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CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to City Clerks Office. All portions are to be completed.
If you have questions, please contact City Clerk's Office.
Vendor Name: EarthCoros
Vendor Number:
ID Edwards Number
Contract Number: PK_ (®®® _V
This is assigned by City Clerk's Office
Project Name: 2018 Spring Work Crew for Green Kent
Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment N Contract
❑ Other:
Contract Effective Date: 1/22/2018 Termination Date: 3/31/2018
Contract Renewal Notice (Days): 0
Number of days required notice for termination or renewal or amendment
Contract Manager: Lynn Osborn/BH Department: Parks Planning & Dev.
Contract Amount: tR-SRn nn
Approval Authority: N Department Director ❑Mayor ❑City Council
Detail: (i.e. address, location, parcel number, tax id, etc.):
Six-person crew to assist Parks & PW staff with environmental stewardship work for
I'll .......... ....
Green Kent Partnership
Division Contract PPD18-05
adccW10877 8 14
`+�•/ KENT
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GOODS & SERVICES AGREEMENT
between the City of Kent and
EarthCorps
THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation
(hereinafter the "City"), and EarthCorps organized under the laws of the State of Washington, located and
doing business at 6310 NE 74th Street, Suite 201E, Seattle, WA 98115 (hereinafter the "Vendor").
AGREEMENT,
I. DESCRIPTION OF WORK.
Vendor shall provide the following goods and materials and/or perform the following services for
the City:
As described in attached Exhibit A, incorporated herein, EarthCorps will provide a crew of six
people with tools, a lead, and transportation to assist Parks staff at Clark Lake Park and
Public Works staff at the Meridian Valley Creek Property. Services will include native plant
installation and/or invasive species removal as directed by staff.
------------------------
Vendor acknowledges and understands that it is not the City's exclusive provider of these goods,
materials, or services and that the City maintains its unqualified right to obtain these goods, materials,
and services through other sources.
II. TIME OF COMPLETION. Upon the effective date of this Agreement, Vendor shall complete
the work and provide all goods, materials, and services by 3/31/2018.
III. COMPENSATION. The City shall pay the Vendor an amount not to exceed $8,580.00' ,
including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in
this Agreement. The City shall pay the Vendor the following amounts according to the following schedule:
Vendor will submit a single invoice.
If the City objects to all or any portion of an invoice, it shall notify Vendor and reserves the option
to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make
every effort to settle the disputed portion.
A. Defective or Unauthorized Work. The City reserves its right to withhold payment from
Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable,
GOODS & SERVICES AGREEMENT - 1
($20,000 or Less, inci. WSST)
for any reason, to complete any part of this Agreement, the City may obtain the goods,
materials or services from other sources, and Vendor 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 Vendor.
B. Final Payment: W ivver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL
CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE
AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT
IS MADE.
IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-
Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in
accordance with Ch. 51.08 RCW, the parties make the following representations:
A. The Vendor 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.
B. The Vendor maintains and pays for its own place of business from which Vendor's
services under this Agreement will be performed.
C. The Vendor has an established and independent business that is eligible for a
business deduction for federal income tax purposes that existed before the City
retained Vendor's services, or the Vendor is engaged in an independently established
trade, occupation, profession, or business of the same nature as that involved under
this Agreement.
D, The Vendor is responsible for filing as they become due all necessary tax documents
with appropriate federal and state agencies, including the Internal Revenue Service
and the state Department of Revenue.
E. The Vendor has registered its business and established an account with the state
Department of Revenue and other state agencies as may be required by Vendor's
business, and has obtained a Unified Business Identifier (UBI) number from the
State of Washington.
F„ The Vendor maintains a set of books dedicated to the expenses and earnings of its
business.
V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon
providing the other party thirty (30) days written notice at its address set forth on the signature block of
this Agreement.
