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HomeMy WebLinkAbout12-18-2006 ITEM VIII-B-5CITY OF AUBURN WASHINGTON AGENDA BILL APPROVAL FORM Agenda Subject: Date: Resolution No. 4125 December 18, 2006 Department: Attachments: Budget Impact: Finance Resolution No. 4125 and Exhibit "A" Administrative Recommendation: City Council adopt Resolution No. 4125. Background Summary: Resolution No. 4125 authorizes the Mayor and City Clerk to execute a Seattle — King County Department of Public Health Memorandum of Understanding on the Local Hazardous Waste Management Program for 2007 Activities in the amount of $13,420.47. N1218-4 A1.3 Reviewed by Council & Committees: Reviewed by Departments & Divisions: El Arts Commission COUNCIL COMMITTEES: El Building ❑ M&O ❑ Airport ❑ Finance ❑ Cemetery ❑ Mayor ❑ Hearing Examiner E Municipal Serv. E Finance ❑ Parks ❑ Human Services ❑ Planning & CD ❑ Fire ❑ Planning ❑ Park Board ❑Public Works ❑ Legal ❑ Police ❑ Planning Comm. ❑ Other ❑ Public Works ❑ Human Resources ❑ Information Services Action: Committee Approval: ❑Yes []No Council Approval: ❑Yes [:]No Call for Public Hearing Referred to Until Tabled Until Councilmember: Cerino Staff: Coleman Meeting Date: December 18, 2006 Item Number: VIII.B.5 AUBURN * MORE THAN YOU IMAGINED RESOLUTION NO. 41 2 5 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO EXECUTE A SEATTLE — KING COUNTY DEPARTMENT OF PUBLIC HEALTH MEMORANDUM OF UNDERSTANDING ON THE LOCAL HAZARDOUS WASTE MANAGEMENT PROGRAM FOR 2007 ACTIVITIES IN THE AMOUNT OF THIRTEEN THOUSAND FOUR HUNDRED TWENTY DOLLARS AND FORTY SEVEN CENTS ($13,420.47) WHEREAS, the Seattle King County Department of Public Health has agreed to reimburse the amount of $13,420.47 to the City of Auburn for the City's Local Hazardous Waste Management Program; and WHEREAS, the Memorandum of Understanding on the Local Hazardous Waste Management Program for 2007 Activities specifies the administrative procedures and monetary reimbursement regarding implementation of the Local Hazardous Waste Management Program. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES AS FOLLOWS: Section 1. The Auburn City Council hereby approves the expenditure and appropriation of a total amount of THIRTEEN THOUSAND FOUR HUNDRED TWENTY DOLLARS AND FORTY SEVEN CENTS ($13,420.47) which constitutes reimbursement of funds for implementation of the Local Hazardous Waste Management Program for 2007 Activities. A copy of said Memorandum is attached hereto and designated Exhibit "A" and incorporated by reference herein. Resolution No. 4125 December 7, 2006 Page 1 of 2 Section 2. Implementation. The Mayor of the City of Auburn is hereby authorized to implement such administrative procedures as may be necessary to carry out the directions of this resolution. Section 3. Effective Date. This Resolution shall take effect and be in full force upon passage and signatures hereon. DATED and SIGNED THIS DAY OF CITY OF AUBURN PETER B. LEWIS MAYOR ATTEST: Danielle E. Daskam, City Clerk APPROVED AS TO FORM: Daniel B. kleid, City Attorney ------------------------- Resolution No. 4125 December 7, 2006 Page 2 of 2 , 2006. This form is available in alternate formats for people with disabilities upon request. King County Contract No Federal Taxpayer ID No. D37316D KING COUNTY CONTRACT FOR SERVICES WITH OTHER GOVERNMENT, INSTITUTION, OR JURISDICTION — 2007 Department Seattle -King County Dept. of Public Health (a.k.a. Public Health — Seattle & King County) Division Environmental Health Services Contractor City of Auburn Project Title Local Hazardous Waste Management Program Contract Amount $ 13,420.47 Contract Period Start date: January 1, 2007 End date: December 31, 2007 THIS CONTRACT is entered into by KING COUNTY (the "County"), and City of Auburn (the Contractor"), whose address is 25 West Main Street Auburn Washington 98001. WHEREAS, the County has been advised that the following are the current funding sources, funding levels and effective dates: FUNDING SOURCES FUNDING LEVELS EFFECTIVE DATES Local Hazardous Waste Fund $13,420.47 1/1/07 to 12/31/07 and WHEREAS, the County desires to have certain services performed by the Contractor as described in this Contract, and as authorized by the 2007 Annual Budget. NOW THEREFORE, in consideration of payments, covenants, and agreements hereinafter mentioned, to be made and performed by the parties hereto, the parties covenant and do mutually agree as follows: D37316D: City of Auburn 2007 SKCDPH-LHWMP Boilerplate Page 1 of 15 I. INCORPORATION OF EXHIBITS The Contractor shall provide services and comply with the requirements set forth in the following attached exhibits, which are incorporated herein by reference: • Exhibit I: Scope of Work & Responsibilities • Exhibit Il: Budget & Invoice • Exhibit III: Mission, Method, and Expectations • Exhibit IV: Certificate of Insurance and Additional Insured Endorsement II. TERM AND TERMINATION A. This Contract shall commence on the 1st day of January 2007, and shall terminate on the 31st day of December 2007, unless extended or terminated earlier, pursuant to the terms and conditions of the Contract. B. This Contract may be terminated by the either party without cause, in whole or in part, prior to the date specified in Subsection II.A. above, by providing the other party thirty (30) days advance written notice of the termination. C. The County may terminate this Contract, in whole or in part, upon seven (7) days advance written notice in the event: (1) the Contractor materially breaches any duty, obligation, or service required pursuant to this Contract, or (2) the duties, obligations, or services required herein become impossible, illegal, or not feasible. If the Contract is terminated by the County pursuant to this Subsection II.C. (1), the Contractor shall be liable for damages, including any additional costs of procurement of similar services from another source. If the termination results from acts or omissions of the Contractor, including but not limited to misappropriation, nonperformance of required services, or fiscal mismanagement, the Contractor shall return to the County immediately any funds, misappropriated or unexpended, which have been paid to the Contractor by the County. D. If County or other expected or actual funding is withdrawn, reduced, or limited in any way prior to the termination date set forth above in Subsection II.A., the County may, upon written notification to the Contractor, terminate this Contract in whole or in part. If the Contract is terminated