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:
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2007 SKCDPH-LHWMP Boilerplate
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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.
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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.
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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.
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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.
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2007 SKCDPH-LHWMP Boilerplate
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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.
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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.
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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.
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2007 SKCDPH-LHWMP Boilerplate
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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.
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2007 SKCDPH-LHWMP Boilerplate
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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
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2007 SKCDPH-LHWMP Boilerplate
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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.
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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
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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
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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.