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AG 13-053RETURN TO: Brook Lindquist EXT: x2401 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: CED/COMMUNITY SERVICES 2. ORIGINATING STAFF PERSON: BxooK LnvDQuisT EXT: _�401_ 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G, RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT X PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. soxn �Ln�D nocu�rrTS> 0 ORDINANCE ❑ RESOLUTION ❑ CONTRACTAMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: EMERGENCY HOUSING REPAIR CONTRACTOR 6. NAME OF CONTRACTOR: HIL SEPTIC AND SERVICES, INC. ADDRESS: 17605 SE 301ST STREET, KENT, WA 98042 E-MAIL: SIGNATURE NAME: HoWARD IVAN LI'rTLE TITLE TELEPHONE 253-220-6868 FAX: 253-277-3651 OWNER 7. EXHIBITS AND ATTACHMENTS: X scoPE, wottK oR SERVtcES x coivtpErls,a'rioN ❑ INSURANCE REQIJIREMENTS/CERTIFICATE O ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. T'ERM: COMMENCEMENT DATE: 03I11/2013 COMPLETION DATE: _12/31J2013 9. TOTAL COMPENSATTON $ NOT TO EXCEE� I�� •� (INCLUDE EXPENSES AND SALES TAX, IF ANY� (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ��S X NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED X YES ❑NO IF YES, $ ❑ PURCHASING: PLEASE CHARGE TO: 119-7300-996-594-41-410 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED ❑ PROJECT MANAGER ❑ DIRECTOR 0 RI$K MANAGEMENT (tF �PL�C.4BLE) ❑ LAW ._ PAID BY: X CONTRACTOR O CITY INITIAL / DATE APPROVED 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: _ 12. CONTRACT SIGNATURE ROUTING ' ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAW DEPARTMENT ❑ SIGNATORY (MAYOR OR DIRECTOR} Q' CITY CLERK B' ASSIGNED AG# 8^SIGNED COPY RETURNED COMMENTS: �t�d �;hS C,� INITIAL / DATE SIGNED 3�H�1 I AG# DATE SENT: ,� • � Z' I� 11/9 � Cli� o� CITY HALL ��' L+,� 3332� 8th Avenue Sauth Federaf Way, V�lA 98403-6325 (253} 835-7�a� s+nv¢v crtyr�ffeder�lw�y coen MASTER CONTRACTOR AGREEMENT FOR EMERGENCY HOUSING REPAIR PROGRAM SEPTIC TANK SERVICES This Emergency Housing Repair Program (`BHRP") Contractor Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Hil Septic and Services, Inc., a Washington corporation ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: HII, SEPTIC AND SERVICES, INC.: � CITY OF FEDERAL WAY: Howard Ivan Little 17605 SE 301 � Street Kent, Washington 98042 (253) 220-6868 (telephone) (253) 277-3651 (facsimile) hilseptic�a,comcast.net The Parties agree as follows: 1. Jay Bennett Community Services Manager 33325 8�' Ave. S. Federal Way, WA 98003-6325 (253) 835-2650 (telephoneJ (253) 835-2409 (facsimile) 1.1 Certificate of Acceptance shall mean a written statement issued by the City and signed by the City's inspector to be delivered to a Homeowner for execution stating that all Wark has been generally completed in accordance with the Work Write-up for an Identified Project. 1.2 Chan e,g Order shall mean an amendment to the Work and/or Contract Price pertaining to an Identified Project, submitted by Contractor and approved by a Homeowner and the City in accordance with the Project Documents and the EHRP Guidelines. 13 C� shall mean the City of Federal Way, and sha11 include its various departments, officers, employees, legal representatives, agents and third party vendors. 1.4 Competitive Sealed Proposal shall refer to the project delivery method authorized by Chapter 39.04 RCW and the adopted City of Federal Way Contract and Purchasing Manual, Chapter 5, Section E(Limited Public Works Process) and required in connection with Reconstruction or Rehabilitation Projects under the EHRP, except in the cases of emergency conditions, at which time the City shall select a vendor based upon availability and/or price and as outlined in the City of Federal Way Contract and Purchasing Manual Chapter 2, Section D. 1.5 Contract Price shall mean the price to be paid by the City to the Contractor for the performance of the Work in connection with an Identified Project. Any changes in the Contract Price sha11 only result from authorized Change Orders. T'he Contract Price shall be paid in the form of a single payment at the completion of the Work in accordance with the Notice to Proceed. EHRP CONTRACTOR AGREEMENT - 1- 11/2012 Contractor Specific r • ��. � � GITY HALL ��.'!� 33325 8th Avenue Sauth Federal VUay, �.+�JA 980C}3-6325 (253) 835-7�i�Q a+nr�v crt�tfeder�f�vt�y corn 1.6 Contractor shall mean the contractor designated in the introductory paragraph of this Agreement. For Reconstruction Projects, the Contractor shall be selected utilizing the Competitive Sealed Proposal method, with sealed work plans and specifications in accordance with applicable laws and procedures, including the EHRP Guidelines. 