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HomeMy WebLinkAboutTTC Construction, LLC - Stormwater Pipeline Repair at Ahtanum Rd. Agreement AGREEMENT Stormwater Pipeline Repair at Ahtanum Rd. THIS AGREEMENT between the City of Yakima,a Washington municipal corporation("City"),and TTC Construction, LLC, ("Contractor")shall be effective on the date both parties have signed the agreement. WITNESSETH: The parties, in consideration of the terms and conditions herein, do hereby covenant and agree as follows: 1. Scope of Work The Contractor shall perform all work and service(s)necessary to complete the repair of the City's stormwater pipeline located at or about Ahtanum Road,approximately 700 feet east of Bay Street in Union Gap,WA 98903. 2. Compensation The parties agree that though the cost estimate for the repairs is $45,000,the exact compensation is undetermined and can only be calculated upon project completion. 3. Agency Relationship between City and Contractor Contractor shall,at all times, be an independent Contractor and not an agent or representative of City with regard to performance of the Services. 4. Compliance with Law Contractor agrees to perform all Services under and pursuant to this Contract 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. Contractor shall procure and maintain all applicable and necessary permits, licenses and approvals of any federal, state, and local government or governmental authority or this project, pay all charges and fees,and give all notices necessary and Incidental to the due and lawful execution of the work. 5. Indemnification and Hold Harmless a. Contractor shall take all necessary precautions in performing the Services to prevent injury to persons or property. The Contractor 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 governmental proceedings arising from or in connection with this Agreement or the acts,failures to act,errors or omissions of the Contractor,or any Contractor's agent or subcontractor,in performance of this Agreement,except for claims caused by the City's sole negligence. The City's right to indemnification includes attorney's fees and costs associated with establishing the right to indemnification hereunder in favor of the City. b. If any suit,judgment, action,claim or demand arises out of, or occurs in conjunction with, the negligent acts and/or omissions of both the Contractor and the City,or their elected or appointed officials,officers, employees, agents, attorneys or volunteers, pursuant to this Contract, each party shall be liable for its proportionate share of negligence for any resulting suit, judgment, action, claim, demand, damages or costs and expenses, including reasonable attorneys'fees. c. Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor 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. 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 Ahtanum Road Stormwater Pipeline Repair Agreement Page 1 of 4 party under workers'compensation acts, disability benefit acts or any other benefits acts or programs. Contractor shall require that its subcontractors, and anyone directly or indirectly employed or hired by Contractor, and anyone for whose acts Contractor may be liable in connection with its performance of this Agreement, 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. d. 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, including the duty and cost to defend,shall be only to the extent of the Contractor's negligence. e. Nothing contained in this Section or this Contract shall be construed to create a liability or a right of indemnification in any third party. f. The terms of this section shall survive any expiration or termination of this Contract. 6. Contractor's Liability Insurance At all times during performance of the Services and this Contract, Contractor shall secure and maintain in effect insurance to protect the City and Contractor from and against any and all claims, damages, losses, and expenses arising out of or resulting from the performance of this Contract. Contractor shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the right to require higher limits should It deem it necessary in the best interest of the public. Contractor will provide a Certificate of Insurance to'the City as evidence of coverage for each of the policies and outlined herein. A copy of the additional insured endorsement attached to the policy will be included with the certificate. This Certificate of insurance shall be provided to the City, prior to commencement of work. Failure of City to demand such verification of coverage with these insurance requirements or failure of City to identify a deficiency from the insurance documentation provided shall not be construed as a waiver of Contractor's obligation to maintain such insurance. Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Contract. Any insurance,self-insurance or insurance pool coverage maintained by the City shall be in excess of the Contractor's insurance and neither the;City nor its insurance providers shall contribute to any settlements,defense costs,or other payments made by Contractor's insurance. If at any time during the life of the Contract,or any extension,Contractor fails to maintain the required insurance in full force and effect, all work under the contract shall be discontinued immediately. Any failure to maintain the required insurance may be sufficient cause for the City to terminate the Contract. The following insurance is required: a. Commercial Liability Insurance Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of commercial liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00)per occurrence,combined single limit bodily injury and property damage,and Two Million Dollars($2,000,000.00)general aggregate. If Contractor carries higher coverage limits,such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents, attorneys and volunteers shall be named as additional insureds for such Ahtanum Road Stormwater Pipeline Repair Agreement Page 2 of 4 higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The certificate of insurance and additional insured endorsement shall name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A-VD or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein:.as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. b. Automobile Liability Insurance Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of automobile liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00)per occurrence. If Contractor carries higher coverage limits,such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees,agents,attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is,the