as provided in this Subsection: (1) the County will be liable only for payment in accordance with the terms of this Contract for services rendered prior to the effective date of termination; and (2) the Contractor shall be released from any obligation to provide such further services pursuant to the Contract as are affected by the termination. Funding or obligation under this Contract beyond the current appropriation year is conditional upon appropriation by the County Council of sufficient funds to support the activities described in the Contract. Should such appropriation not be approved, this Contract will terminate at the close of the current appropriation year. E. The Contractor may terminate this Contract upon seven (7) days written notice, should the County commit any material breach of this Contract. D37316D: City of Auburn 2007 SKCDPH-LHWMP Boilerplate Page 2 of 15 F. Nothing herein shall limit, waive, or extinguish any right or remedy provided by this Contract or law that either party may have in the event that the obligations, terms, and conditions set forth in this Contract are breached by the other party. M. COMPENSATION AND METHOD OF PAYMENT A. The County shall reimburse the Contractor for satisfactory completion of the services and requirements specified in this Contract, payable in the following manner: Upon receipt and approval of a signed invoice as set forth in Exhibit II that complies with the budget set forth therein. B. The Contractor shall submit an invoice and all accompanying reports as specified in the attached exhibits not more than 60 working days after the close of each indicated reporting period. The County will initiate authorization for payment after approval of corrected invoices and reports. The County shall make payment to the Contractor not more than 45 days after a complete and accurate invoice is received. C. The Contractor shall submit its final invoice and all outstanding reports within 90 days of the date this Contract terminates. If the Contractor's final invoice and reports are not submitted by the day specified in this subsection, the County will be relieved of all liability for payment to the Contractor of the amounts set forth in said invoice or any subsequent invoice. D. When a budget is attached hereto as an exhibit, the Contractor shall apply the funds received from the County under this Contract in accordance with said budget. The contract may contain separate budgets for separate program components. The Contractor shall request prior approval from the County for an amendment to this Contract when the cumulative amount of transfers among the budget categories is expected to exceed 10% of the Contract amount in any Contract budget. Supporting documents necessary to explain fully the nature and purpose of the amendment must accompany each request for an amendment. E. If travel costs are contained in the attached budget, reimbursement of Contractor travel, lodging, and meal expenses are limited to the eligible costs based on the following rates and criteria. 1. The mileage rate allowed by King County shall not exceed the current Internal Revenue Service (IRS) rates per mile as allowed for business related travel. The IRS mileage rate shall be paid for the operation, maintenance and depreciation of individually owned vehicles for that time which the vehicle is used during work hours. Parking shall be the actual cost. When rental vehicles are authorized, government rates shall be requested. If the Contractor does not request government rates, the Contractor shall be personally responsible for the difference. Please reference the federal web site for current rates: http://www.gsa.gov. 2. Reimbursement for meals shall be limited to the per diem rates established by federal travel requisitions for the host city in the Code of Federal Regulations, 41 CFR § 301, App.A. 3. Accommodation rates shall not exceed the federal lodging limit plus host city taxes. The Contractor shall always request government rates. D37316D: City of Auburn 2007 SKCDPH-LHWMP Boilerplate Page 3 of 15 4. Air travel shall be by coach class at the lowest possible price available at the time the County requests a particular trip. In general, a trip is associated with a particular work activity of limited duration and only one round-trip ticket, per person, shall be billed per trip. IV. INTERNAL CONTROL AND ACCOUNTING SYSTEM The Contractor shall establish and maintain a system of accounting and internal controls which complies with applicable, generally accepted accounting principles, and governmental accounting and financial reporting standards. V. DEBARMENT AND SUSPENSION CERTIFICATION Agencies receiving federal funds that are debarred, suspended, or proposed for debarment are excluded from contracting with the County. The Contractor, by signature to this Contract, certifies that the Contractor is not presently debarred, suspended, or proposed for debarment by any Federal department or Contractor. The Contractor also agrees that it will not enter into a subcontract with a contractor that is debarred, suspended, or proposed for debarment. The Contractor agrees to notify King County in the event it, or a subcontractor, is debarred, suspended, or proposed for debarment by any Federal department or Contractor_ For more information on suspension and debarment, see Federal Acquisition Regulation 9.4. VI. MAINTENANCE OF RECORDWEVALUATIONS AND INSPECTIONS A. The Contractor shall maintain accounts and records, including personnel, property, financial, and programmatic records and other such records as may be deemed necessary by the County to ensure proper accounting for all Contract funds and compliance with this Contract. B. In accordance with the nondiscrimination and equal employment opportunity requirements set forth in Section XIII. below, the Contractor shall maintain the following: Records of employment, employment advertisements, application forms, and other pertinent data, records and information related to employment, applications for employment or the administration or delivery of services or any other benefits under this Contract; and 2. Records, including written quotes, bids, estimates or proposals submitted to the Contractor by all businesses seeking to participate on this Contract, and any other information necessary to document the actual use of and payments to subcontractors and suppliers in this Contract, including employment records. The County may visit, at any mutually agreeable time, the site of the