1.7 Contractor's A�plication for Payment shall mean that certain Application and Certificate for Payment submitted by Contractor requesting payment in accordance with the Notice to Proceed. Such Contactor's Application for Payment shall reflect the cost for successful delivery of the entire Work completed by Contractor, sha11 include the notarized signature of the Contractor and otherwise be in form and substance acceptable to the City. 1.8 EHRP sha11 mean the CDBG Program being implemented by the City pursuant to Grant No. B-12-MG53- 0015 between the City and the Housing and Urban Development Deparhnent. 1.9 1.10 EHRP Guidelines shall mean Emergency Housing Repair Guidelines adopted by HSD. HSD shall mean the City's Human Serviees Division. 1.11 Homeowner shall mean an owner of a Residence that qualifies under the EHRP for the Rehabilitation of its Residence located on the Homeowner's Property. 1.12 Homeowner Agreement shall mean the agreement by and between a Homeowner and the City goveming, and executed in connection with, an Identified Project. 1.13 Homeowner's Propertv shall mean the land of a Homeowner, all rights and appurtenances thereto; all improvements now or hereafter attached to the land or improvements, and all substitutions and replacements thereof and additions and successions thereta 1.14 HUD shall mean the U.S. Department of Housing and Urban Development and any successor government agency. 1.15 Identified Project shall mean the Rehabilitation of a specified Residence located on a specified Homeowner's Property pursuant to the EHRP. The Identified Project shall be subject to and governed by the terms and provisions of this Agreement and the Project Documents. 1.16 Manaser shall mean the Manager of HSD or any other person(s) that may be designated to perform the various functions assigned to the Manager. 1.17 Notice to Proceed shall mean the written authorization issued by the City for the Contractor to proceed with the Work set forth in the Work Write-up for an Identified Project. 1.18 Pavment Request shall mean the form prepared, signed and submitted to HSD by the Contractor. The Payment Request sha11 reflect the value of all the completed and approved Work on the specified line items by trade, the total of the line-item cost of all of the completed Work by trade listed. 1.19 Plans and Specifications shall mean a detailed itemized list approved by the City that provides instructions to the Contractor for an Identified Project, which may include drawings as applicable. Plans and Specifications may be amended by authorized Change Orders. 1.20 Project Documents shall mean this Agreement, the Homeowner Agreement, the Plans and Specifica.tions, the Notice to Proceed, the Certificate of Acceptance, and all other documents pertaining to, or executed in connection with, an Identified Project. EHRP CONTRACTOR AGREEMENT - 2- 11/2012 Contractor Specifc . «. ��! �` � GIiY HALL �� 33325 8th Avenue South Federaf Way, V4'tti 98Q£33=6325 (253} 83�-7Cta0 wtc�w crtyz�ffeder�nvf�y cam 1.21 Rehabilitation Project shall mean those repairs required to remove a11 life, health, or safety hazards to a Residence on a Homeowner's Property, plus increases pursuant to Change Orders. 1.22 Residence shall mean a single family detached dwelling located on, or to be rehabilitated on a Homeowner's Property. 1.23 Subcontractor shall mean any person or entity that, pursuant to this Agreement, will perform Work at a Residence at the request of Contractor. 1.24 Survev shall mean an identification of all relevant characteristics of a Homeowner's Property, including but not limited to a Homeowner's Property location, the improvements location description of a Homeowner's Property. 1.25 Work shall mean the labor and the materials necessary to complete the Identified Project pursuant to the Project Documents. 1.26 Work Write-un shall mean the form that specifies and quantifies the Work to be done in connection with an Identified Project, and includes the Plans and Specifications. 2. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than December 31, 2013 (°Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contra.ctor. 3. WORK. 3.1 Work. For each Identified Project, the Contractor sha11 provide goods, materials, labor and services and otherwise perform the work more specifically described in Exhibit "A", attached hereto and incorporated by this reference ("Work"), performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 3.2 Side A�xeements. All work to be performed and all specifications pertaining thereto will be identified in the Project Documents. CONTRACTOR SHALL PERFORM NO OTHER WORK Ur1I,ESS CHANGE ORDERS FOR ADDITIONAL WORK OR MATERIALS ARE ISSUED IN ACCORDANCE WITH THIS AGREEMENT AND TI-� PROJECT DOCUMENTS. All properly approved and executed Change Orders shall be made a part of Project Documents. The Contractor agrees not to enter into any side agreements for additional work or materials for a Residence over and above those specified in the Work Write-up, where such labor is to be performed or material to be supplied or installed prior to the issuance of a Certificate of Acceptance. 