HomeMy WebLinkAboutITEM V-C-1
CITY f
A t
AGENDA BILL APPROVAL FORM
Y WASHINGTON
Agenda Subject: Date:
VADIS Consultant Agreement AG-S-022 March 7, 2008
Department: Attachments: Budget Impact:
Finance Agreement AG-S-022
Administrative Recommendation:.
City Council approve amendment to Annual Consultant Agreement No. AG-S-022 with Vadis.
Background Summary:
AG-S-022 is an Annual Consultant Agreement with Vadis for a 12-month litter control program between
the City of Auburn and Vadis, beginning January 1, 2008, and ending December 31, 2008. This contract
also includes a recycling pickup program, beginning April 2008, and ending September 2008. The City's
current agreement with Vadis is valid through December 31, 2008. The fees for services under this
agreement shall not exceed $129,594.
The current amendment extends services to the recently annexed Lea Hill and West Hill areas. The
additional cost of providing services to these areas is $3,350 per month for both litter and recycling
services. The additional crew in the Lea Hill and West Hill areas will provide litter control and recycling
services as needed for a total of 15 hours per week.
Vadis is a non-profit corporation that develops employment opportunities for specially challenged
individuals. The litter crew is made up of five specially challenged individuals and a crew supervisor who
collect trash and debris along City traveled ways. The contract has been renewed annually since 1991.
N0317-3 AG-S-022 Vadis
04.7.2
Reviewed by Council & Committees: Reviewed by Departments & Divisions:
? Arts Commission COUNCIL COMMITTEES: ? Building ? M&O
? Airport ? Finance ? Cemetery ? Mayor
? Hearing Examiner ? Municipal Serv. ? 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: March 17, 2008 Item Number: V.C.1
AUBURN *MORE THAN YOU IMAGINED
CITY OF AUBURN
AGREEMENT FOR SERVICES
AG-S-022
AMENDMENT NO. 1
THIS AGREEMENT made and entered into on this day of ,
2008, by and between the City of Auburn, a municipal corporation of the State of
Washington, he referred to as "City" and Vadis, 1701 Elm Street, Sumner WA
98390, hereinafter referred to as the "Provider."
WITNESSETH:
WHEREAS, the City is engaged in or readying itself to be engaged in its litter
control and recycling program and is in need of services of individuals, employees or
firms for litter control and recycling work; and,
WHEREAS, the City desires to retain the Provider to provide certain services in
connection with the City's work related to litter control and recycling; and,
WHEREAS, the Provider is qualified and able to provide services in connection
with the City's needs for the above-described work, and is willing and agreeable to
provide such services upon the terms and conditions herein contained.
NOW, THEREFORE, the parties hereto agree as follows:
Scope of Services
The Provider agrees to perform in a good and professional manner the tasks
described on Exhibit "A" which is attached hereto and incorporated herein by this
reference. (The tasks described on Exhibit "A" shall be individually referred to as a
"task," and collectively referred to as the "services.") The Provider shall perform
the services as an independent contractor and shall not be deemed, by virtue of
this Agreement and the performance thereof, to have entered into any partnership,
joint venture, employment or other relationship with the City.
2. Additional Services
From time to time hereafter, the parties hereto may agree to the performance by
the Provider of additional services with respect to related work or projects. Any
such agreement(s) shall be set forth in writing and shall be executed by the
respective parties prior to the Provider's performance of the services there under,
except as may be provided to the contrary in Section 3 of this Agreement. Upon
proper completion and execution of an Amendment (agreement for additional
services), such Amendment shall be incorporated into this Agreement and shall
have the same force and effect as if the terms of such Amendment were a part of
AG-S-022
March 11, 2008
Page 1 of 7
this Agreement as originally executed. The performance of services pursuant to
an Amendment shall be subject to the terms and conditions of this Agreement
except where the Amendment provides to the contrary, in which case the terms
and conditions of any such Amendment shall control. In all other respects, any
Amendment shall supplement and be construed in accordance with the terms and
conditions of this Agreement.
3. Performance of Additional Services Prior to Execution of an Amendment
The parties hereby agree that situations may arise in which services other than
those described on Exhibit "A" are desired by the City and the time period for the
completion of such services makes the execution of Amendment impractical prior
to the commencement of the Provider's performance of the requested services.