work and the Contractor's office to review the foregoing records. The Contractor shall provide every assistance requested by the County during such visits. In all other respects, the Contractor shall make the foregoing records available to the County for inspection and copying upon request. If this Contract involves federal funds, the Contractor shall comply with all record keeping requirements set forth in any federal rules, regulations or statutes included or referenced in the contract documents. D37316D: City of Auburn 2007 SKCDPH-LHWMP Boilerplate Page 4 of 15 C. The records listed in A and B above shall be maintained for a period of six (6) years after termination hereof unless permission to destroy them is granted by the Office of the Archivist in accordance with Revised Code of Washington (RCW) Chapter 40.14. D. The Contractor shall provide right of access to its facilities—including those of any subcontractor assigned any portion of this Contract pursuant to Section XII—to the County, the state, and/or federal agencies or officials at all reasonable times in order to monitor and evaluate the services provided under this Contract. The County will give advance notice to the Contractor in the case of fiscal audits to be conducted by the County. E. The records and documents with respect to all matters covered by this Contract shall be subject at all time to inspection, review, or audit by the County and/or federal/state officials so authorized by law during the performance of this Contract and six (6) years after termination hereof, unless a longer retention period is required by law. F. The Contractor agrees to cooperate with the County or its agent in the evaluation of the Contractor's performance under this Contract and to make available all information reasonably required by any such evaluation process. The results and records of said evaluations shall be maintained and disclosed in accordance with RCW Chapter 42.17. G. The Contractor agrees that all information, records, and data collected in connection with this Contract shall be protected from unauthorized disclosure in accordance with applicable state and federal law. VII. AUDITS A. If the Contractor is a non-profit organization, as defined in OMB Circular A-133, and expends a total of $500,000 or more in federal financial assistance and has received federal financial assistance from the County during its fiscal year, it shall have an independent audit conducted of its financial statement and condition, which shall comply with the requirements of GAAS (generally accepted auditing standards); GAO's Standards for Audits of Governmental Organizations, Programs, Activities, and Functions; and OMB Circular A-133, as amended, and as applicable. The Contractor shall provide a copy of the audit report to each County division providing financial assistance to the Contractor no later than six (6) months subsequent to the end of the Contractor's fiscal year. The Contractor shall provide to the County its response and corrective action plan for all findings and reportable conditions contained in its audit. When reference is made in its audit to a "Management Letter" or other correspondence made by the auditor, the Contractor shall provide copies of those communications and the Contractor's response and corrective action plan. B. If the Contractor, for-profit or non-profit, receives in excess of $100,000 in funds during its fiscal year from the County, it shall provide a fiscal year financial statement prepared by an independent Certified Public Accountant or Accounting Firm within six (6) months subsequent to the close of the Contractor's fiscal year. C. If the Contractor is a municipal corporation, it shall submit to the County a copy of its annual report of examination/audit, conducted by the Washington State Auditor, within thirty (30) days of receipt, which submittal shall constitute compliance with subsection VII.A. D37316D: City of Auburn 2007 SKCDPH-LHWMP Boilerplate Page 5 of 15 D. Additional audit or review requirements which may be imposed on the County will be passed on to the Contractor and the Contractor will be required to comply with any such requirements. VIII. CORRECTIVE ACTION If the County determines that a breach of contract has occurred, that is, the Contractor has failed to comply with any terms or conditions of this Contract or the Contractor has failed to provide in any manner the work or services agreed to herein, and if the County deems said breach to warrant corrective action, the following sequential procedure will apply: A. The County will notify the Contractor in writing of the nature of the breach; The Contractor shall respond in writing within three (3) working days of its receipt of such notification, which response shall indicate the steps being taken to correct the specified deficiencies. The corrective action plan shall specify the proposed completion date for bringing the Contract into compliance, which date shall not be more than ten (10) days from the date of the Contractor's response, unless the County, at its sole discretion, specifies in writing an extension in the number of days to complete the corrective actions; B. The County will notify the Contractor in writing of the County's determination as to the sufficiency of the Contractor's corrective action plan. The determination of sufficiency of the Contractor's corrective action plan shall be at the sole discretion of the County; C. In the event that the Contractor does not respond within the appropriate time with a corrective action plan, or the Contractor's corrective action plan is determined by the County to be insufficient, the County may commence termination of this Contract in whole or in part pursuant to Section II.C.; D. In addition, the County may withhold any payment owed .the Contractor or prohibit the Contractor from incurring additional obligations of funds until the County is satisfied that corrective action has been taken or completed; and E. Nothing herein shall be deemed to affect or waive any rights the parties may have pursuant to Section II. Subsections B, C, D, and E. IX. DISPUTE RESOLUTION A. The parties shall use their best, good -faith efforts to cooperatively resolve disputes and problems that arise in connection with this Contract. Both parties will make a good faith effort to continue without delay to carry out their respective responsibilities under this Contract while attempting to resolve the dispute under this section. B. If a dispute arises between the