3.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by a11 applicable agencies andgovernmental entities, including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. The Contractor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Contractor's representations to City. The Contractor shall, at its sole cost and expense, correct a11 Work performed which the City deems to have defects in workmanship and material discovered within one (1) year after the City's final acceptance of the Work. This Agreement is subject to a11 warranty provisions established under the Uniform Commercial Code, Title 62A RCW. The Contractor shall furnish the City with all manufacturer's and supplier's written guarantees, warranties and operating instructions covering materials and equipment furnished under the Project Documents for each Identified Project, together with any documentation required for validation. In the event any part of the goods is repaired, only original replacement parts shall be used; rebuilt or EHRP CONTRACTOR AGREEMENT - 3- 11/2012 Contractor Specific � �i � �, ' s�r a� � � ... �w.� !� +rr �r � GiTY HALL ��Gl� 33325 8tn Awenue Sau#Y� Federal Way, NJA 9�003-6325 (253} $3�-7�tDQ crnv�v �ityoffeder�hv�y com used parts are not acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect at no additional expense to the City or the Homeowner. If the Contractor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Contractor shall pay a11 costs incurred by the City in order to accomplish the correction. 33 Time, Documentation, and Inspection. The Work to be performed in connection with each Identified Project shall commence on the date specified in the Notice to Proceed issued in connection with such Identified Project. The Work shall be completed within the time period specified in said Notice to Proceed. Work shall be subject, at all times, to observation and inspection by and with approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Agreement, notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. 3.4 Clean Un. At any time ordered by the City and immediately after completion of the Work, the Contractor sha11, at its own expense, clean up and remove a11 refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor. 4. TERNIINATION. 4.1 Termination with Cause. 4.1.1 The City may terminate this Agreement in its entirety or as to an Identified Project for cause by giving written notice to the Contractor under any of the following circumstances: a. If Contractor neglects to perform the Work in connection with any Identified Project properly, or in a timely manner, or refuses or neglects to supply proper or sufficient materials or workmen, or fails to perform any provision of any of the Project Documents pertaining to an Identified Project; b. If Contractor is adjudged bankrupt, makes a general assignment for the benefit of his creditors, or if a receiver is appointed on account of insolvency; c. If Contractor fails to make prompt payment to any Subcontractor for material or labor; or d. Contractor violates any public law or ordinance. 4.1.2. If the City terminates this Agreement in its entirety or as to an Tdentified Project for cause, the City may take possession of the Identified Proj ect site or sites and utilize any and all materials and appliances to be provided under the respective Project Documents which are located on the site or sites to finish the Work. T'he City shall not prejudice any of the City's rights or remedies under this Agreement or the respective Project Documents, or by law, by terminating this Agreement in its entirety or as to an Identified Project for cause or by taking possession of the site or sites. 4.13. In case oftermination ofthis Agreement in its entirety or as to an Identified Project for cause pursuant to this subsection, the Contractor shall not be entitled to receive any payment for any Identified Project unril the Work for such Identified Project is completed. Upon completion of any such Identified Project, the Contractor shall be given any balance of the Contract Price less any damages and less the amount of expenses incurred by the City in finishing the Work for such Identified Project, including any costs in addition to or in excess of those originally contemplated in the Project Documents for such Identified Project. If the cost in completing the Work for any such Identified Project is greater than the original Contract Price, the Contractor shall pay the difference to the City upon ten (10) days written demand. 