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HomeMy WebLinkAboutAmerican Trainco, Inc. - On-Site Training -- Pump Maintenance and Repair • PROFESSIONAL SERVICES AGREEMENT AMERICAN TRAINCO, INC. On-Site Training — Pump Maintenance and Repair THIS PROFESSIONAL SERVICES AGREEMENT, hereinafter an "Agreement," is made and entered into by and between the City of Yakima, a Washington State municipal corporation (hereinafter the "City "), and American Trainco, Inc. (hereinafter "Consultant "). I. RECITALS A. City is a' municipal corporation of the State of Washington with City Hall located at 129 North 2nd Street, Yakima, Washington 98901. B. Consultant is a corporation duly formed and existing under the laws of the State of Delaware, with headquarters at 9785 Maroon Circle, Suite 300, Englewood, Colorado 80112, and mailing address of P.O. Box 3397, Englewood, Colorado 80155. C. City owns, operates and maintains public utility facilities for wastewater treatment, which facilities and infrastructure include a substantial array of, and public investment in, pumps and related equipment. City desires to maintain such pumps and equipment to retain and promote efficiency of operation and use for the benefit of the public, and further desires that its responsible employees obtain appropriate and necessary training to further such ends. D. Consultant has experience and expertise regarding training for pump repair and maintenance, and agrees to perform said services for the City under the terms and conditions set forth in this Agreement. II. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants, conditions, promises, and agreements set forth herein, it is agreed by and between the City and the Consultant as follows: 1. Scope of Work. The Consultant shall provide training to selected City employees regarding pump maintenance and repair, which training shall occur on -site within the City of Yakima, in accordance with the following terms: a. Conduct a two -day pump and maintenance training workshop on such dates as mutually agreed, for the benefit of City employees designated by the City Wastewater Manager, at a location within the City as arranged by City. b. Training services to be conducted by Consultant to include the objectives and agenda substantially conforming to the Consultant's description of such !described on pages 3 through 5 of the Consultant's Page 1 of 5 "On -Site Training Proposal for City of Yakima" dated May 16, 2014, a copy of which proposal is attached hereto and incorporated herein as Exhibit "A." c. City elects to receive the training course without testing. Upon execution of this Agreement, Consultant and City Wastewater Manager (and /or her designee) shall consult to confirm the date and location for the training sessions, and to approve a final agenda and materials for the workshop. City will arrange and pay any applicable fee for reservation of a suitable location for presentation of the training, and will provide audio /visual equipment, refreshments and expenses necessary or appropriate for conducting the workshop which are not specifically listed as Contractor's responsibility. 2. Compensation. The City shall compensate Consultant for all services provided hereunder at the rates stated below: Professional Fee Consultation, preparation and facilitation of two -day training (includes $7,490 all Consultants' travel and expenses) TOTAL Not to Exceed $7,490 As set forth above,: total compensation to Consultant under this Agreement shall not exceed $7,490.00. The City shall make payment to Consultant within thirty (30) calendar days upon receipt of invoice. All payments are expressly conditioned upon Consultant providing services hereunder satisfactory to the City. 3. Term of Agreement. The term of this Agreement shall commence upon full execution by all parties and shall terminate upon full performance of Consultant's service hereunder and City's payment of compensation. This Agreement may be terminated by either party in accordance with Section 13 of this Agreement. 4. Status of Consultant. The Consultant and the City understand and expressly agree that Consultant is an independent contractor in the performance of each and every part of this Agreement. The Consultant, as an independent contractor, assumes the entire responsibility for carrying out and accomplishing the services required under this Agreement free from supervision by the City over the methods and details of performance except as provided herein. Additionally, and as an independent contractor, Consultant and its employees shall make no claim against the Cityy for employment benefits, social security, and /or retirement benefits. Nothing contained herein shall be interpreted as creating a relationship of servant, employee, partnership or agency between Consultant or any officer, employee or agent of Consultant and the City. Page 2 of 5 5. Taxes and Assessments. Consultant shall be solely responsible for compensating his employees and for paying all related taxes, deductions, and assessments, including but not limited to, federal income tax, FICA, social security tax, assessments for unemployment and industrial injury, and other deductions from income which may be required by law or assessed against either party as a result of this Agreement. In the event. the City is assessed a tax or assessment as a result of this Agreement, Consultant shall pay the same before it becomes due. 6. Non - Discrimination. During the performance of this Agreement, Consultant shall not discriminate in violation of any applicable federal, state and /or local law or regulation on the basis of race, color, sex, religion, national origin, creed, marital status, political affiliation, or the presence of any sensory, mental or physical handicap. 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 this Agreement. 7. Compliance With Law. Consultant agrees to perform all services under and pursuant to this Agreement in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise. 8. No Conflict of Interest. Consultant represents that he and /or his employees do not have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Agreement. 9. No Insurance provided by City. It is understood the City does not maintain liability insurance for Consultant and /or his employees. 10. Assignment. This Agreement, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by the Consultant to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee, shall assume all duties, obligations, and liabilities of Consultant as stated herein. 11. Integration. This written document constitutes the entire agreement between the parties. With the exception of scheduling and confirming the dates of the training sessions as described in Section 1 above (which may be accomplished by email or other agreed method), no changes or additions to this Agreement shall be valid or binding upon either party unless such change or addition be in writing and executed by both parties. 12. Non - Waiver. The waiver by Consultant or the City of the breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by either party or prevent either party thereafter enforcing any such provision. Page 3 of 5 13. Termination. The Consultant or the City may terminate this Agreement, with or without cause, by giving the other party at least ten (10) days advance written notice of termination. In the event of such termination, the Consultant shall be compensated, if required, in accordance with the "Cancellation" provision set forth on page 3 of Consultant's proposal attached hereto as Exhibit "A ". 14. Survival. Any provision of this Agreement which imposes an obligation after termination or expiration of this Agreement shall survive the term or expiration of this agreement and shall be binding on the parties to this Agreement. 15. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand delivered to the parties at their addresses as follows: To City: Tony O'Rourke City Manager City of Yakima City Hall 129 North 2nd Street Yakima, WA 98901 To Consultant: American Trainco, Inc. 9785 Maroon Circle,, Suite 300 Englewood, Colorado 80112 Mailing address: P.O. Box 3397 Englewood, Colorado 80155. or to such addresses as the parties may hereafter designate in writing. Notices and /or demands shall be sent by registered or certified mail, postage prepaid or hand delivered. Such notices shall be deemed effective when mailed or hand delivered at the addresses specified above. 16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 17. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. Page 4 of 5 18. Effective Date. This Agreement shall be effective as and from the date signed by the last party to sign. CITY OF YAKIMA AMERICAN TRAINCO, INC. B ZA,_._ By: jtv 0 Tony O'Rour. -, Ci y Manager Date: CQ`1 � " � Date: 5 ig - /i ATTEST: / Sonya Claar Te City Clerk $ CITY CONTRACT NO. CITY CONTRAC I NO: 2 01 N- I I b RESOLUTION NO: W A+ Page 5 of 5