parties that cannot be resolved by direct negotiation, the dispute shall be submitted to a dispute board for a non-binding determination. Each party shall timely appoint one member to the dispute board. Those members shall jointly appoint an additional member. Any costs of the dispute board shall be split evenly between the two parties. The dispute board shall timely review the facts, Contract terms and applicable law and rules, and make its determination. Provided that each party and the dispute board act in a timely manner, the parties agree not to seek legal or equitable relief in the courts until the dispute board renders its determination. Thereafter, either party may seek legal or equitable relief in the courts. D37316D: City of Auburn 2007 SKCDPH-LHWMP Boilerplate Page 6 of 15 X. HOLD HARMLESS AND INDEMNIFICATION A. In providing services under this Contract, the Contractor is an independent Contractor, and neither it nor its officers, agents, employees, or subcontractors are employees of the County for any purpose. The Contractor shall be responsible for all federal and/or state tax, industrial insurance, and Social Security liability that may result from the performance of and compensation for these services and shall make no claim of career service or civil service rights which may accrue to a County employee under state or local law. The County assumes no responsibility for the payment of any compensation, wages, benefits, or taxes by, or on behalf of the Contractor, its employees, subcontractors and/or others by reason of this Contract. The Contractor shall protect, indemnify, and save harmless the County, its officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the Contractor's failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor of work, services, materials, or supplies by Contractor employees or other suppliers in connection with or support of the performance of this Contract. B. The Contractor further agrees that it is financially responsible for and will repay the County all indicated amounts following an audit exception which occurs due to the negligence, intentional act, and/or failure, for any reason, to comply with the terms of this Contract by the Contractor, its officers, employees, agents, or subcontractors. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Duration of Contract or the Termination section. C. The Contractor shall defend, indemnify, and hold harmless the County, its officers, employees, and agents from any and all costs, claims, judgments, and/or awards of damages, arising out of, or in any way resulting from, the negligent acts or omissions of the Contractor, its officers, employees, subcontractors and/or agents in its performance or non-performance of its obligations under this Contract In the event the County incurs any judgment, award, and/or cost arising therefrom including attorneys' fees to enforce the provisions of this article, all such fees, expenses, and costs shall be recoverable from the Contractor. D. The County shall defend, indemnify, and hold harmless the Contractor, its officers, employees, and agents from any and all costs, claims, judgments, and/or awards of damages, arise out of, or in any way result from, the negligent acts or omissions of the County, its officers, employees, or agents in its performance or non-performance of its obligations under this Contract. In the event the Contractor incurs any judgment, award, and/or cost arising therefrom including attorneys' fees to enforce the provisions of this article, all such fees, expenses, and costs shall be recoverable from the County. E. Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. F. The indemnification, protection, defense and save harmless obligations contained herein shall survive the expiration, abandonment or termination of this Agreement. D37316D: City of Auburn 2007 SKCDPH-LHWMP Boilerplate Page 7 of 15 XI. INSURANCE REQUIREMENTS A. By the date of execution of this Contract, the Contractor shall procure and maintain for the duration of this Contract, insurance against claims for injuries to persons or damages to property which may arise from, or in connection with, the performance of work hereunder by the Contractor, its agents, representatives, employees, and/or subcontractors. The costs of such insurance shall be paid by the Contractor or subcontractor. The Contractor may furnish separate certificates of insurance and policy endorsements for each subcontractor as evidence of compliance with the insurance requirements of this Contract. The Contractor is responsible for ensuring compliance with all of the insurance requirements stated herein. Failure by the Contractor, its agents, employees, officers, subcontractors, providers, and/or provider subcontractors to comply with the insurance requirements stated herein shall constitute a material breach of this Contract. B. Minimum Scope and Limits of Insurance By requiring such minimum insurance, the County shall not be deemed or construed to have assessed the risks that may be applicable to the Contractor under this Contract. The Contractor shall assess its own risks and, if it deems appropriate and/or prudent, maintain greater limits and/or broader coverage. Coverage shall be at least as broad as: Commercial General Liability: Insurance Services Office form number (CG 00 01 current edition or its equivalent) covering COMMERCIAL GENERAL LIABILITY. Minimum Limit: $1,000,000 combined single limit per occurrence by bodily injury, personal injury, and property damage, and for those policies with aggregate limits, a $2,000,000 aggregate limit. 2. Professional Liability: Professional Liability, Errors, and Omissions coverage. In the event that services delivered pursuant to this Contract either directly or indirectly involve or require professional services, Professional Liability, Errors, and Omissions coverage shall be provided. Minimum Limit: $1,000,000 per claim and in the aggregate. 3. Automobile Liability: In the event that services delivered pursuant to this Contract require the use of a vehicle or involve the transportation of clients by Contractor personnel in Contractor -owned vehicles or non -owned vehicles, the Contractor shall provide evidence of the appropriate automobile coverage. Insurance Services Office form number (CA 00 01 current edition or its equivalent) covering BUSINESS AUTO COVERAGE, symbol 1 "any auto"; or the appropriate coverage provided by symbols 2, 7, 8, or 9. D37316D: City of Auburn 2007 SKCDPH-LHWMP Boilerplate Page 8 of 15 Minimum Limit: $1,000,000 combined single limit per accident for bodily injury and property damage. 