VI. CHANGES. The City may issue a written amendment for any change in the goods,
materials or services to be provided during the performance of this Agreement. If the Vendor determines,
for any reason, that an amendment is necessary, Vendor must submit a written amendment request to
the person listed in the notice provision section of this Agreement, section XIV(D), within fourteen (14)
calendar days of the date Vendor knew or should have known of the facts and events giving rise to the
requested change. If the City determines that the change increases or decreases the Vendor's costs or
time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to
reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to
agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall
proceed with the amended work upon receiving either a written amendment from the City or an oral order
from the City before actually receiving the written amendment. If the Vendor fails to require an
amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent
amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable
GOODS & SERVICES AGREEMENT - 2
($20,000 or Less, including WSST)
adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the
adjustment as provided in subsections A through E of Section VII, Claims, below.
The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate
acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by
Vendor as provided in this section shall constitute full payment and final settlement of all claims for
contract time and for direct, indirect and consequential costs, including costs of delays related to any
work, either covered or affected by the change.
VII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another
written order, or an oral order from the City, including any direction, instruction, interpretation, or
determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give
written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events
giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should
have known of the facts or events giving rise to the claim, whichever occurs first . Any claim for
damages, additional payment for any reason, or extension of time, whether under this Agreement or
otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim
is made in strict accordance with the applicable provisions of this Agreement.
At a minimum, a Vendor's written claim shall include the information set forth in subsections A,
items 1 through 5 below.
FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN
THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN
ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED
BY THAT DELAY.
A. Notice of Claim. Provide a signed written notice of claim that provides the following
information:
1, The date of the Vendor's claim;
2. The nature and circumstances that caused the claim;
3. The provisions in this Agreement that support the claim;
4, The estimated dollar cost, if any, of the claimed work and how that estimate
was determined; and
5. An analysis of the progress schedule showing the schedule change or
disruption if the Vendor is asserting a schedule change or disruption.
B„ Records. The Vendor shall keep complete records of extra costs and time incurred as a
result of the asserted events giving rise to the claim. The City shall have access to any of
the Vendor's records needed for evaluating the protest.
The City will evaluate all claims, provided the procedures in this section are followed. If the
City determines that a claim is valid, the City will adjust payment for work or time by an
equitable adjustment. No adjustment will be made for an invalid protest.
C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed
promptly to provide the goods, materials and services required by the City under this
Agreement.
D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor
also waives any additional entitlement and accepts from the City any written or oral order
(including directions, instructions, interpretations, and determination).
E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this
section, the Vendor completely waives any claims for protested work and accepts from the
City any written or oral order (including directions, instructions, interpretations, and
determination).
GOODS & SERVICES AGREEMENT - 3
($20,000 or Less, including WSST)
VIII. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING
FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE
CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED.
THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD.
IX. WARRANTY. Vendor warrants that it will faithfully and satisfactorily perform all work
provided under this Agreement in accordance with the provisions of this Agreement. In addition to any
other warranty provided for at law or herein, this Agreement is additionally subject to all warranty
provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington.
Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained,
and will perform in accordance with their specifications and Vendor's representations to City. The Vendor
shall promptly correct all defects in workmanship and materials: (1) when Vendor knows or should have
known of the defect, or (2) upon Vendor's receipt of notification from the City of the existence or
discovery of the defect. In the event any part of the goods are repaired, only original replacement parts
shall be used—rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for
that portion of the work shall extend for an additional year beyond the original warranty period applicable
to the overall work. The Vendor shall begin to correct any defects within seven (7) calendar days of its
receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a
reasonable time as determined by the City, the City may complete the corrections and the Vendor shall
pay all costs incurred by the City in order to accomplish the correction.
X. DISCRIMINATION. In the hiring of employees for the performance of work under this
Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the
Vendor or sub-contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national
origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who
is qualified and available to perform the work to which the employment relates.
Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration,
Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached
Compliance Statement.
XI. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers,
officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or
suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor's
performance of this Agreement, except for that portion of the injuries and damages caused by the City's
negligence.
The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds
to avoid any of these covenants of indemnification.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION
PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL
INSURANCE,, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES
FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.