4.2 Termination Without Cause. The City may terminate this Agreement in its entirety or as to an Identified Project without cause by giving written notice of said termination to the Contractor. In case of termination of this Agreement EHRP CONTRACTOR AGREEMENT - 4- 11/2012 Contractor Specific • • ;� • � CITY HALL �� 3332� 8th A�enue 5auth Federaf Way, WA �J8Qfl3-6325 {2�s� sa�-�aoo av�s�w crty�fied�rr�rw�y com in its entirety or as to an Identified Project without cause pursuant to this subsection, the Contractor shall submit his final statement for all Wark performed through the date of termination for the respective Identified Project or, in the case of the termination of this Agreement in its entirety, for all Identified Projects under this Agreement, which shall be payable in the manner provided in Section V of this Agreement. 43 Acceptance of Inferior Work. In connection with any Identified Project, the City may accept Work that appears to be incorrect if, in the City's opinion, it is impractical to have the Work corrected. In such case, the City does not waive the defect, but rather may deduct a reasonable amount for the loss sustained from the Contract Price for said Identified Project. This subsection is not intended to limit the right of the City to recover additional damages as may be permitted under this Agreement, the respective Project Documents or by law. 4.4 Cessation of Work. Upon receipt of a notice to terminate from the City, the Contractor shall discontinue a11 Work under this Agreement and all Project Documents for each Identified Project, unless the notice specifies a later termination date or that specific Work be completed prior to termination. 5. COMPENSATION. 5.1 Contract Price. In return for the Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit "B", attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in E�chibit "B", the Contractor sha11 be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 5.2 Change Orders. If the Contractor determines that a change in the Work or Contract Price is required; the Contractor may submit an estimate for increases or decreases due to such change. The City shall review the requested change. If the City elects to authorize the change, the City will compute the reduction from or addition to the Contract Price due to said change and will authorize such change in writing by the issuance of a Change Order. The Contractor will not, and shall not have any obligation to, perform any change in the Work until a Change Order has been authorized and issued by the City. Under no circumstances may the amount of the Contract Price, plus Change Orders exceed the maximum amount of assistance authorized under the EHRP Guidelines. 5.2 Method of Pa,yment. Once the Work has been completed, the Contractor shall submit a Payment Request in the form specified by the City, including a description of what Work have been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor will then schedule and conduct a walk-through inspection of the Residence together with the Homeowner and the Contractor. During the final inspection, the City's inspector will prepare a field report in which the City's inspector determines whether the Work has been satisfactorily completed in accordance with the Project Documents. He will discuss the warranty and any other outstanding issues with the Homeowner. The City's inspector and the Homeowner will make a list of items that are in need of correcrion or completion, based upon the Project Documents (the "Punch List"). The City's inspector will provide the Homeowner and Contractor with a copy of the Punch List. The Contractor will schedule and complete the Work on the Punch List within five (5) days of receipt thereof. When the Work on the Punch List is complete, the Contractor, Homeowner and City's inspector will verify that all such Work has been completed. Upon completion of all Work on the Punch List and verification of the completion by the Contractor, the Homeowner and the City's Inspector, the City's Inspector will sign and forward the Payment Request for the final payment to the City HSD office for processing and payment, which final payment, will be made to the Contractor after thirty (30) days from the date of the Payment Request. If the Work do not meet the requirements of this Agreement, the Contractor will conect or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 5.3 Defective or Unauthorized Work. If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until EHRP CONTRACTOR AGREEMENT - 5- 11/2012 Contractor Specific . ,�. � • � �in H�� 33325 8th Avenue Sauth Federaf Way, WA 98003-6325 �253} 83�-7�OQ svsr�v cityr�ffeder�lw�y com the goods, materials, or services are acceptable to the City. If Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Contractor. 5.4 Non-A�propriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will 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. 5.5 Final Payment: Waiver of Claims. Contractor's acceptance of final payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for final payment is made. 6. INDEMNIFICATION. 