HomeMy WebLinkAboutITEM V-C-1
A TY OF
URN AGENDA BILL APPROVAL FORM
WASHINGTON
Agenda Subject: Date:
VADIS Consultant Agreement AG-S-022-09 December 15, 2008
Department: Attachments: Budget Impact:
Finance Agreement AG-S-022-09
Administrative Recommendation:
City Council approve the 2009 2010 Consultant Agreement No. AG-S-022-09 with Vadis.
Background Summary:
AG-S-022-09 is a Bi-Annual Consultant Agreement with Vadis for a 24-month litter control program
between the City of Auburn and Vadis, beginning January 1, 2009, and ending December 31, 2010. This
agreement also includes a recycling pickup program that runs from April to September of each year. The
City's current agreement with Vadis is valid through December 31, 2008. The fees for services under this
agreement shall not exceed $142,434 in 2009 and $145,278 in 2010.
Vadis is a non-profit corporation that develops employment opportunities for individuals with disabilities.
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.
Vadis Litter Crew Accomplishments
1) The litter crew, on a daily average, will remove 35 2.5-cubic-ft. bags of litter from City traveled ways.
2) Average bag of litter weighs 30 pounds = 243,000 pounds per year.
3) Annually collect 121 tons of litter from City traveled ways.
4) The litter crew maintains 125 waste receptacles, 30 ash receptacles (for cigarette butts), and 38
aluminum can recycling receptacles in the City.
5) The litter crew responds to calls on illegal dumping 2 - 3 times per week.
6) The Vadis crew also fills sandbags as needed.
7) The recycling crew maintains 47 recycling containers at the City Parks
N1215-2
A3.16.3, 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: December 15, 2008 Item Number: V.C.1
AUBUM * MORE THAN YOU IMAGINED
CITY OF AUBURN
AGREEMENT FOR SERVICES
AG-S-022-09
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,
hereinafter 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:
1. 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 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.
AG-S-022-09
Vadis
Page 1 of 7
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.
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 "C" 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.
AG-S-022-09
Vadis
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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, 2010.
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:
City of Auburn VADIS
Joan Clark Wayne Perrault
Solid Waste & Recycling Coordinator Commercial Services Manager
25 W Main St 1701 Elm Street
Auburn, WA 98001-4998 Sumner WA 98390
Phone: 253.931.5103 Phone: 253.863.5173 Ext. 246
Fax: 253-333-8890 Fax: 253.863.2040
E-mail: jeclark(p~auburnwa.gov 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.
AG-S-022-09
Vadis
Page 3 of 7
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 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 act or 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.
AG-S-022-09
Vadis
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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.
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.
AG-S-022-09
Vadis
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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 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.
AG-S-022-09
Vadis
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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 VADIS
Peter B. Lewis, Mayor Signature
Name:
Title:
Attest:
Signature
Danielle Daskam City Clerk Name:
Title:
Approved as to form:
Daniel B. Heid, City Attorney
AG-S-022-09
Vadis
Page 7 of 7
EXHIBIT A
SCOPE OF WORK
The purpose of this Agreement is to contract with the Provider, a non-profit corporation
that develops employment for individuals with disabilities, on a two-year 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 Provider's Litter Crew shall perform the following:
A. Specific Tasks
1. Solid Waste
The Provider 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 Solid Waste and
Recycling Coordinator 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 Solid
Waste and Recycling Coordinator, Department of Finance.
B. Examination of Work Sites
The Provider shall examine all work sites thoroughly before commencing work at the
site. It shall be the responsibility of the Provider 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 Solid Waste and Recycling Coordinator on a
daily basis.
C. Hours
• The Provider shall perform tasks to completion between the hours of 8:00 AM
and 3:00 PM, Monday through Friday.
• The Provider shall recognize the same observed holidays as the City.
• The Provider will also take two (2) Floating Holidays per year for staff training.