The Provider hereby agrees that it shall perform such services upon the written
request of an authorized representative of the City pending execution of an
Amendment, at a rate of compensation to be agreed to in connection therewith.
The invoice procedure for any such additional services shall be as described in
Section 7 of this Agreement.
4. Provider's Representations
The Provider hereby represents and warrants that he has all necessary licenses
and certifications to perform the services provided for herein, and is qualified to
perform such services.
5. City's Responsibilities
The City shall do the following in a timely manner so as not to delay the services of
the Provider:
a. Designate in writing a person to act as the City's representative with respect to
the services. The City's designee shall have complete authority to transmit
instructions, receive information, interpret and define the City's policies and
decisions with respect to the services.
b. Furnish the Provider with all information, criteria, objectives, schedules and
standards for the project and the services provided for herein.
c. Arrange for access to the property or facilities as required for the Provider to
perform the services provided for herein.
Specific responsibilities of the City are set forth in Exhibit B, which is attached
hereto and by this reference made a part of this agreement.
6. Provider's Responsibilities
Specific responsibilities of the Provider are set forth in Exhibit B, which is attached
hereto and by this reference made a part of this agreement.
7. Acceptable Standards
The Provider shall be responsible to provide, in connection with the services
contemplated in this Agreement, work products and services of a quality and
professional standard acceptable to the City.
AG-S-022
March 11, 2008
Page 2 of 7
8. Compensation
As compensation for the Provider's performance of the services provided for
herein, the City shall pay the Provider the fees and costs specified on Exhibit "B"
attached hereto and made a part hereof (or as specified in an Amendment). The
Provider shall submit to the City an invoice or statement of time spent on tasks
included in the scope of work provided herein, and the City shall process the
invoice or statement in the next billing/claim cycle following receipt of the invoice or
statement, and shall remit payment to the Provider thereafter in the normal course,
subject to any conditions or provisions in this Agreement or Amendment. The
Agreement number must appear on all invoices submitted.
9. Time for Performance and Term of Agreement
The Provider shall not begin any work under this Agreement until authorized in
writing by the City. The Provider shall perform the services provided for herein in
accordance with the direction and scheduling provided on Exhibit "A" attached
hereto and incorporated herein by this reference, unless otherwise agreed to in
writing by the parties. The Term of this Agreement shall terminate on December
31, 2008.
10. Ownership and Use of Documents
All documents, reports, memoranda, diagrams, sketches, plans, surveys, design
calculations, working drawings and any other materials created or otherwise
prepared by the Provider as part of his performance of this Agreement (the "Work
Products") shall be owned by and become the property of the City, and may be
used by the City for any purpose beneficial to the City.
11. Records Inspection and Audit
All compensation payments shall be subject to the adjustments for any amounts
found upon audit or otherwise to have been improperly invoiced, and all records
and books of accounts pertaining to any work performed under this Agreement
shall be subject to inspection and audit by the City for a period of up to three (3)
years from the final payment for work performed under this Agreement.
12. Continuation of Performance
In the event that any dispute or conflict arises between the parties while this
Contract is in effect, the Provider agrees that, notwithstanding such dispute or
conflict, the Provider shall continue to make a good faith effort to cooperate and
continue work toward successful completion of assigned duties and
responsibilities.
13. Administration of Agreement
This Agreement shall be administered by Wayne Perrault, on behalf of the
Provider, and by the Mayor of the City, or designee, on behalf of the City. Any
written notices required by the terms of this Agreement shall be served on or
mailed to the following addresses:
AG-S-022
March 11, 2008
Page 3 of 7
City of Auburn
Shawn Hunstock
Assistant Finance Director
25 W Main St
Auburn, WA 98001-4998
Phone: 253.804.5022
Fax: 253-876-1900
E-mail: shunstock@auburnwa.gov
VADIS
Wayne Perrault
Commercial Services Manager
1701 Elm Street
Sumner WA 98390
Phone: 253.863.5173 Ext. 246
Fax: 253.863.2040
E-mail: wayne@vadis.org
14. Notices
All notices or communications permitted or required to be given under this
Agreement shall be in writing and shall be deemed to have been duly given if
delivered in person or deposited in the United States mail, postage prepaid, for
mailing by certified mail, return receipt requested, and addressed, if to a party of
this Agreement, to the address for the party set forth above.
Either party may change his, her or its address by giving notice in writing, stating
his, her or its new address, to the other party, pursuant to the procedure set forth
above.