61 Contractor Indemnification. The Contractor agrees to release indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and a11 claixns, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, 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, 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 the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub-contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 6.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be ganted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 63 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shazeholders, partners, employees, agents, representatives, and sub- contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awazds, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration ar termination. 7. INSURANCE. The Contractor agrees to cany insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors performed EHRP CONTRACTOR AGREEMENT - 6- 11/2012 Contractor Specific . ' �► �► ' rrr +� � vrr i cin Ha�� Y �F �� 25 8fh ,4venue 5outh Federat Way, L�fA 98003-6325 (253} 83a�-7Qq� wti�rw �rtyo€feder�fd�y corn under the Project Documents for an Identified Project for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 7.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products-compl�eted operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability,,advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; c. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 7.2. No Limit of Liabilitv. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 7.3. Additional Insured. Verification. The City shall be named as additional insured on a11 commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for a11 commercial generalliability policies attached hereto as E�ibit "C" and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor sha11 be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 7.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 8. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance ofthis Agreement sha11 be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 9. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for workproduct upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor sha11 be delivered to the City. 10. BOOKS AND RECORDS. The Contractor agrees to mainta.in books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of a11 funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review ar audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 11. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS. EHRP CONTRACTOR AGREEMENT - 7 - Contractor Specifc 11/2012 w t�� CITY HALL �� 33325 $th Avenu� Sguth Federat Way, VVA 980d3-6325 (253} 83�-7t1q0 t�v erPyt7ffeder��tw��y �orrr 11.1 Independence. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regazdless of whether such may provide a secondary or incidental benefit to the Contractor, sha11 not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do sa ll.2 Safetv. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize a11 protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296-155 WAC), General Safety and Health Standards (Chapter 296-24 WAC), and General Occupational Health Standards (Chapter 296-62 WAC). Contractor sha11 erect and properly maintain, at a11 times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or neaz the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, posYdanger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer, gas, steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Work. The Contractor shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same 11.3 Risk of Work. All work sha11 be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, sha11 not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 11.4 Prevailing Wages. 1 I.4.1 Wages of Emplovees. This Agreement is subject to the minimum wage requirements of Chapter 39.12 of the Revised Code of Washington, as now e�cisting or hereafter amended or supplemented. In the payment of hourly wages and fringe benefits to be paid to any of Contractor's laborers, workers and/or mechanics, Contractor sha11 not pay less than the "prevailing rate of wage" for an hour's work in the same trade or occupation in the locality within the State of Washington where such labor is performed, as determined by the Industrial Statistician of the Department of Labor and Industries of the State of Washington. Prevailing wages paid pursuant to this Ageement shall be the prevailing wage rates that are in effect on the date when the bids, proposals, or quotes were required to be submitted to the City. 11.4.2 Aga'eements Exceedin,g One Year. Pursuant to WAC 296-127-023, or hereafter amended, the City agrees to pay any increase in the current prevailing wages if and when this Contract is extended provided that the term of the Contract exceeds one year. The City further agrees to pay the current prevailing wages at the time of addirional yearly extensions, and the Contractor agrees to pay its employees the increased prevailing wage. 11.43 Exemptions to Prevailing Waee. The prevailing wage requirements of Chapter 39.12 RCW, and as required in this Agreement do not apply to: Sole owners and their spouses; any partner who owns at least 30% of a partnership; the President, Vice President and Treasurer of a corporation if each one owns at least 30% of the corporation. 