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HomeMy WebLinkAboutGrayMar Environmental Services, LLC - Master Service Agreement for removal and cleaning of old fire retardent foam from YKM's three ARFF vehicles and disposal of contaminates and rinsate.Addendum No. 1 to Master Service Agreement Between the City of Yakima & GrayMar Environmental Services, LLC The City of Yakima ("City") and GrayMar Environmental Services, LLC ("GrayMar") are parties to that certain Master Service Agreement dated 9-Sept 2025 ("MSA"). The parties agree that the MSA, whether entered into prior to or after the execution of this Addendum, shall be fully subject to the terms of this Addendum and that the Addendum is made a part and is incorporated into the terms of the MSA. To the extent of a conflict between the terms of the MSA and this Addendum, the terms of this Addendum shall control. 1. INDEMNIFICATION AND HOLD HARMLESS: a. GrayMar shall take all necessary precautions in performing the services under the MSA to prevent injury to persons or property. GrayMar agrees to release, indemnify, defend, and hold harmless the City, its elected and appointed officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers from all liabilities, losses, damages, and expenses related to all claims, suits, arbitration actions, investigations, and regulatory or other govemmental proceedings arising from or in connection with the acts, failures to act, errors or omissions of GrayMar, or any of GrayMar's agent(s) or subcontactor(s), in performance of the MSA, except for claims caused by the City's sole negligence. b. Industrial Insurance Act Waiver. It is specifically and expressly understood that GrayMar waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. GrayMar'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. GrayMar shall require that its subcontractors, and anyone directly or indirectly employed or hired by GrayMar, and anyone for whose acts GrayMar may be liable in connection with its performance of the MSA and this Addendum, comply with the terms of this paragraph, waive any immunity granted under Title 51 RCW, and assume all potential liability for actions brought by their respective employees. The parties acknowledge that they have mutually negotiated this waiver. c. Should a court of competent jurisdiction determine that the MSA 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 GrayMar and the City, the GrayMar's liability, including the duty and cost to defend, shall be only to the extent of the GrayMar's negligence. d. Nothing contained in this Section or the MSA shall be construed to create a liability or a right of indemnification in any third party. 2. EQUAL EMPLOYMENT and NONDISCRIMINATION During the performance of the MSA, GrayMar and GrayMar's subconsultants and subcontractors shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, and any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under the MSA. GrayMar agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. INSPECTION AND PRODUCTION OF RECORDS 3.1 The records relating to the MSA shall, at all times, be subject to inspection by and with the approval of the City, but the making of (or failure or delay in making) such inspection or approval shall not relieve GrayMar of responsibility for performance of the services in accordance with the MSA, notwithstanding the City's knowledge of defective or non- complying performance, its substantiality or the ease of its discovery. GrayMar shall provide the City sufficient, safe, and proper facilities, and/or send copies of the requested documents to the City. GrayMar's records relating to the MSA will be provided to the City upon the City's request. 3.2 GrayMar shall promptly furnish the City with such information and records which are related to the services and product under the MSA as may be requested by the City. Until the expiration of six (6) years after final payment of the compensation payable under the MSA, or for a longer period if required by law or by the Washington Secretary of State's record retention schedule, GrayMar shall retain and provide the City access to (and the City shall have the right to examine, audit and copy) all of GrayMar's books, documents, papers and records which are related to the work performed by GrayMar under the MSA. Prior to converting any paper records to electronic format and/or destroying any records, GrayMar shall contact City's Records Administrator (509-575-6037) to discuss retention. In no event shall any record relating to the MSA be destroyed without City consultation, 3.3 All records relating to GrayMar's services and the product under the MSA must be made available to the City, and the records relating to the MSA are City of Yakima records. They must be produced to third parties, if required pursuant to the Washington State Public Records Act, Chapter 42.56 RCW, or by law. All records relating to GrayMar's services and product under the MSA must be retained by GrayMar for the minimum period of time required pursuant to the Washington Secretary of State's records retention schedule. 