4. Workers' Compensation: Workers' Compensation coverage, as required by the Industrial Insurance Act of the State of Washington, as well as any similar coverage required for this work by applicable federal or "Other States" state law. Minimum Limit: Statutory requirements of the state of residency. 5. Stop Gap/Employers Liability: Coverage shall be at least as broad as the protection provided by the Workers' Compensation policy Part 2 (Employers Liability) or, in states with monopolistic state funds, the protection provided by the "Stop Gap" endorsement to the general liability policy. Minimum Limit: $1,000,000 C. Deductibles and Self -Insured Retentions Any deductibles or self-insured retentions must be declared to, and approved by, the County. The deductible and/or self-insured retention of the policies shall not apply to the Contractor's liability to the County and shall be the sole responsibility of the Contractor. D. Other Insurance Provisions The insurance policies required in this Contract are to contain, or be endorsed to contain, the following provisions: Liability Policies (Except Workers Compensation and Professional/Errors and Omissions) a. The County, its officers, officials, employees, and agents are to be covered as additional insureds as respects liability arising out of activities performed by or on behalf of the Contractor in connection with this Contract. (CG 2010 11/85 or its equivalent) b. The Contractor's insurance coverage shall be primary insurance as respects the County, its officers, officials, employees, and agents. Any insurance and/or self-insurance maintained by the County, its offices, officials, employees, or agents shall not contribute with the Contractor's insurance or benefit the Contractor in any way. c. The Contractor's insurance shall apply separately to each insured against whom claim is made and/or lawsuit is brought, except with respect to the limits of the insurer's liability. D37316D: City of Auburn 2007 SKCDPH-LHWMP Boilerplate Page 9 of 15 2. All Policies a. Coverage shall not be suspended, voided, canceled, reduced in coverage or in limits, except by the reduction of the applicable aggregate limit by claims paid, until after forty-five (45) days prior written notice has been given to the County. b. Each insurance policy shall be written on an "occurrence" form; except that insurance on a "claims made" form may be acceptable with prior County approval If coverage is approved and purchased on a "claims made" basis, the Contractor warrants continuation of coverage, either through policy renewals or the purchase of an extended discovery period, if such extended coverage is available, for not less than three (3) years from the date of Contract termination, and/or conversion from a "claims made" form to an "occurrence" coverage form. E. Acceptabilitv of Insurers Unless otherwise approved by the County, insurance is to be placed with insurers with a Bests' rating of no less than A: VIII, or, if not rated with Bests, with minimum surpluses the equivalent of Bests' surplus size VIII. Professional Liability, Errors, and Omissions insurance may be placed with insurers with a Bests' rating of B+VII. Any exception must be approved by King County. If, at any time, the foregoing policies shall fail to meet the above minimum requirements the Contractor shall, upon notice to that effect from the County, promptly obtain a new policy, and shall submit the same to the County, with appropriate certificates and endorsements, for approval. F. Verification of Coverage The Contractor shall furnish the County certificates of insurance and endorsements required by this Contract. Such certificates and endorsements, and renewals thereof, shall be attached as exhibits to the Contract. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements for each insurance policy are to be on forms approved by the County prior to the commencement of activities associated with the Contract. The County reserves the right to require complete, certified copies of all required insurance policies at any time. G. Municipal or State Contractor Provisions If the Contractor is a Municipal Corporation or a Contractor of the State of Washington and is self-insured for any of the above insurance requirements, a certification of self- insurance shall be attached hereto and be incorporated by reference and shall constitute compliance with this Section. H. Insurance for Subcontractors If the Contractor subcontracts any portion of this Contract pursuant to Section XIII, the Contractor shall include all subcontractors as insureds under its policies or shall require separate certificates of insurance and policy endorsements from each subcontractor. Insurance coverages provided by subcontractors as evidence of compliance with the D373161D: City of Auburn 2007 SKCDPH-LHWMP Boilerplate Page 10 of 15 insurance requirements of this Contract shall be subject to all of the requirements stated herein. I. All Coverages and Requirements Nothing contained within these insurance requirements shall be deemed to limit the scope, application and/or limits of the coverage afforded by said policies, which coverage will apply to each insured to the full extent provided by the terms and conditions of the policy(s). Nothing contained within this provision shall affect and/or alter the application of any other provision contained within this Contract. X11. ASSIGNMENT/SUBCONTRACTING A. , The Contractor shall not assign or subcontract any portion of this Contract or transfer or assign any claim arising pursuant to this Contract without the written consent of the County. Said consent must be sought in writing by the Contractor not less than fifteen (15) days prior to the date of any proposed assignment. B. "Subcontract" shall mean any agreement between the Contractor and a subcontractor or between subcontractors that is based on this Contract, provided that the term "subcontract" does not include the purchase of (1) support services not related to the subject matter of this Contract, or (2) supplies. C. The Contractor shall include Sections III.D, IV, V, VI, VII, X, XI, XIII, XIV, and XX, in every subcontract or purchase agreement for services that relate to the subject matter of this Contract. D. The Contractor agrees to include the following language verbatim in every subcontract, provider agreement, or purchase agreement for services which relate to the