In the event Vendor refuses tender of defense in any suit or any claim, if that tender was made
pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having
jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Vendor's part, then Vendor
shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable
attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the
Vendor's part.
The provisions of this section shall survive the expiration or termination of this Agreement.
XII. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement,
insurance of the types and in the amounts described in Exhibit A, Item 6 attached and incorporated by
this reference.
GOODS & SERVICES AGREEMENT - 4
($20,000 or Less, including WSST)
XIII. WORK PERFORMED AT VENDOR'S RISK. Vendor shall take all necessary precautions
and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of
the contract work and shall utilize all protection necessary for that purpose. All work shall be done at
Vendor's own risk, and Vendor 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.
XIV. MISCELLANEOUS PROVISIONS.
A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its
contractors and consultants to use recycled and recyclable products whenever practicable. A price
preference may be available for any designated recycled product.
B. Non-Waiver of Breach. The 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 shall be and remain in full force and effect.
C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Washington. If the parties are unable to settle any
dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means
of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules
and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in
writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the
parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees 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, nothing in this paragraph shall be construed to limit the City's
right to indemnification under Section XI of this Agreement.
D. Written Notice. All communications regarding this Agreement shall be sent to the parties at
the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written
notice hereunder shall become effective three (3) business days after the date of mailing by registered or
certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this
Agreement or such other address as may be hereafter specified in writing.
E. Assignment. Any assignment of this Agreement by either party without the written consent
of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment,
the terms of this Agreement shall continue in full force and effect and no further assignment shall be
made without additional written consent.
F. Modification. No waiver, alteration, or modification of any of the provisions of this
Agreement shall be binding unless in writing and signed by a duly authorized representative of the City
and Vendor.
G. Entire Agreement. The written provisions and terms of this Agreement, together with any
Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative
of the City, and such statements shall not be effective or be construed as entering into or forming a part
of or altering in any manner this Agreement. All of the above documents are hereby made a part of this
Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any
language contained in this Agreement, the terms of this Agreement shall prevail.
H. Comoliance with Laws. The Vendor agrees to comply with all federal, state, and municipal
laws, rules, and regulations that are now effective or in the future become applicable to Vendor's business,
equipment, and personnel engaged in operations covered by this Agreement or accruing out of the
performance of those operations.
I. Public Records Act. The Vendor acknowledges that the City is a public agency subject to the
Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes,
GOODS & SERVICES AGREEMENT - 5
($20,000 or Less, including WSST)
emails, and other records prepared or gathered by the Consultant in its performance of this Agreement
may be subject to public review and disclosure, even if those records are not produced to or possessed by
the City of Kent. As such, the Vendor agrees to cooperate fully with the City in satisfying the City's duties
and obligations under the Public Records Act.
1. City Business License Prior to commencing the tasks described in Section I,
Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of
the Kent City Code.
K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any
number of counterparts, each of which shall constitute an original, and all of which will together constitute
this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page
to the other by fax or email and that signature shall have the same force and effect as if the Agreement
bearing the original signature was received in person.
IN WITNESS, the parties below execute this Agreement, which shall become effective on
the last date entered below. Ali acts consistent with the authority of this Agreement and prior
to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed
to have applied.
VENDOR: CITY OF KENT:
By: ti.m By: /
`��'sPgnaClrr'e Y (signature)
Print Name: I Print Name: Hope Gibson
Its: 1 r 1 r Its: Parks Planning & Development
Manager
DATE: Il1I25
DATE:
NOTICES TO BE SENT TO: NOTICES TO BE SENT TO:
VENDOR: CITY OF KENT:
Rachel West Bryan Higgins
EarthCorps City of Kent
6310 NE 74th St, Ste 201E 220 Fourth Avenue South
Seattle, WA 98115 Kent, WA 98032
206-601-0134 (telephone) (253) 253-856-5113 (telephone)
Rachael@earthcorps.org BHiggins@kentwa.gov
P:\Planning\Green Ken[\EarthCorps\EarthCorps 2016\Spring Crew 2010-CONTRACT
GOODS & SERVICES AGREEMENT - 6
($20,000 or Less, including WSST)
DECLARATION
CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY
The City of Kent is committed to conform to Federal and State laws regarding equal opportunity.