11.4.4 Reporting Requirements. Contractor shall comply with all reporting requirements of the Department of EHRP CONTRACTOR AGREEMENT - 8- 11/2012 Contractor Specific « r` � r ar � ci-n� �+,�� 33325 8th A�enue Sr�uth Pede:raC Way, Lh+A 98Q03-6325 (253} 335-7dOQ f�&LJt�t! �PI}�OffE.'L�Ef�a1W%iS! COfTi Labor and Industries of the State of Washington. Upon the execution of this Agreement, Contractor shall complete and file a Staxement of Intent to Pay Prevailing Wages with the Department of Labor and Industries. Upon completion of the Work, Contractor shall complete and file an Affidavit of Wages Paid with the Department of Labor and Industries. Contractor shall deliver copies of both the Statement of Intent to Pay Prevailing Wages and the Affidavit of Wages Paid, certified by the Department of Labor and Industries, to the City. 11.4.5 Disputes. In the event any dispute azises as to what are the prevailing rates of wages for work of a similar nature and such dispute cannot be resolved by the City and the Contractor, the matter shall be referred for arbitration to the Director of the Department of Labor and Industries of the State of Washington and the decision therein sha11 be fmal and conclusive and binding on all parties involved in the dispute. 12. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 13. EOUAL OPPORTUNITY EMPLOYER In a11 services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement sha11 apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor sha11 comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state; or local law or regulation regarding non-discrimination. 14. GENERAL PROVISIONS. 14.1 Inter�retation and Modification. This Agreement, together with any attached E�ibits, contains a11 of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevaiL The respecfive captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions sha11 remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 14.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non-assigning party gives its consent to any assignment, the terms of this Agreement sha11 continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. EHRP CONTRACTOR AGREEN�ENT - 9- 11/2012 Contractor Specific « �w s s� �., +�r � '�r +Ir ClTI` HALL �� 332� 8th Avenue S�uth Federa[ VJay, WA 9SQ03-6325 (253} 835-7CI00 wtvw crtyoffederr�tway com 143 Apnlicable Law. This Agreement is subject to a11 laws of the United States of America, the Sta.te of Washington, and ordinances ofthe City and all rules and regulations of any regulatory body or office having jurisdiction and in particular, without limitation, the federal regulations codified at Title 24, Code of Federal Regulations (CFR) Part 570 or 24 CFR Part 92. 14.4 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with a11 applicable federal, state, local, and city laws including, without limitation, a11 City codes, ordinances, resolutions, regulations, rules, standards and policies, as now e�usting or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 14.5 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. 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 above. Any notice so posted in the United States mail shall be deemed received three (3) days a8er the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but sha11 be cumulative with a11 other remedies available to the City at law, in equity or by statute. T'he failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same sha11 be and remain in fu11 force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence sha11 not waive such breach or default. Failure of the City to declaze one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction ofthe King County Superior Court, King County, Washington, unless the parties agree in writing to an altemative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Pariy brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 14.6 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterpaxts, each of which shall be deemed an original and with the same effect as if a11 Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it sha11 only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] EHRP CONTRACTOR AGREEMENT - 10 - 11/2012 Contractor Specific . s * w. � GiTY H.4LL �� 33325 8th Awenue Sauth Pe�lerai V'Vay. WA 98003-6325 (253} 835-7dQQ wtvsv c�tyaffederaA�y com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ip Priest, ayor DAT'E: � ( I �/ � � HIL SEPTIC AND SERVICES, INC. By: Printed Name: • Ze/A'r'1 1 'Ci Title: '��.Q,S ( � � na�: ��7 � zoi3 STATE OF WASHINGTON ) ) ss. COUNTY OF 11U ATTEST: City Clerk, Carol McNeil , CMC APPROVED AS TO FORM: � City A y, atricia A Richa dson On this c�ay personally appeared before r�e .