15. Insurance
The Provider shall be responsible for maintaining, during the term of this
Agreement and at its sole cost and expense, the types of insurance coverages and
in the amounts described below. Insurance is to be placed with authorized
insurers in Washington State with a current A.M. Best rating of not less than A-:VII.
The Provider shall furnish evidence, satisfactory to the City, of all such policies.
During the term hereof, the Provider shall take out and maintain in full force and
effect the following insurance policies:
a. Automobile Liability insurance, covering all owned, non-owned, hired and
leased vehicles. Coverage shall be written on Insurance Services Office (ISO)
form CA 00 01 or a substitute form providing equivalent liability coverage. If
necessary, the policy shall be endorsed to provide contractual liability
coverage. Provider shall maintain automobile insurance with minimum
combined single limit for bodily injury and property damage of $1,000,000 per
accident.
b. Commercial General Liability insurance shall be written on ISO occurrence form
CG 00 01 and shall cover liability arising from premises, operations,
independent contractors, products-completed operations, stop gap liability,
personal injury and advertising injury, and liability assumed under an insured
contract. The Commercial General Liability insurance shall be endorsed to
provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85.
There shall be no endorsement or modification of the Commercial General
Liability insurance for liability arising from explosion, collapse or underground
property damage. The City shall be named as an insured under the
AG-S-022
March 11, 2008
Page 4 of 7
Contractor's Commercial General Liability insurance policy with respect to the
work performed for the City using ISO Additional Insured endorsement
CG 20 10 10 01 and Additional Insured-Completed Operations endorsement
CG 20 37 10 01 or substitute endorsements providing equivalent coverage.
Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate, and a $2,000,000
products-completed operations aggregate limit.
c. Workers' Compensation coverage as required by the Industrial Insurance laws
of the State of Washington.
16. Indemnification
The Provider shall indemnify and hold harmless the City and its officers, agents
and employees, or any of them from any and all claims, actions, suits, liability, loss,
costs, expenses, and damages of any nature whatsoever, by any reason of or
arising out of the negligent actor omission of the Provider, its officers, agents,
employees, or any of them relating to or arising out of the performance of this
Agreement. If a final judgment is rendered against the City, its officers, agents,
employees and/or any of them, or jointly against the City and the Provider and their
respective officers, agents and employees, or any of them, the Provider shall
satisfy the same to the extent that such judgment was due to the Provider's
negligent acts or omissions.
17. Assignment
Neither party to this Agreement shall assign any right or obligation hereunder in
whole or in part, without the prior written consent of the other party hereto. No
assignment or transfer of any interest under this Agreement shall be deemed to
release the assignor from any liability or obligation under this Agreement, or to
cause any such liability or obligation to be reduced to a secondary liability or
obligation.
18. Nondiscrimination
The Provider may not discriminate regarding any services or activities to which this
Agreement may apply directly or through contractual, hiring, or other arrangements
on the grounds of race, color, creed, religion, national origin, sex, age, or where
there is the presence of any sensory, mental or physical handicap.
19. Amendment, Modification or Waiver
No amendment, modification or waiver of any condition, provision or term of this
Agreement shall be valid or of any effect unless made in writing, signed by the
party or parties to be bound, or such party's or parties' duly authorized
representative (s) and specifying with particularity the nature and extent of such
amendment, modification or waiver. Any waiver by any party of any default of the
other party shall not affect or impair any right arising from any subsequent default.
AG-S-022
March 11, 2008
Page 5 of 7
Nothing herein shall limit the remedies or rights of the parties hereto under and
pursuant to this Agreement.
20. Termination and Suspension
Either party may terminate this Agreement upon written notice to the other party if
the other party fails substantially to perform in accordance with the terms of this
Agreement through no fault of the party terminating the Agreement.
The City may terminate this Agreement upon not less than seven (7) days written
notice to the Provider if the services provided for herein are no longer needed from
the Provider.
If this Agreement is terminated through no fault of the Provider, the Provider shall
be compensated for services performed prior to termination in accordance with the
rate of compensation provided in Exhibit "B" hereof.
21. Parties in Interest
This Agreement shall be binding upon, and the benefits and obligations provided
for herein shall inure to and bind, the parties hereto and their respective
successors and assigns, provided that this section shall not be deemed to permit
any transfer or assignment otherwise prohibited by this Agreement. This
Agreement is for the exclusive benefit of the parties hereto and it does not create a
contractual relationship with or exist for the benefit of any third party, including
contractors, sub-contractors and their sureties.