As such all contractors, subcontractors and suppliers who perform work with relation to this
Agreement shall comply with the regulations of the City's equal employment opportunity
policies.
The following questions specifically identify the requirements the City deems necessary for any
contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative
response is required on all of the following questions for this Agreement to be valid and binding.
If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the
directives outlines, it will be considered a breach of contract and it will be at the City's sole
determination regarding suspension or termination for all or part of the Agreement;
The questions are as follows:
1. I have read the attached City of Kent administrative policy number 1.2.
2. During the time of this Agreement I will not discriminate in employment on the basis of
sex, race, color, national origin, age, or the presence of all sensory, mental or physical
disability.
3. During the time of this Agreement the prime contractor will provide a written statement to
all new employees and subcontractors indicating commitment as an equal opportunity
employer.
4. During the time of the Agreement I, the prime contractor, will actively consider hiring and
promotion of women and minorities.
5. Before acceptance of this Agreement, an adherence statement will be signed by me, the
Prime Contractor, that the Prime Contractor complied with the requirements as set forth
above.
By signing below, I agree to fulfill the five requirements referenced above.
By:
Fora. % .�or y
- ..
Title P
Date: I t ��
EEO COMPLIANCE DOCUMENTS - 1 of 3
CITY OF KENT
ADMINISTRATIVE POLICY
NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998
SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996
CONTRACTORS APPROVED BY Jim White, Mayor
POLICY:
Equal employment opportunity requirements for the City of Kent will conform to federal and
state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee
equal employment opportunity within their organization and, if holding Agreements with the City
amounting to $10,000 or more within any given year, must take the following affirmative steps:
1. Provide a written statement to all new employees and subcontractors indicating
commitment as an equal opportunity employer.
2. Actively consider for promotion and advancement available minorities and women.
Any contractor, subcontractor, consultant or supplier who willfully disregards the City's
nondiscrimination and equal opportunity requirements shall be considered in breach of contract
and subject to suspension or termination for all or part of the Agreement.
Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public
Works Departments to assume the following duties for their respective departments.
1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these
regulations are familiar with the regulations and the City's equal employment opportunity
policy.
2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines.
EEO COMPLIANCE DOCUMENTS - 2 of 3
CITY OF KENT
EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT
This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the
Agreement.
I, the undersigned, a duly represented agent of
Company, hereby acknowledge and declare that the before-mentioned company was the prime
contractor for the Agreement known as that was entered into on
the (date), between the firm I represent and the City of
Kent.
I declare that I complied fully with all of the requirements and obligations as outlined in the City
of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity
Policy that was part of the before-mentioned Agreement.
By .....
For:
Title:
Date:
EEO COMPLIANCE DOCUMENTS - 3 of 3
EXHIBIT A
Service Agreement
beto ten
0 .
EarthCorps
6310 NE 74"' St, Suite 201 E,Seattle, WA 98115
Phone (206) 322-9296 .N Rtts: (206)322-9312
[.mail: infotn-em'thcorps.org
and
City"f Kent WA
220 Fourth Avenge South, Kent,WA 98032
Agene. Contact for Project: Rryan Ili ggins
Plrone:253-856-5116
EmaihhLiggius�i KcntsR'A.goc
This servlec 3rreement ('Service All,rcenrerf is made and entered into this day,January 1, 20B In and
bchvecn The City of Kent W.A("Sponsor,) and EarthCorps f"fiarnccorps'), collectively the Parties.