coverage amount,the policy number,and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract, The certificate of insurance and additional insured endorsement shall name the City of Yakima, its elected and appointed officials, employees,agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. The business auto liability shall include Hired and Non-Owned coverage if necessary. c. Employer's Liability(Stop Gap) Contractor and all Subcontractor(s)shall at all times comply with all applicable workers'compensation, occupational disease,and occupational health and safety laws,statutes,and regulations to the full extent applicable, and shall maintain Employer's Liability insurance with a limit of no less than $1,000,000.00. The City shall not be held responsible in any way for claims filed by Contractor or its employees for services performed under the terms of this Contract. Contractor agrees to assume full liability for all claims arising from this Contract including claims resulting from negligent acts of all Subcontractor(s). Contractor is responsible to ensure Subcontractor(s) have insurance as needed. Failure of Subcontractors(s)to comply with insurance requirements does not limit Contractor's liability or responsibility. 7. Taxes and Assessments Contractor shall be solely responsible for and shall pay all taxes,deductions,and assessments,including but not limited to federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Contract in the event the City Is assessed a tax or assessment as a result of this Contract,Contractor shall pay the same before it becomes due. 8. Force Majeure Contractor will not be responsible for delays in delivery due to acts of God, fire, strikes, epidemics, war, riot, delay in transportation or railcar transport shortages,provided Contractor notifies the City immediately in writing of such pending or actual delay. Normally,in the event or any such delays(acts or God, etc.)the date of delivery will be extended for a period equal to the time lost due to the reason for delay. Ahtanum Road Stormwater Pipeline Repair Agreement Page 3 of 4 9. Governing Law This Contract shall be governed by and construed in accordance with the laws of the State of Washington. The venue for any action to enforce or interpret this Contract shall lie in a competent jurisdiction in Yakima County,Washington. 10. Change or Notice Any alterations, including changes to the nature of the service, made to the Contract shall be rendered in writing and signed by both responsible parties; no changes without such signed documentation shall be valid. IN WITNESS WHEREOF,the parties hereto execute this Contract as of the day and year first above written. CITY OF YAKIMA TTC Construction,LLC 62/41 at-----:._ By: 4ti City Manager Date: D 3 i Do9,9, Date. e- 1 Mat ‘‘ ( nt name) C Clerk i �)' Io i it1 t S P \ i \` W ' - N _CITY CONTRACT NO:20 2 a'09I RESOLUTION NO: n/ck Ahtanum Road Stormwater Pipeline Repair Agreement Page 4 of 4 FIRST AMENDMENT TO AGREEMENT Stormwater Pipeline Repair at Ahtanum Rd. THIS AGREEMENT between the City of Yakima, a Washington municipal corporation ("City"), and TTC Construction, LLC, ("Contractor") shall amend the AGREEMENT for Stormwater Pipeline Repair at Ahtanum Road and be effective on the date both parties have signed the agreement. WITNESSETH: The parties, in consideration of the terms and conditions herein, do hereby covenant and agree that the following sections of the original AGREEMENT for Stormwater Pipeline Repair at Ahtanum Road shall be amended to read as follows: A. Amendment to Section 6: Contractor's Liability Insurance. Section 6 of the AGREEMENT for Stormwater Pipeline Repair at Ahtanum Road shall be amended and replaced with the following language. 6. Contractor's Liability Insurance At all times during performance of the Services and this Contract, Contractor shall secure and maintain in effect insurance to protect the City and Contractor from and against any and all claims, damages, losses, and expenses arising out of or resulting from the performance of this Contract. Contractor shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the right to require higher limits should it deem it necessary in the best interest of the public. Contractor will provide a Certificate of Insurance to the City as evidence of coverage for each of the policies and outlined herein. A copy of the additional insured endorsement attached to the policy will be included with the certificate. This Certificate of insurance shall be provided to the City, prior to commencement of work. Failure of City to demand such verification of coverage with these insurance requirements or failure of City to identify a deficiency from the insurance documentation provided shall not be construed as a waiver of Contractor's obligation to maintain such insurance. Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Contract. Any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of the Contractor's insurance and neither the City nor its insurance providers shall contribute to any settlements, defense costs, or other payments made by Contractors insurance. If at any time during the life of the Contract, or any extension, Contractor fails to maintain the required insurance in full force and effect, all work under the contract shall be discontinued immediately. Any failure to maintain the required insurance may be sufficient cause for the City to terminate the Contract. Contractor represents that this Agreement has been thoroughly reviewed by Contractor(s) insurance agent(s)Ibroker(s), who have been instructed by Contractor to procure the insurance coverage required by this Contract. Not more frequently than once every five years, Central Washington Railroad Company may reasonably modify the required insurance coverage to reflect then -current risk management practices in the railroad industry and underwriting practices in the insurance industry. If the City is required to amend its contract with Central Washington Railroad Company, Contractor agrees that it shall also amend its Agreement with the City to reflect the modified required insurance coverage. Ahtanum Road Stormwater Pipeline Repair Agreement Page 1 of 4 If any portion of the operations is to be subcontracted by the Contractor, Contractor must require that the subcontractor provide and maintain the insurance coverages set forth herein, naming the City and the Central Washington Railroad Company as additional insureds, and requiring that the subcontractor release, indemnify , and defend the City and the Central