22. Costs to Prevailing Party
In the event of such litigation or other legal action, to enforce any rights,
responsibilities or obligations under this Agreement, the prevailing parties shall be
entitled to receive its reasonable costs and attorney's fees.
23. Applicable Law
This Agreement and the rights of the parties hereunder shall be governed by and
interpreted in accordance with the laws of the State of Washington and venue for
any action hereunder shall be in of the county in Washington State in which the
property or project is located, and if not site specific, then in King County,
Washington; provided, however, that it is agreed and understood that any
applicable statute of limitation shall commence no later than the substantial
completion by the Provider of the services.
24. Captions, Headings and Titles
All captions, headings or titles in the paragraphs or sections of this Agreement are
inserted for convenience of reference only and shall not constitute a part of this
Agreement or act as a limitation of the scope of the particular paragraph or
sections to which they apply. As used herein, where appropriate, the singular shall
include the plural and vice versa and masculine, feminine and neuter expressions
shall be interchangeable. Interpretation or construction of this Agreement shall not
AG-S-022
March 11, 2008
Page 6 of 7
be affected by any determination as to who is the drafter of this Agreement, this
Agreement having been drafted by mutual agreement of the parties.
25. Severable Provisions
Each provision of this Agreement is intended to be severable. If any provision
hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity
shall not affect the validity of the remainder of this Agreement.
26. Entire Agreement
This Agreement contains the entire understanding of the parties hereto in respect
to the transactions contemplated hereby and supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
27. Counterparts
This Agreement may be executed in multiple counterparts, each of which shall be
one and the same Agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other
party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed effective the day and year first set forth above.
CITY OF AUBURN
Peter B. Lewis, Mayor
Attest:
Danielle Daskam City Clerk
VADIS
Signature
Name:
Title:
Signature
Name:
Title:
AG-S-022
March 11, 2008
Page 7 of 7
EXHIBIT A
SCOPE OF WORK
The purpose of this Agreement is to contract with VADIS, a non-profit corporation that
develops employment for individuals with disabilities, on a yearly basis clean-up
program for the Solid Waste Division, as well as other maintenance tasks for either the
CITY'S Street, Water, Sewer, Storm Drainage or Equipment Rental Divisions.
Litter Crew
The VADIS Litter Crew shall perform the following:
A. Specific Tasks.
Solid Waste
VADIS will collect and remove litter, trash and debris from the shoulders of CITY
traveled ways (including but not limited to streets, roads, alleys, paths and
parkways), public parking lots and other designated areas. The Division for
whom tasks are to be performed may be changed by the CITY'S Assistant
Finance Director as provided in paragraph (5) below at the CITY'S discretion to
meet its needs.
2. Equipment Rental
Wash and clean designated CITY vehicles as assigned.
3. Sewer
Remove weeds and perform other landscaping duties as assigned.
4. Storm Drainage
Collect and remove tree leaves, limbs, trash and other debris from the top of
storm water catch basins and from the sidewalk curbs and gutters as assigned.
5. Job Assignment Priorities
Task assignments are subject to change and prioritization by the CITY Assistant
Finance Director, Department of Finance.
B. Examination of Work Sites
VADIS shall examine all work sites thoroughly before commencing work at the site.
It shall be the responsibility of VADIS to verify all the duties, assignments and job
sites. All existing conditions at the job site will be noted and copies with verification
noted, given to the CITY'S Assistant Finance Director on a daily basis.
C. Hours.
• VADIS shall perform tasks to completion between the hours of 8:00 AM and 3:00
PM Monday through Friday.
• VADIS shall recognize the same observed holidays as the CITY.
• VADIS will also take two (2) Floating Holidays per year for staff training
• VADIS shall perform similar tasks in the recently annexed Lea Hill and/or West
Hill area(s) for a total of 15 hours per week. VADIS will an additional supervisor
trained in traffic control possessing a "Traffic Control Flagging License" certificate
AG-S-022
Exhibit A
Page 1 of 2
by the State of Washington will perform flagging on busy streets one day per
month with the crew in the Lea Hill and/or West Hill area(s)
Recycling Crew
The VADIS Recycling Crew shall perform the following:
A. Specific Tasks
VADIS will collect recyclables from the recyclable containers and maintain the
recycling receptacles in the City of Auburn City Parks. VADIS will bring a second
crew available for 15 hours per week. The second crew will be supervised and will
bring a second VADIS vehicle.