Purpose of Service Agreement:
The purpose of(his Service A;rocinent is to identify die conditions whereby GarlhC'orps can complete it
prplcct on the City of Keut's property(the'"I'mperty'")as a moans to fulfill its mission to build global
community Ilu'ough local environmental service. L-:arthCorps provides training ur the hands-on skills of
euvirounicatal n:storation,and Will use this project or task to meta gaining goals. EarthCorps under mrids
Ihal the Sponsor hits its ova-n goal for the projecC therefore a detailed scope of wort:(the 'SOW") is
attached_
Terms of Service Agreement:
hr consideration of the mutual promises and covenemta hercinafter continued, the Parties hereto agree as
follows:
1) In order to provide a hands-on traiiring cxperience, EarthCorps agrees to provide services to Sponsor as
specified in the SOW (the 'Scrvices"), attached heretotlnd incow'I,oratcd herein, in return for which Sponsor
agrees to pay F,arihColp.s time and materials as specifiet8 in dtn S(}'W,
a) Sponsor and EarthCorps shall mumolly agree, ill advance, on specifications for the Services
and the estimated timeline.
b) IIIVOICe9 will he,ubniittecl to Sptnrsor on a monthly basis or upon completion of work,
whichever occtus first Invoices will oemizc work completed as of the invoice date.
e) Upon crnnpletion of the Services. EarthCorps shall trot be responsible for nor have any
liability related to the Property site maiutenancc,plant survival, or structural fault(If project
cngineeringt design, ar installation,
d) Should Sponsor identify new or additional Services it wislics to have performed by
EarthCorp,, upon mutual acrecrrrent, the parties shall amend the SOW in effect, agreeing to
such additional Services and compensation in writing.
e) Sponsor recognizes its responsibility to have arc project prepared with all necessary pernrjas,
site permission and uialerials in order for Era diCorps to proceed by febmaiy 2014_
Project delov or cancellation within 5 business days of project inception is very difficult and
coatlq for L'atthco ps to coordinate, Unless otherwise specified in the SOW, EarthCorps will
a�pwt full payment liu projects cancelled within 5 business days ol'the agreed upon projeca
inception date,
EXHIBIT A(Continued)
.Srrrir� agr"rla,W.pn,ga> t
ty Scr•,ice agreement S Ill rt DuIc. 1auuan' l.?O18
Scn icc :Aercemcnt Lnd Date Deecmhcr i I. _'01 R
Pioicct fide: Varimts-SUWv to he added(mine sal ica Aywonicnt term
Service A„rcau nt Amoumt Rayed mi SOWs
(d Sce attnclicd SOW sadh came Projecr Tide and rlolldr amOtan, If noted nb')Ve, da,
Service .Agreement may enemnpass additional projects.
(ii) Additional SOW should reference the date of this Solace Aercemcnt.
(0) Sales tax charged as applicable and adjusted based on cusnit rate at do time of
tnvowing
Unless specifically stated odwrnisc in writlnn: in the event of a ennllict behaeeu the rein, of Ihi, No am
Aercemcnl and the SOW'. this Service Agreement:hall prcr all
.
2) the parties agree. that L�IrlhCorp,is an independent non-prnGt uyancy sell neither it no:all" of its
auployces as contemplated hereunder shall be decnnd tell purposes of this Sun ice Agn ecru ur fn an,y
purpose% na empdows of the Sponsor.
I I he Sponsor and Fmocorps agree drat Ell LhCorps ic,solely responsible for the J a oltiug, mining, and
supervision of its employees nud trainees and the tri in "Wh they perform the typW L. EarthCorps
dtrouyh in Cow LoNurs, Field Driecion and the Execuak in IInew will do can, supervise any nanwes
working on the Spoulor lands. FarlhCorps Sraftmake e%civ effort to Iw1p LioliCnips members understand
the purpose and conucxt ofdile ta'oik prnica as pan of do =Hly proDoin. Participation V smff of
sponsor aacncies in Ibis a4wany, nail naiiniug p opwo MW in i,rcious aspens of tltc I'al t lCorps program
is cncour,acd and apprucidted.
d) Sponsor covenants,represents and rvanants that it has authorin-and pnoer Po have such SeiN ices be
performed on the F ioperty and Own Sponsor's knomkc1go I arth(la ps scill not be in violation of anv
laws, rcgidanous m stawles by pertbrnurrg much Sanwa on the Propatv Or Sponsor
Q force Maieure, Neahcr pn ty shaft be deemed in debult horeot nor hLitio fnr clam r cs arisiu� hour its
failure to perform Ill dunce or(flueo Lions hereunder if and for,nCII time period that the final',is due to
any cause beyond a parhv's reasonable control. Including. hill not limited to an act ol'namrc act oreivil or
nufitary authority, fire, flood,windstorm.. earthquake. strike or labor disturbance, civil conunotiou, dAv, in
tr=m,portaiion, 21)scmnicmal ciciay. orsv❑r.