subject matter of this Contract: "Subcontractor shall protect, defend, indemnify, and hold harmless King County, its officers, employees and agents from any and all costs, claims, judgments, and/or awards of damages arising out of, or in any way resulting from the negligent act or omissions of subcontractor, its officers, employees, and/or agents in connection with or in support of this Contract. Subcontractor expressly agrees and understands that King County is a third party beneficiary to this Contract and shall have the right to bring an action against subcontractor to enforce the provisions of this paragraph." XIII. NONDISCRIMINATION The. Contractor shall comply with all applicable federal, state and local laws regarding discrimination. XIV. NONDISCRIMINATION IN SUBCONTRACTING PRACTICES A. In accordance with the provisions of Washington Initiative 200, no County Minority and Women Business (M/WBE) utilization requirements shall apply to this Contract. No minimum level of M/WBE subcontractor participation or purchase from M/WBE certified vendors is required and no preference will be given by the County to a bidder or proposer for their MIWBE utilization or M/WBE status. The completion of County M/WBE forms which may be included in the Contract documents is not required. Provided, however, that any affirmative action requirements set forth in any federal D37316D: City of Auburn 2007 SKCDPH-LHWMP Boilerplate Page 11 of 15 regulations or statutes included or referenced in the Contract documents will continue to apply. B. During the term of this Contract, the Contractor shall not create barriers to open and fair opportunities for M/WBEs to participatein all County contracts and to obtain or compete for contracts and subcontracts as sources of supplies, equipment, construction and services. In considering offers from and doing business with subcontractors and suppliers, the Contractor shall not discriminate against any person on the basis of race, color, creed, religion, sex, age, nationality, marital status, sexual orientation or the presence of any disability in an otherwise qualified disabled person. C. The Contractor shall maintain, until at least 12 months after completion of all work under this Contract, records and information necessary to document its level of utilization of M/WBEs and other businesses as subcontractors and suppliers in this Contract and in its overall public and private business activities. The Contractor shall also maintain, until 12 months after completion of all work under this Contract, all written quotes, bids, estimates or proposals submitted to the Contractor by all businesses seeking to participate in this Contract. The Contractor shall make such documents available to the County for inspection and copying upon request. If this Contract involves federal funds, Contractor shall comply with all record keeping requirements set forth in any federal rules, regulations or statutes included or referenced in the Contract documents. D. King County encourages the Contractor to utilize small businesses, including Minority- owned and'Women-owned Business Enterprises ("M/WBEs") in County contracts. The Washington State Office of Minority and Women's Business Enterprises (OMWBE) can provide a list of certified M/WBEs. Contact OMWBE office at (360) 753-9693 or on-line through the web site at www.wsdot.wa.gov/omwbe/. E. Any violation of the mandatory requirements of the provisions of this Section shall be a material breach of Contract for which the Contractor may be subject to damages and sanctions provided for by Contract and by applicable law. Xv. CONFLICT OF INTEREST A. The Contractor agrees to comply with the provisions of KCC Chapter 3.04. Failure to comply with any requirement of KCC Chapter 3.04 shall be a material breach of this Contract, and may result in termination of this Contract pursuant to Section II and subject the Contractor to the remedies stated therein, or otherwise available to the County at law or in equity. B. The Contractor agrees, pursuant to KCC 3.04.060, that it will not willfully attempt to secure preferential treatment in its dealings with the County by offering any valuable consideration, thing of value or gift, whether in the form of services, loan, thing or promise, in any form to any county official or employee. The Contractor acknowledges that if it is found to have violated the prohibition found in this paragraph, its current contracts with the county will be cancelled and it shall not be able to bid on any county contract for a period of two years. C. The Contractor acknowledges that for one year after leaving County employment, a former county employee may not have a financial or beneficial interest in a contract or grant that was planned, authorized, or funded by a county action in which the former county employee participated during county employment. Contractor shall identify at D37316D: City of Auburn 2007 SKCDPH-LHWMP Boilerplate Page 12 of 15 the time of offer current or former County employees involved in the preparation of proposals or the anticipated performance of Work if awarded the Contract. Failure to identify current or former County employees involved in this transaction may result in the County's denying or terminating this Contract. After Contract award, the Contractor is responsible for notifying the County's Project Manager of current or former County employees who may become involved in the Contract any time during the term of the Contract. XVI. EQUIPMENT PURCHASE MAINTENANCE AND OWNERSHIP A. The Contractor agrees that any equipment purchased, in whole or in part, with Contract funds at a cost of $2,000 per item or more, when the purchase of such equipment is reimbursable as a Contract budget item, is upon its purchase or receipt the property of the County and/or federal/state government. B. The Contractor shall be responsible for all such property, including the proper care and maintenance of the equipment. C. The Contractor shall ensure that all such equipment will be returned to the County or federal/state government upon termination of this Contract unless otherwise agreed upon by the parties. D. The County will provide property tags so Contractor can mark property. The Contractor shall admit County staff to the Contractor's premises for the purpose of confirming property has been marked with County property tags. The Contractor shall establish and maintain inventory records and transaction documents (purchase requisitions, packing slips, invoices, receipts) of