�,�'/) ,1.-� �� , to me known to be the -��,�5� }' of `L - �- that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this � day of , 20� Notary's signature Notary's printed name p Notary Public in and for e State of Washington. My commission expires /c'r/�(�' 2�I l3 EHRP CONTRACTOR AGREEMENT - 11 - 11/2012 Contractor Specific • �� A� � � ,�. � • � � �� EXHIBIT "A" `r � .� � Identified ProLcts ClTY HRLL 3332� 8th ;4venue Sauth Fede�a[ Way, V!#R 9SQ03-6325 �253} 8�35-7C�Q£i' c�vevcrfyo.ffeder�hvt�y c�r� Pro'ect Number Sco e NTP Date EHRP CONTRACTOR AGREEMENT - 12 - 11/2012 Contractor Specific « �. � �. � � EXHIBIT "B" COMPENSATION C1TY HALL 3332� 8th Avenue Saut}� Pedera[ Way. V�fA �J80�3-6325 (253} 83�-7t��0 �wrav cityafit.der�hvay com Total Compensation: In return for the Work, the City shall pay the Contractor an amount not to exceed fifteen thousand and 00/100 Dollars ($15,000.00) for the following Identified Projects: Pro'ect Number Sco e Cost EHRP CONTRACTOR AGREEMENT - 13 - 11/2012 Contractor Specific . s � •r > + ' �>, � EXHIBIT "C" INSURANCE CERTIFICATE (to be provided by Contractor) EHRP CONTRACTOR AGREEMENT - 14 - Contractar Specific CITY HALL 33325 8ih Auenue Stsuth Federaf Way, �VA �8003-6325 (253} 83r-.,-7a(l� �u�s��v c�fynlfederE�hv�y. com 11/2012 Aco � CERTIFICATE OF LIABILITY INSURANCE 3ii2i2oi3 ' �..--- THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CER'TIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BENYEEN THE ISSUING INSURER�S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certiflcate holder is an ADDITIONAL INSURED, the policy�ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditlons of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certiflcate hoider in lieu af such endorsement s). PROWCER . NA E Daniel Welch � � � w Insuraace CjY'OIlP PH�� .(HOO� 3GZ-SZYO FAlC No: f800)996-6054 1007 Paci£ic Ave .,,,,�«,. dan@w-ins. com Tacoata WA 98402 4NSURED HII, CONSTRUCTION & 3ERVICES INC AND HIL 3EPTIC AND SERVICE3 INC PO HOX 7217 IfJSURER Security 2as Co caa Fise & Casual %�:� COVII�ic�TON v� 98042 INSURERF: COVERAGES CERIIFICATE NUAflBER:CL1311418179 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWfTHSTANDBVG ANY REQUIREMENT, TERM OR CONDffION OF ANY CONTRACT OR OTHER DOCUMENT WRH RESPECT TO VNi�H THIS CERTIFiCATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POUCIES. UMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR 7ypE OF INSURANCE POI.ICY EFP POLICY EXP � �� LTR POLICY NUMBER MMIDD MMI GENERAL LIABILITY EACH OCCURRENCE $ S� OOO � OOO X COMMERCIAI. GENERAL LWB�LITY PREMIS , a occurre ce � S 1, OOO , OOO A CLAIMS�MADE aOCCUR X . KS53571436 1/6�/2012 1/B/2013 MEDEXP(Any.oneperson) S � i5,400 PERSONAL 8 ADV INJURY S 1� OOO � OOO - GENERAL AGGREGATE $ 2� OOO, OOO GEN'LAGGREGATE LMAIT APPUES� PER: PRODUCTS - COMP/OP AGG $ 2� 000, OOO X POLICY �a LOC $ Atrrontosl�E Lwellm Ea n �� 1 000 000 B x ANY AUTO � - BOOILY INJURY {Per Personl $ � �T03�� AUTOSL� � 3571436 /27/2012 /27/2013 gODILYINJURY(Pereccberd) S NON-0VNVED � PRO ERTY DAMAGE $ HIREDP.UTOS AUTOS � . Peracciden[ � � Untlennwred motorist ; ��E� ��8 OCCUR EACH OCCURRENCE S pCCE33LIAB CLAIMSMADE AGGREGATE S � DED RETENTION � 3 � pj WORKERSCOMPBNSATiON . � � VICSTAMU- X OTH- . .. AI� 9MPLOYER3� �uew.mr � ANYPROPF2IETORIPPRTNERlE7�CUTIVE YrN E.L.FACHACCIDENT ; i OOO OOO OFFlCERJh�MBER EXCLUDED? � N�A � 1/6/2012 1/6/2013 ��,�„b,�ary �� [cs53571436 E.L. Dis�o.s� - E.n o.tat.Or S 1 000 000 Ifyes, �suibe under DESCRIPTION OF OPERATIONS Celow E.L. DISEASE- POLICY LMIT ; � Z OOO OOO A Inland M3Yine/ $el7tal KS53571436 1/6/2012 1/6/2013 LimR3100.000.00 � � Equipxment $zso.00 dea,cewe DESCPoP770N OF OPERA710NS l LOCA710NS! VBIICLE3 (Attaeh ACORD 101, Atltlitlorql Wemarks SebsdW�, If more spaee is requlrod► � Certificate Holder is an Additional Insured, but only if re�+�ired by written contract or written agreement or permi.t, per Commercial General Liability Extension provision CG 88 10 10 09. �� City of Federal Way Jay Beaaett Comonuttity 3ervices Manager 33325 8th Ave s SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOR, NOTICE WILL BE DELIVERED IN ACCORDANCE YYITH THE POUCY PROVISIONS. • AUTHORIZED REPRESEN�ATIVE Federal Way, i�i 98003-6325 ��.. � � �.� IDazv_el Welch/HSE --x-•� .- _ -�-U ACORD 25 (2010/0S) O 1988-2070 ACORD CORPORATION. All rights reserved. INS025 �2o�oos�.o� The ACORD name and logo are registered marka of ACORD