B. Hours
VADIS second crew shall perform tasks to completion between the hours of 8:00 AM
and 3:00 PM on two to three days of the week, Monday through Friday.
AG-S-022
Exhibit A
Page 2 of 2
EXHIBIT B
RESPONSIBILITIES
VADIS
Litter Crew
The VADIS Litter Crew shall be responsible for the following:
1. The performance and accomplishment of tasks and work assigned in accordance
with paragraph 2 below.
2. The performance of all work as provided in this Agreement with its own employees.
Individuals who perform work under this Agreement must be carried on VADIS'
payroll. VADIS is responsible for administering and paying employee wages,
benefits and all other employee-related costs. Although VADIS company
headquarters may be located outside of Auburn, Washington, VADIS shall provide in
the Auburn geographical area a full-time supervisor who will continuously oversee
VADIS employee work and will have authority to represent VADIS in the day-to-day
activities. The VADIS supervisor must be trained in traffic control and must possess
a "Traffic Control Flagging License" certified by the State of Washington. VADIS will
provide the supervisor's name, address and telephone number to the CITY'S Solid
Waste Supervisor at the beginning of the contract period. A second supervisor
trained in traffic control possessing a "Traffic Control Flagging License" certified by
the State of Washington will perform flagging on busy streets of Howard Road and
Kersey Way. This second person will be available one day of the first week of the
month, one day the second week of the month, and one day the third week of the
month.
3. VADIS is responsible for the security of facilities where assigned tasks are
performed as well as tools, equipment, safety gear, traffic control devices and any
other items which may be supplied by the CITY for VADIS' use in the performance of
contracted duties. No equipment or supplies will be removed from CITY premises
except as required for the performance of assigned duties.
4. VADIS shall provide CITY with a qualified control system acceptable to the CITY
within ten days of the date of the Agreement. The quality control system shall be a
plan specifying how VADIS will accomplish maintaining the level of performance
required under this Agreement. Quality control statements shall be provided to the
CITY'S Solid Waste Supervisor on a monthly basis.
5. VADIS shall provide a motor vehicle to transport its employees to and from the
designated work sites. VADIS' vehicle shall be well identified with signs and
equipped with safety warning lights, strobe light and emergency flashers.
6. VADIS shall provide rain gear, foul weather gear, footwear as required and clothing
as needed for its employees.
AG-S-022
Exhibit B
Page 1 of 2
7. VADIS shall follow accepted safety practices in the performance of all work. After
every work shift of litter clean-up and other assigned tasks and services the following
shall be done: the work areas shall be inspected for fire hazards; electrical or power
machines and/or equipment shall be turned off; outside doors and windows closed
and locked; gates closed and locked and all miscellaneous work tools and
equipment shall be inspected and put away.
CITY
The CITY shall supply litter bags to VADIS for its use in the collection of litter, trash and
debris.
1. The CITY shall supply traffic control devices, e.g., signs and traffic cones to VADIS
so VADIS can place the traffic devices at work site(s) to protect its employees while
performing services under this Agreement. The CITY shall also provide hard hats
and reflective traffic vests.
2. The CITY shall supply all grounds maintenance equipment and hand tools as
needed, to perform duties under this Agreement for outside grounds maintenance.
3. The CITY shall provide VADIS and its Auburn supervisor a copy of the daily work
schedule and any change notices to use as a basic guide for the distribution of work
each week. The work schedule may be changed as deemed appropriate by the
CITY and a copy of such changes provided to VADIS and the CITY. The CITY shall
determine the priority to be given the various assignments. The CITY shall verify
that all services are satisfactorily performed as scheduled.
AG-S-022
Exhibit B
Page 2 of 2
EXHIBIT C
FEE SCHEDULE
Litter Crew
Litter Crew-AA
Monthly Fee
$ 6,766
$ 3,350
Not-To-Exceed
# of Months Amount
12 $ 81,192
9 $ 30,150
Recycling Crew
$ 3,042
Total Not To Exceed Amount
6 18,252
t!29.594
AG-S-022
Exhibit C
Page 1 of 1