Washington Railroad Company to the same extent and under the same terms and conditions as Contractor is required to release, defend and indemnify the City and the Central Washington Railroad Company herein. The following insurance is required: a. Commercial Liability Insurance Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of commercial liability insurance with a minimum liability limit of Five Million Dollars ($5,000,000,00) per occurrence, combined single limit bodily injury and property damage, and Ten Million Dollars ($10,000,000.00) general aggregate. If Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents, attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The certificate of insurance and additional insured endorsement shall name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington, The requirements contained herein, as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. Coverage must be purchased on a post 2004 ISO occurrence form or equivalent and include coverage for, but not limited to, the following: • Bodily Injury and Property Damage • Personal Injury and Advertising Injury • Fire legal liability . • Products and completed operations This policy must also contain the following endorsements or language, which shall be indicated on the certificate of insurance: • The definition of insured contract must be amended to remove any exclusion or other limitation for any work being done within 50 feet of railroad property • Waiver of subrogation in favor of and acceptable to Central Washington Railroad Company • Additional insured endorsement in favor of and acceptable to Central Washington Railroad Company and Iron Horse Real Estate & Property Management • Separation of insureds • The policy shall be primary and non-contributing with respect to any insurance carried by Central Washington Railroad Company. It is agreed that the Workers' Compensation and employers' liability related exclusions in the Commercial General Liability Insurance policy(ies) required herein are intended to apply to employees of the policy holder and shall not apply to Central Washington Railroad Company employees. b. Automobile Liability Insurance Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of automobile liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence. If Contractor carries higher coverage limits, such !hits shall be shown Ahtanum Road Stormwater Pipeline Repair Agreement Page 2 of 4 on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents, attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect Said policy shall be in effect for the duration of this Contract. The certificate of insurance and additional insured endorsement shall name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A -VI I or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. The business auto liability shall include Hired and Non -Owned coverage if necessary. Coverage shall include, but not limited to, the following: • Bodily Injury and Property Damage • Any and all vehicles owned, used or hired This policy must also contain the following endorsements or language, which shall be indicated on the certificate of insurance: • Waiver of subrogation in favor of and acceptable to Central Washington Railroad Company • Additional insured endorsement in favor of and acceptable to Central Washington Railroad Company • Separation of insureds • The policy shall be primary and non-contributing with respect to any insurance carried by Central Washington Railroad Company, c. Employer's Liability (Stop Gap) Contractor and all Subcontractor(s) shall at all times comply with all applicable workers' compensation, occupational disease, and occupational health and safety laws, -statutes, and regulations to the full extent applicable, and shall maintain Employer's Liability insurance with a limit of no less than $1,000,000.00. The City shall not be held responsible in any way for claims filed by Contractor or its employees for services performed under the terms of this Contract. Contractor agrees to assume full liability for all claims arising from this Contract including claims resulting from negligent acts of all Subcontractor(s). Contractor is responsible to ensure Subcontractor(s) have insurance as needed. Failure of Subcontractors(s) to comply with insurance requirements does not limit Contractor's liability or responsibility. The insurance shall include coverage for, but not limited to: • Contractor's statutory liability under the workers' compensation laws of the state in which the work is to be performed. If optional under state law, the insurance must cover all employees anyway. Employers' Liability (Part B) with limits of no less than $1,000,000 each accident, $500,000 by disease policy limit, $500,000 by disease each employee. This policy shall also contain the following endorsements or language, which shall be indicated on the certificate of insurance: • Waiver of subrogation in favor of and acceptable to the Central Washington Railroad Company. d. Railroad Protective Liability Insurance Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of railroad protective liability insurance with a minimum liability limit of Five Million Ahtanum Road Stormwater Pipeline Repair Agreement Page 3 of 4 Dollars ($5,000,000.00) per occurrence, combined single limit bodily injury and property damage, and Ten Million Dollars ($10,000,000.00) general aggregate. If Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents, attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The certificate of insurance and additional insured endorsement shall name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. Coverage must be issued on a standard ISO form CG 00351093, and include coverage for, but not limited to, the following: • Endorsed to include the Pollution Exclusion Amendment (ISO form CG 28311093) • Endorsed to include the Limited Seepage and Pollution Endorsement • Endorsed to include Evacuation Expense Coverage Endorsement ▪ No other endorsements restricting coverage may be added • The original policy must be provided to Central Washington Railroad Company prior to performing any work or services under this Agreement. B. The remaining sections of the original AGREEMENT shall remain in full force and effect as written therein. IN WITNESS WHEREOF, the parties hereto execute this Contract as of the day and year first above written. CITY OF YAKIMA City Manager Date: Attest. City Clerk CITY CONTRACT RESOLUTION NO:tfr Ahtanum Road Stormwater Pipeline Repair Agreement ,„.0a440, ,k1 A tk "CoCit,c, 1-1 'ITC Construction, LIC Date: (Prin name) Page 4 of 4