equipment purchased with Contract funds. XVII. PROPRIETARY RIGHTS The parties to this Contract hereby mutually agree that if any patentable or copyrightable material or article should result from the work described herein, all rights accruing from such material or article shall be the sole property of the party that produces such material or article. If any patentable or copyrightable material or article should result from the work described herein and is jointly produced by both parties, all rights accruing from such material or article shall be owned in accordance with US Patent Law. Each party agrees to and does hereby grant to the other party, irrevocable, nonexclusive, and royalty -free license to use, according to law, any material or article and use any method that may be developed as part of the work under this Contract. The foregoing products license shall not apply to existing training materials, consulting aids, checklists, and other materials and documents of the Contractor which are modified for use in the performance of this Contract. The foregoing provisions of this section shall not apply to existing training materials, consulting aids, checklists, and other materials and documents of the Contractor that are not modified for use in the performance of this Contract. XVIII. POLITICAL ACTIVITY PROHIBITED None of the funds, materials, property, or services provided directly or indirectly under this Contract shall be used for any partisan political activity or to further the election or defeat of any candidate for public office. D37316D: City of Auburn 2007 SKCDPH-LHWMP Boilerplate Page 13 of 15 XIX. KING COUNTY RECYCLED PRODUCT PROCUREMENT POLICY In accordance with King County Code 10.16, the Contractor shall use recycled paper for the production of all printed and photocopied documents related to the fulfillment of this Contract. In addition, the Contractor shall use both sides of paper sheets for copying and printing and shall use recycled/recyclable products wherever practical in the fulfillment of this Contract. XX. FUTURE SUPPORT The County makes no commitment to support the services contracted for herein and assumes no obligation for future support of the activity contracted herein except as expressly set forth in this Contract. XXI. ENTIRE CONTRACT/WAIVER OF DEFAULT The parties agree that this Contract is the complete expression of the terms hereto and any oral or written representations or understandings not incorporated herein are excluded. Both parties recognize that time is of the essence in the performance of the provisions of this Contract. Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver or breach of any provision of the Contract shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of the Contract unless stated to be such through written approval by the County, which shall be attached to the original Contract. XXII. CONTRACT AMENDMENTS Either party may request changes to this Contract. Proposed changes which are mutually agreed upon shall be incorporated by written amendments to this Contract. XXIII. NOTICES Whenever this Contract provides for notice to be provided by one party to another, such notice shall be in writing and directed to the chief executive office of the Contractor and the project representative of the County department specified on page one of this Contract. Any time within which a party must take some action shall be computed from the date that the notice is received by said party. XXIV. SERVICES PROVIDED IN ACCORDANCE WITH LAW AND RULE AND REGULATION The Contractor and any subcontractor agree to abide by the laws of the state of Washington, rules and regulations promulgated thereunder, and regulations of the state and federal governments, as applicable, which control disposition of funds granted under this Contract, all of which are incorporated herein by reference. In the event that there is a conflict between any of the language contained in any exhibit or attachment to this Contract, the language in the Contract shall have control over the language contained in the exhibit or the attachment, unless the parties affirmatively agree in writing to the contrary. D37316D: City of Auburn 2007 SKCDPH-LHWMP Boilerplate Page 14 of 15 XXV. APPLICABLE LAW This contract shall be construed and interpreted in accordance with the laws of the State of Washington. The venue for any action hereunder shall be in the Superior Court for King County, Washington. IN WITNESS HEREOF, the parties hereby agree to the terms and conditions of this Contract: KING COUNTY CONTRACTOR FOR King County Executive Signature Date NAME (Please type or print) Date Approved as to Form: OFFICE OF THE KING COUNTY PROSECUTING ATTORNEY D37316D: City of Auburn 2007 SKCDPH-LHWMP Boilerplate Page 15 of 15 EXHIBIT I D37316D MEMORANDUM OF UNDERSTANDING ON THE LOCAL HAZARDOUS WASTE MANAGEMENT PROGRAM FOR 2007 ACTIVITIES The Local Hazardous Waste Management Plan (hereafter referred to as the "Plan") as updated in 1997, was adopted by the partner agencies (King County Solid Waste Division, Seattle Public Utilities, King County Water and Land Resources Division and the Seattle -King County Department of Public Health) and cities located in King County. The Washington State Department of Ecology in accordance with RCW 70.105.220 subsequently approved the Plan. The City is an active and valued partner in the regional Local Hazardous Waste Management Program (hereafter referred to as the "Program"). The purpose of this Exhibit is to define the terms and conditions associated with the Program's funding of City activities performed under the auspices of the Plan and as approved by the Program's Management Coordination Committee (hereinafter referred to as the "MCC"). This Agreement further defines the responsibilities of the City and Seattle -King County Department of Public Health with respect to the transfer of Program monies. Scope of Work The City of Auburn will help educate residents in two neighborhoods on natural yard care practices. Responsibilities of the Parties The responsibilities of the parties to this Contract shall be as follows: A. The City 1. The City shall develop and submit project proposals and budget requests to the Program's Contract Administrator. Funds provided to the City by the Local Hazardous Waste Management Program pursuant to this Contract shall be used to implement hazardous waste programs and/or services as approved by the MCC. 2. For reimbursement the City shall submit the following to the Contract Administrator: a) An invoice (see Exhibit II). Invoices should be sent to the Contract Administrator for approval and payment. b) A brief description of activity accomplished and funds expended in accordance with the scope of work. c) Copies of invoices for expenditures or a financial statement prepared by the City's finance department. The financial statements should include vendor names, a description of services provided, date paid and a check or warrant number. 