6) Eart m,agrees to detond,indentttify and hold Sponsor and its aftilnRs and That officers. directols,
employees, agents end contractors Icollecrively. the -Sponsor Indemuiteei, under this paragraph) harmless
from and agnin.st any and all Wird-patr) clniinn. lawsuits and demands and the associated liabilities,
d uma!_os, costs and wpenses (including reasonable atmrneys ON (the -Unims') arisimg out of or relating
to airy claims by any empinyce, inciter. went or conunctor of IlarlhCoif s for hndil,, uijurA.. death or
property damage to die cinwo and solely to the extern rained by the cross neehgarcc or wflllltl misconduct
of I.;arthCoips or officers, direr logs.cniployee egcnrc and L'aluacmis_ Sponsor agrivcs to defend_
indemnify and hold HadrCorps and its alliHnws nail their onwets. i-ecr,xs_ rnipiny ce;, agents and
contractors (collect eh.. the East ( lops IndelloolCes" Urdu this µlagngth) Brit anv Claims arising nut
of any dangerous coudirous on the P10jorty_ is hcthel knnwn or unfuutWn. including, without linaitatioa.
subsidence, land slides and floods smd whaler ornot caused at csacerhmcd by lie cork performed by
f:arthCmps hereunder,
EaohCorps shall maintain during die term of this Agreement(1) worl'a" con tpcn sd Lion as regnircd bs law
and (in liability insurance in the rmnunt of,S? million dollars pa arcane ace and SO million dollars amwnl
Igoe are. EnnhCort s will furnish proof orsaid coverage to the Sponsot as requested.
Sponsor agrees to defend_ indemnity and hold P.arlhCorpe and Par thCorps olhcers, dinaclors_cniplogee,.
agems and contractors (collectively, the-Wdemniteck' under this nuaginph) harmless from and ugainsr
any and all Claims arising out of o relating to Spansoi's breech of anv of it, iep csentations ur icnrrantiea
EXHIBIT A(Continued)
Sm'ice agreement,page 3
made in This Agreement.a breach of this Agreement or the SOW,any negligent act or willful misconduct
of Sponsor or otherwise aiisuig out of or resulting in liaim to hndemuitees or any third party due to
dangerous conditions of the Property, whether known or unknown,including, without limitation,
subsidence,land slides and floods and whether or not caused or exacerbated by the work performed by
EarthCoi ps hereunder.
Sponsor shall maintain during the term of this Agreement liability insurance in the amount of$5 million
dollars per occurrence and S5 million dollars annual aggregate. Sponsor will furnish proof of said coverage
to EarthCorps as requested.
7) This Service rA„t;yeetnam and r 1,oriuAnCC under it shall be governed by and construed in accordance
with the law.' .f th Slatc of rt 'ngton. without giving effect to conflict of laws principles thereof.
I
St,. a >lel ,,,, 1 �--..
EarthCoips Executive Director Date
I have reviewed the above conditions to this Service Agreement and am in full agreement with all
terms and conditions.