4. Survival. The foregoing sections of this Addendum, inclusive, shall survive the expiration or termination of this MSA, in accordance with their terms. IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed by their respective authorized officers or representatives as of the 9 day of September , 2025. City GrayMar Vic t a Baker, City Maria CITY CONTRACT ND• ? c325- RESOLUTI©N NO' !'', I pc Printed Name: Victoria Baker Title: City Manager Date: Attes City Jerk Signature Printed Name: Michael S. Gray Title: CEO 9-Sep-2025 GRAYMAR C N V e R ©N M[ N T a l Master Services Agreement MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT ("MSA")isentered into on_N©vember5� 2025(°'Effective Date') between GrayMar Environmental Services, LLC ("GRAYMAR") and City of'Yakima ("CLIENT ") )(collectively "Parties'') who agree as follows: WHEREAS GRAYMAR and CLIENT are engaged in the business of providing environmental and emergency services as further set forth herein ("Services"); and WHEREAS GRAYMAR and CLIENT desire to establish the general terms and conditions that shallgovern the Services to be performed by GRAYMAR to CLIENT. NOW, THEREFORE, in consideration of the mutual agreements, promises and covenants hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, GRAYMAR and CLIENT agree as follows: Purpose The purpose of this Master Service Agreement ("MSA") is to provide terms and conditions under which GrayMar Environmental Services, LLC ("GRAYMAR") agrees to provide all Servicesto the "CLIENT". The CLIENT agrees to compensate GRAYMAR in accordance with this MSA, GRAYMAR shall maintain insurance coverage in accordance as detailed on the attached certificate of insurance (COD. Both parties acknowledge and entered this MSA to enact Services for the purpose of remedy. This MSA shall be executed by a duly authorized representative of both parties as of the day and year enacted herein. CLIENT hereby authorizes GRAYMAR all rights to any payments (insurance, trust, etc.) that CLIENT may be entitled to receive to pay for the Services provided under this MSA and hereby authorizes its insurance company or agent to pay GRAYMAR directly, SERVICES GRAYMAR offers a myriad of services to supply environmentalsolutions. These services may include, but not be limited to, the following: • Emergency Response • Assessment and site evaluations. • Waste Transportation and Disposal. • Decontamination Services (including COVID-19) • Tank and Sump Cleaning • Site Remediation • Chemical and oil releases • Tanker rollovers • Pipeline ruptures • Leaking containers and recovery www.grayrnarenv,com (866) GRAYMAR • Abandoned site clean-up • Fire/smoke damage • Mercury Releases • Confined Space Rescue • Training Master Services Agreement GRAYMAR shall provide all necessary supervision, labor, equipment, materials, and subcontracted items, as needed for the performance of the Services. GRAYMAR will provide all services in a safe manner and in compliance (i.e., permits and licenses) with all local, county, city, state and federal regulations. CLIENT shall provide full and complete information about its requirements for the Services including but not limited to the site, surface and subsurface conditions, utility Locations, site ownership, access, hazardous materials and other substances or risks likely to be present. The CLIENT shall also reveal any other documentation or information concerning the site or Scope of Work which may reasonably be provided to GRAYMAR. CLIENT represents and warrants to GRAYMAR that. CLIENT has the requisite legal right, title, and interest necessary to provide access to the job site. In the event subsurface or latent conditions at the work site materially differ from those indicated in the contract documents or if the latent or subsurface physical conditions are ofan unusual naturenot ordinarilyfoundtoexist in environmentalservice activities identified in the contract documents, GRAYMAR shall be entitled to an equitable adjustment of the Contract price and time. GRAYMAR will work with CLIENT's representative who shall be authorized to approve changes in the Services; render decisions promptly; authorize commitments and expenditures on behalf of CLIENT; approve GRAYMAR's daily activities via executed time sheets or other, and to accept, verify and approve GRAYMAR's invoices. The CLIENT shall be responsible for repairs to all private property, roadways, structures and rights -of -way resulting from GRAYMAR's reasonable use thereof. CLIENT represents and warrants that it shall be responsible for and compensates GRAYMAR for the services provided. LIENT shall demonstrate sufficient funds available and committed for anticipated services rendered. GRAYMAR reserves the right to withhold services or immediately stop work if CLIENT is unable to provide proof that full restitution can be facilitated. COMPENSATION Compensation for all services provided by GRAYMAR will be made in accordance with Exhibit A which will consist of either a rate sheet, proposal or other compensation schedule. PAYMENT Payment terms are due within netthirty (30) days unless otherwise determined by GRAYMAR that alternative terms are warranted. Alternative terms will be decided on a case -by -case basis as required by GRAYMAR www.graymarenv.com (866) GRAYMAR GRAYMAR EN W 9 RO N M E N T A L Master Services Agreement management based on a review of certain financial conditions. GRAYMAR will invoice the CLIENT in an expedited manner and the CLIENT wilt make full payment based on established payment terms. GRAYMAR reserves the right to invoice at expedited intervals which may be issued on a daily basis. Costs associated with mobilization such as supplies, materials, equipment transportation to site, etc. may be required to be paid prior to commencing activities. Payments offered via credit card will be subject to a three percent(3%) surcharge of the total invoice amount. CLIENT agrees that interest shall accrue and will be paid to GRAYMAR on any unpaid balance of any invoice after five (5) calendar days of receipt of invoice by CLIENT at the rate of one- and one-half percent (1.5%) per month or the maximum amount allowed by law. CLIENT agrees to pay all costs of collection, litigation or settlement incurred by GRAYMAR, including reasonable attorneys' fees, as required to collect unpaid balances of invoices owed to GRAYMAR, inclusive of CLIENT bankruptcy and insolvency proceedings. In the event that work is suspended or terminated for any reason prior to the completion of the services, CLIENT agrees to pay for labor, equipment, materials, disposal and other costs incurred by GRAYMAR at the Rates and for reasonable demobilization