3. The City shall notify the Contract Administrator no later than December 15'h regarding the amount of outstanding expenditures for which the City has not yet submitted a reimbursement request. 4. It is the responsibility of the City to comply with all applicable county, state and/or federal reporting requirements with respect to the collection and transfer of moderate risk wastes. The City shall report to the Contract Administrator the quantity, by type, of moderate risk waste collected using Program funds. The City shall also provide the Contract Administrator with copies of EPA's Non - Hazardous Waste Manifest or similar form, associated with the transport of moderate risk waste collected through Program -funded events. I of 3 S. The City is solely responsible for any and all spills, leaks or other emergencies arising at the facilities associated with the City's events or in any other way associated with activities conducted within the scope of this Contract. In the event of a spill or other emergency, the City is responsible for complying with all applicable laws and regulations. 6. The City agrees to appropriately acknowledge the Program in all media produced — in part or in whole — with Program funds. The intent of this provision is to further strengthen this regional partnership in the public's mind. 7. The City agrees to provide the Program with copies of all media material produced for local hazardous waste management events or activities that have been funded by the Program. The City also agrees to allow the Program to reproduce media materials created with Program money provided that the Program credits the City as the originator of that material. 8. This project shall be administered by Kathleen Edman at the City of Auburn, 25 W Main Street, Auburn, at (253) 931-3047, (kedman@ci.auburn:wa.us) or her designee. 9. Questions or concerns regarding any issue associated with this Exhibit that cannot be handled by the Contract Administrator should be referred to the LHWMP Program Administrator for resolution. B. Seattle -King County Department of Public Health 1. Seattle -King County Department of Public Health shall administer, via the attached Contract, the transfer of Program funds to the City for hazardous waste management events and activities. 2. Within forty-five (45) days of receiving a request for reimbursement from the City, the Contract Administrator shall either notify the City of any exceptions to the request which have been identified or shall process the request for payment. If any exceptions to the request are made, this shall be done by written notification to the City providing the reason for such exception. The Contract Administrator will not authorize payment for activities and/or expenditures that are not included in the scope of work, unless the scope has been amended. The Contract Administrator retains the right to withhold all or partial payment if the City's invoices are incomplete (e.g. they do not include proper documentation of expenditures for which reimbursement is being requested) or are not consistent with the submitted scope of work. C. Program Contacts Ken Armstrong LHWMP Program Administrator 150 Nickerson Street, Suite 100 Seattle, WA 98109 206-352-8163 ken. arm strong_(a m etrokc . gov Paul Shallow LHWMP Contract Administrator 999 Third Avenue, Suite 700 Seattle, WA 98104 206-296-4751 paul.shallow@metrokc.gov 2 of 3 EXHIBIT II Budget/Invoice LOCAL HAZARDOUS WASTE MANAGEMENT PROGRAM From: The City of Auburn 25 W Main Street, Auburn, WA 980014998 To: Paul Shallow, LHWMP Contract Administrator Seattle -King County Department of Public Health 999 3Td Avenue, Suite 700 Seattle, WA 98104 Contract #D37316D Period of time: , 2007 to , 2007. In performance of a signed Contract between King County and the City of Auburn, I hereby certify that the following expenses were incurred during the above-mentioned period of time. Signature Date Component Comption Descrip Budget Current Expenses Previous Charges Balance $13,420.47 HHW Education HHW Collection $13,420.47 TOTAL For Health Department Use Only Local Hazardous Waste Management Program Approval: Paul Shallow Date 3 of 3 EXHIBIT III Mission, Method, and Expectations Public Health Program Activities Provided by Community Partners A. Mission ■ The overall mission of Public Health — Seattle & King County is to provide public health services that promote health and prevent disease to King County residents, in order to achieve and sustain healthy people and healthy communities. B. Method One of the key methods that Public Health — Seattle & King County uses to support this mission and extend the reach of public health program activities is to engage in contractual partnerships with community based organizations. This partnering activity increases access to needed and mandated health services, and enables community partner agencies and the people they serve to benefit from service models that are informed by sound public health principles and practices. Community partner organizations, with the support of funds provided through this contractual relationship, extend Public Health's activities to promote population health, according to goals and outcomes determined under state and national performance standards. C. Expectations ■ Public Health expects that its community based contracting partners will perform contracted health services in accordance with the goals, performance measures, and accountability methods that are outlined in the program -specific exhibits that accompany this contract. ■ Public Health will provide professional and technical assistance to community partner organization program staff in order to support the development and maintenance of strong and effective program services. ■ Public Health and community partner organizations will collaborate in developing and performing program evaluation activities that will measure the effectiveness of program efforts, including efforts to measure the impact of program activities on the health status of residents of King County.