telephone or messenger to the Public Works Director or their designee. INDEMNITY To the fullest extent permitted by law, the Contractor shall indemnify, defend and hold harmless Mason County, agencies of the county and all officials, agents and employees of the county, from and against all claims to the extent arising out of or resulting from the Contractor's performance of the Contract. "Claim" as used in this Agreement means any financial loss, claim, suit, action damage, or expense including but not limited to reasonable attorney's fees, attributable for bodily injury, sickness, disease or death, or injury to or destruction of tangible property including loss of use resulting there from. The Contractors obligation to indemnify, defend and hold harmless includes any claim by the Contractor's agents, employees, representatives or any subcontractor or its employees. The Contractor expressly agrees to indemnify, defend and hold harmless Mason County for any claim arising out of or incident to the Contractor's or any subcontractor's performance or failure to perform the Contract. The Contractor's obligation to indemnify, defend and hold harmless Mason County shall be reduced to the extent of any actual or alleged concurrent negligence of Mason County or its agents, agencies, employees and officials. INSURANCE At a minimum, the Contractor shall provide insurance that meets or exceeds the requirements detailed in "Exhibit A Insurance Requirements." CONTRACT ADMINISTRATION This Agreement shall be administered on behalf of the County by the Public Works Director or their designee. All communications to the Contractor by the Public Works Director shall be recognized as made on behalf of the County. All issues concerning Agreement provisions and requirements shall be directed to the Public Works Director. The following addresses shall be used for communication between parties: MASON COUNTY PUBLIC WORKS Jerry Hauth Public Works Director 100 W Public Works Drive Shelton, WA 98584 CORRECT EQUIPMENT, INC. Bob Thurston 14576 NE 95th St. Redmond, WA 98052 Page 4 of 9 113018 Grinder Pump Maintenance Contract.docx PROGRESS MEETINGS Periodically, progress meeting will be held between the parties. The meetings will be used to review and discuss activities and/or complaints accumulated during the contract period. It is the responsibility of the Contractor to prepare for and respond to matters brought to their attention prior to each meeting. The Contractor will also be required to present a brief report summarizing the program activity since the previous meeting. CONFLICT OF INTEREST If at any time prior to commencement of, or during the term of this Agreement, the Contractor or any of its employees involved in the performance of this Agreement shall have or develop an interest in the subject matter of this Agreement that is potentially in conflict with the County's interest, then Contractor shall immediately notify County of the same. The notification of County shall be made with sufficient specificity to enable County to make an informed judgment as to whether or not County's interest may be compromised in any manner by the existence of the conflict, actual or potential. Thereafter, County may require Contractor to take reasonable steps to remove the conflict of interest. County may also terminate this Agreement according to the provisions herein for termination. TERMINATION Either party hereto may with or without cause terminate this Agreement by giving written notice of their intention to terminate to the other party by certified mail and return receipt requested. Such termination shall, thereafter, be effective six months following the date of written notice, during which period of time the terms and conditions of the Agreement shall remain in full force and effect. The County may terminate with cause if the Contractor does not comply with the terms of this Agreement. Such termination would occur after written notice to the Contractor and their failure to correct deficiencies within 30 days of the notice. COSTS ASSOCIATED WITH THIS AGREEMENT Mason County will be assessed the amounts shown below for services per the Contractor's Proposal during the course of the agreement. Prices may be renegotiated for any contract extensions. Field Service Rate: Shop Service Rate: Diagnosis & Reassembly: Rebuilt certified core fee New Drywell Pump Part #D200 New Wetwell Pump Part #U200 $137.50 per hour $125.00 per hour $100.00 $1,100.00 $2,181.00 $1,823.00 The Contractor reserves the right to deem it inadvisable to repair a core, due to corrosion, wear, or breakage of critical parts, which would make the pump unreliable after the required repairs. In such cases a $100.00 diagnosis and disposal fee will be charged. Attached to this agreement is the E-one parts price list which will be used to determine the costs for all parts not listed in the above paragraphs. Page 5 of 9 113018 Grinder Pump Maintenance Contract.docx METHOD OF PAYMENT Mason County will pay the Contractor on a monthly bask for all work performed, providing the Contractor submits to Mason County a statement,whichp g indicates services provided and costs of said services, by the 10th of each month. Payment will be made to Contractor within thirty (30) days of the receipt of a complete accurate statement. Signed this ) day of December, 2018. CONTRACTOR: CORRECT EQUIPMENT, INC. Signature [CC -4)r it Printed Name Company Attest: BOARD •FCOUNTY COMMISSIONERS: MASON COUNTY, WASHINGTON Atvii Signature Chair Rand LuLgat,li,„, Printed Narhe Approved As To Form: Deputy Prosecuting Attorney • Page 6 of 9 113018 Grinder Pump Maintenance Contract.docx EXHIBIT A INSURANCE REQUIREMENTS For the duration of this Agreement the Contractor shall maintain in effect all insurance as required herein and comply with all limits, terms and conditions stated therein. Work under this Agreement shall not commence until evidence of all required insurance and bonding is provided to the County. Evidence of such insurance shall consist of a completed copy of the Certificate of Insurance signed by the insurance agent for the Contractor and returned to the Mason County Deputy Director of Utilities/Waste Management. If for any reason, any material change in the coverage occurs during the course of this Agreement; such change will not become effective until 45 days after Mason County receives written notice of such change. The policy shall be endorsed and the certificate shall reflect that Mason County is an additional insured on the Contractor's general liability policy with respect to activities under this Agreement. The policy shall provide and the certificate reflect that the insurance afforded applies separately to each insured against whom a claim is made or suit is brought except with respect to limits of the company's liability. It is the responsibility of the Contractor to provide fire insurance for any equipment used by the Contractor. This fire insurance shall cover the entire replacement value of the equipment insured. A. MINIMUM Insurance Requirements: 1. Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01, with an edition date prior to 2004, or the exact equivalent. Coverage for an additional insured shall not be limited to its vicarious liability. Defense costs must be paid in addition to limits. Limits shall be no Tess than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. 2. Workers' Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits for the Contractors, with two (2) or more employees and/or volunteers, no less than $1,000,000 per accident for all covered losses. 3. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including owned, non -owned and hired autos, or the exact equivalent. Limits shall be no less than $2,000,000 per accident, combined single limit. If Contractor owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Contractor or the Contractor's employees will use personal autos in any way on this project, Contractor shall obtain evidence of personal auto liability coverage for each such person. B. Certificate of Insurance: A Certificate of Insurance naming County as the Certificate Holder must be provided to County within five (5) days of Contract execution. C. Basic Stipulations: 1. Contractor agrees to endorse third party liability coverage required herein to include as additional insureds County, its officials, employees and agents, using ISO endorsement CG 20 10 with an edition date prior to 2004. Contractor also agrees to require all Contractors, subcontractors, and anyone else Page 7 of 9 113018 Grinder Pump Maintenance Contract.docx involved in this Contractor on behalf of the Contractor (hereinafter "indemnifying parties") to comply with these provisions. 2. Contractor agrees to waive rights of recovery against County regardless of the applicability of any insurance proceeds, and to require all indemnifying parties to do likewise. 3. All insurance coverage maintained or procured by Contractor or required of others by Contractor pursuant to this Contract shall be endorsed to delete the subrogation condition as to County, or must specifically allow the named insured to waive subrogation prior to a loss. 4. All coverage types and limits required are subject to approval, modification and additional requirements by County. Contractor shall not make any reductions in scope or limits of coverage that may affect County's protection without County's prior written consent. 5. Contractor agrees to provide evidence of the insurance required herein, satisfactory to County, consisting of: a) certificate(s) of insurance evidencing all of the coverages required and, b) an additional insured endorsement to Contractor's general liability policy using Insurance Services Office form CG 20 10 with an edition date prior to 2004. Contractor agrees, upon request by County to provide complete, certified copies of any policies required within 10 days of such request. County has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests. Any premium so paid by County shall be charged to and promptly paid by Contractor or deducted from sums due Contractor. Any actual or alleged failure on the part of County or any other additional insured under these requirements to obtain proof of insurance required under this Contract in no way waives any right or remedy of County or any additional insured, in this or in any other regard. 6. It is acknowledged by the parties of this Contract that all insurance coverage required to be provided by Contractor or indemnifying party, is intended to apply first and on a primary non-contributing basis in relation to any other insurance or self-insurance available to County. 7. Contractor agrees not to self -insure or to use any self -insured retentions on any portion of the insurance required herein and further agrees that it will not allow any indemnifying party to self- insure its obligations to County. If Contractor's existing coverage includes a self -insured retention, the self - insured retention must be declared to the County. The County may review options with Contractor, which may include reduction or elimination of the self -insured retention, substitution of other coverage, or other solutions. 8. Contractor will renew the required coverage annually as long as County, or its employees or agents face an exposure from operations of any type pursuant to this Contract. This obligation applies whether or not the Contract is canceled or terminated for any reason. Termination of this obligation is not effective until County executes a written statement to that effect. 9. The limits of insurance as described above shall be considered as minimum requirements. Should any coverage carried by Contractor or a subcontractor of any tier maintain insurance with limits of liability that exceed the required limits or coverage that is broader than as outlined above, those higher limits and broader coverage shall be deemed to apply for the benefit of any person or organization included as an additional insured and those limits shall become the required minimum limits of insurance in all Paragraphs and Sections of this Contract. Page 8 of 9 113018 Grinder Pump Maintenance Contract.docx 10. None of the policies required herein shall be in compliance with these requirements if they include any limiting endorsement that has not been first submitted to County and approved of in writing. 11. The requirements in this Exhibit supersede all other sections and provisions of this Contract to the extent that any other section or provision conflicts with or impairs the provisions of this Exhibit. 12. Unless otherwise approved by County, insurance provided pursuant to these requirements shall be by insurers authorized to do business in Washington and with a minimum A.M. Best rating of A-A/II. 13. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Contract limits the application of such insurance coverage. 14. Contractor agrees to require insurers to provide notice to County prior to cancellation of such liability coverage in accordance with the notice provisions of the applicable policies. Contractor shall assure that this provision also applies to any subcontractors, joint ventures or any other party engaged by or on behalf of contractor in relation to this agreement. Certificate(s) are to reflect that the issuer will provide notice to County of any cancellation of coverage in accordance with the notice provisions of the applicable policies. 15. County reserves the right at any time during the term of the Contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the County and Contractor may renegotiate Contractor's compensation. 16. Requirements of specific coverage features are not intended as limitation on other requirements or as waiver of any coverage normally provided by any given policy. Specific reference to a coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all-inclusive. 17. Contractor agrees to provide immediate notice to County of any claim or loss against Contractor arising out of the work performed under this agreement. County assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve County. Page 9 of 9 113018 Grinder Pump Maintenance Contract.docx