costs. CLIENT agrees to pay GRAYMAR in accordance with the Rates for any litigation support or testimony provided by GRAYMAR in connection with, or arising out of, the work performed by GRAYMAR hereunder. CLIENT agrees to pay GRAYMAR at the Rates for any costs incurred or delays resulting from GRAYMARs response to any emergency condition which threatens the safety of persons or property during the performance of the Services. if any change occurs during the term of this MSA with respect to any laws, rules, regulations or ordinances which affects the rights or obligations of CLIENT or GRAYMAR under this MSA, or the applicability of any taxes or fees, or the cost of handling waste materials, CLIENT and GRAYMAR shall negotiate in good faith to bring this MSA into conformance with such change or changes. In the event that such MSA cannot be reached, CLIENT or GRAYMAR shall have the right to terminate this MSA immediately upon written notice to the other party. INSURANCE GRAYMAR shall keep in effect during th COVERAGE orker's Compensation General Liability Automobile Liability er his Agreement the following insurance coverages: LIMITS on $2 Million Per Occurrence $4 Million Aggregate itlion Combined Single Limit www.graymarenv.com (866) GRAYMAR Umbrella/Excess Liability Pollution/Professional Liability Master Services Agreement $8 Million Per Occurrence $8 Million Aggregate $2 Million Per Occurrence $4 Million Aggregate CLIENT shall indemnify, defend and hold harmless GRAYMAR, its parents, subsidiaries and affiliated companies and their respective directors, officers, employees, agents, successors and assigns from and against any and all costs, losses, liabilities, claims, penalties, forfeitures, suits, and the costs and expenses incident thereto (including cost of defense, settlement and reasonable attorneys' fees) which GRAYMAR may hereafter incur, become responsible for or payout as a result of death or bodily injuries to any person, destruction or damageto any property, contamination oforadverseeffects on the environment, anyviolation of applicable federal, state or local laws, regulations, or ordinances to the extent caused by: (a) Client's actions or inactions with respect to this MSA, (b) Client's breach of any term or provision of this MSA, or (c) the negligence or willful misconduct of Client, its employees, agents or subcontractors (representatives) in the performance of this MSA with the exception of natural resource and other damages as provided in Force Majeure. FORCE MA,jEURE The performance of this MSA, except for the payment for Services already rendered, may be suspended by either Party in the event performance is prevented by causes beyond the reasonable control of such Party. Such causes shall include, but not be limited to, acts of God, acts of war, riot, fire, explosion, accidents, inclement weather, sabotage, lack of adequate fuel, power, raw materials, labor or transportation facilities, changes in government laws, regulations, orders, or defense requirements, restraining orders, labor disputes, strike, lock -out or injunction (provided that neither Party shall be required to settle a labor dispute against its own best judgment). The Party prevented from performing by a cause or event beyond its reasonable control shall use its best efforts to eliminate such cause or event and shall provide notice of such cause or event to the other Party. This MSA may be terminated by either party upon forty-eight(48) hours prior notice to the other party. Any notice to be given under this MSA shall be in writing and delivered to the address listed below: GRAYMAR ENVIRONMENTAL SERVICES, LLC 100 SPRINGDALE RD., STE A3, STE 302 CHERRY HILL, NJ 08003 ATTN: CONTRACTS DEPT. EMAIL: CONTRACTS{cGRAYMARENV.COM Waiver - Any waiver by either Party of any provision of this MSA shall not be construed or deemed to be a waiver of any other provision of this MSA, nor a waiver of a subsequent breach of the same provision. www.graymarenv.corrm (866) GRAYMAR Master Services Agreement Severability - If any provision ofthis MSA shall be deemed to be unenforceableforanyreason,such provision shall be deemed to be modified or restricted to the extent necessary to render the same enforceable, and such unenforceability shall not affect the enforceability of the remainder of this Agreement. Entire Agreement - This MSA represents the entire agreement between the Parties hereto and supersedes all prior agreements, whether written or oral, that may exist between the Parties relating to the subject environmental services. The Parties specifically acknowledge that this Agreement is not intended to modify or replace any other agreement(s) that may exist between the Parties for services not included in this Agreement. Additionally, conflicting, or different terms in any document issued by CLIENT shall be void and are hereby expressly rejected. Any amendments or modifications to this Agreement shall be in a writing signed by both Parties. Survival - The provisions contained in this agreement pertaining to pricing, compensation, paymentterms, representations & warranties (CLIENT and GRAYMAR), risk of loss and indemnifications shall survive and remain in effect following the termination of this Agreement. Applicable Law - This Agreement shall be construed, governed and enforced in accordance with the laws of the state of Washington. The Parties agree to submit to the jurisdiction of the courts of the State of Washington. WHEREFORE, the Parties, by their duly appointed representatives, execute this Agreement as of the day and date first written above. CLIENT:GRAYMAR: Sign�r:re�. Signature G` 1 C Michael S. Gray Print or Type Name Print or Type Name `}dry nm President Title j Title ( 10-Nov-2025 Date Date www.graymarenv.com (866) GRAYMAR GRAYMAR Ettiv Y R0M Master Services Agreement EXHIBIT A - COMPENSATI©N SCHEDULE www,greyrnerenv,c©m (866) GRAYMAR