Sponux Authorized Repteseniatne Date
Print Representative Name and Title
EXHIBIT A(Continued)
Scott of work for Fiww
Glly of "flIj Rocll'A0 We
9)()I oultin Avi ill,1 Srnlnh E"'rhC"ip1I
K(o I fVA IPIO:n� (,MM Mlh,"Awtl
supt:'(111
J!,
200.f'o I 013o,
Mayan HIGGInr' I ri" 206 A22 931 2
G'f)j)WIG lit",
Lee: )/'yrf/?018
Name of Project: ulr,.yn ne If 2018
Agenry Contract No.:
EarthComps Project No.: 809 1/0 1
Narrative Scope of Work
I I(I I Cor I I, nin pl ovldl�a I reorr of I-)I L.hI III q I W("DA I lw,lr:l,Jlj Ikon"wd clu'r,Iz 1 1, rand r ol 11 I In Cill of Kvw if I mxrn 11 Il"ll 11 le,
1),11 It al.f("AM dt 10 11 wor 1, ('1 IwIly r rflllf, il"Ind d 1100 W III III[ ond/ol mvltll'u I I,, Olwcterf by City III I'mil Rlrks 5 toll at Flhill,
."I' ,Poill and 011f,Or "i In MIAMI,,V,!(Jfl ;Wfl in Ille IvII'lldi'll)V'111"ll 1"1' [ 1.ljfo[)oll)
.ja[c'"Ind DIP" GoIk,D;w" (nfuly m HoIj'IF
Non)" I For mApriol'i D'sl
Task L:
7 7 5 0 5E�
ITT,-J[T to T,-7 tj 1, 7"57)"I"j"ITT) 0
..............................
III olo'!!kro'logr"I ooll 4 ti l5,010 $ 300 00
-----.......
$
Model lod" $ ......
............ $
$ 7,80000
I'm I a for $
owMllurrroolw(If
$ 300.00
i7litu,
Subtotal $ 7,8000-0
11 715 1771,,T 3 f"-7,-7'"J�11-1 T o—U(17 1 r I t, I V I,—,(('I I
-------------�TOTAL --
FEE
1 1-1111..... ... ......----------------—------
$ 7,800.00
Sales Tav I(Y" Location Code: 1715 Kent $
TOTAL PAYABLE 8,580.00
Fee Schedule Labor
C'to 1-)"�-w-(7)6 11—('1 o l I v I—),I i I I—I,I)I(71 $J'500 ro)
Protect i11 ao'I p/I I I)[I f 11 7 It 00
"old 1"(11111cloll'thour IS'O 00
I old 1,UGhBMYA )'dr I I r/3 tw d I ln')r,)I,10'1(i)r0m,
I Iry I, ,Id Invoice(I[110,It III),I'll,It J I(,'Or I I[)I C"I I on 1,30 k I 6v I ov I Ili!I I j I I,
SOW Gwc,n Kiffli[ 2(),18 309 17 01
Osborn, Lynn
From: Hills, Chris
Sent: Wednesday, January 10, 2018 10:52 AM
To: Osborn, Lynn
Subject: RE: Exh B please - EarthCorps spring 2018
Lynn,
The agreement already includes an insurance requirement which is fine...
Chris
Chris Hills, ARM-P, CRM, Risk Manager
Risk Management Division I Human Resources Department
220 Fourth Avenue South, Kent, WA 98032
Phone 253-856-5285 1 Fax 253-856-6270
gh14 Ker tWA otry
CITY OF KENT, WASHINGTON
KentWA.gov Facebook ..... W,Qqu;fiyu a .
II..I AY 14:6I 14'nI DER IMII I "NIIRUNRI VN II It I'_N'4DIItr� I IVIIli'I'N"In[I'VC' III 41'N IC44%III
From: Osborn, Lynn
Sent:Tuesday, January 9, 2018 9:25 AM
To: Hills, Chris<CHIIIstkentwa. ov>
Subject: Exh B please- EarthCorps spring 2018
Thank you Chris.
Lynn Osborn, Parks Planning & Development Specialist
Parks, Recreation and Community Services I Parks Planning & Development Division
220 Fourth Avenue South, Kent, WA 98032
Direct Line 253-856-5111 1 Main 253-856-5110
LQ.S.ttg.L'n2KQat' A gov:
CITY OF KENT, WASHINGTON
gentWA.gov/ParMAl1JMr,rgation Facebook Y aeT
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1