AG-S-022-09
Exhibit A
Page 1 of 2
Litter Crew - Annexation Area
The Provider's Annexation Area Crew shall perform the following:
A. Specific Tasks
The Provider's Annexation Area Crew shall perform tasks similar to the Litter Crew
in the recently annexed Lea Hill and/or West Hill area(s) for a total of 15 hours per
week. The Provider will have an additional supervisor, possessing a "Traffic Control
Flagging License" certificate by the State of Washington, perform flagging on busy
streets (Lea Hill Rd SE from the river to 124th Ave SE and 105th PL SE/107th PL
SE/SE 320th St to Green River Community College) one day per month with the
crew in the Lea Hill and/or West Hill area(s).
B. Hours
The Provider's Annexation Area Crew shall perform tasks to completion between the
hours of 8:00 AM and 3:00 PM on three days of the week, Monday through Friday.
Recycling Crew
The Provider's Recycling Crew shall perform the following:
A. Specific Tasks
The Provider's Recycling Crew shall collect recyclables from the City-owned
recycling receptacles and maintain the recycling receptacles in the City of Auburn
Parks for a total of 15 hours per week. The Recycling Crew will be supervised and
will bring a second Provider vehicle.
B. Hours
The Provider's Recycling Crew shall perform tasks to completion between the hours
of 8:00 AM and 3:00 PM on three days of the week, Monday through Friday.
AG-S-022-09
Exhibit A
Page 2 of 2
EXHIBIT B
RESPONSIBILITIES
PROVIDER
The Provider 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 the
Provider's payroll. The Provider is responsible for administering and paying
employee wages, benefits, and all other employee-related costs. Although the
Provider's company headquarters may be located outside of Auburn, Washington,
the Provider shall provide a full-time supervisor in the Auburn geographical area who
will continuously oversee the Provider's employee work and will have authority to
represent the Provider in the day-to-day activities. The Provider supervisor must be
trained in traffic control and must possess a "Traffic Control Flagging License"
certified by the State of Washington. The Provider will present the supervisor's
name, address, and telephone number to the City's Solid Waste and Recycling
Coordinator at the beginning of the contract period. A second supervisor,
possessing a "Traffic Control Flagging License" certified by the State of Washington,
will perform flagging on the 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. The Provider 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 the Provider's 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. The Provider shall supply the City with a quality 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 the Provider will accomplish maintaining the level of
performance required under this Agreement. Quality control statements shall be
provided to the City's Solid Waste and Recycling Coordinator on a monthly basis.
5. The Provider shall supply a motor vehicle to transport its employees to and from the
designated work sites. The Provider's vehicle shall be well identified with signs and
equipped with safety warning lights, strobe light, and emergency flashers.
6. The Provider shall supply rain gear, foul weather gear, footwear as required, and
clothing as needed for its employees.
AG-S-022-09
Exhibit B
Page 1 of 2
7. The Provider 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 be responsible for the following:
1. The City shall supply litter bags to the Provider for its use in the collection of litter,
trash, and debris.
2. The City shall supply traffic control devices, e.g., signs and traffic cones to the
Provider so the Provider 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.
3. The City shall supply the Provider with all grounds maintenance equipment and
hand tools for performing outside grounds maintenance duties under this
Agreement.
4. The City shall supply the Provider 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 the Provider and the City. The City shall
determine the priority of the various assignments. The City shall verify that all
services are satisfactorily performed as scheduled.
AG-S-022-09
Exhibit B
Page 2 of 2
EXHIBIT C
FEE SCHEDULE
2009 Fee Schedule
Not-To-Exceed
Monthly Fee # of Months Amount
Litter Crew $ 6,901 12 $ 82,812
Litter Crew - AA $ 3,417 12 $ 41,004
Recycling Crew $ 3,103 6 $18,618
Total Not To Exceed Amount
2010 Fee Schedule
Not-To-Exceed
Monthly Fee # of Months Amount
Litter Crew $ 7,039 12 $ 84,468
Litter Crew - AA $ 3,485 12 $ 41,820
Recycling Crew $ 3,165 6 18,990
Total Not To Exceed Amount I-MM
AG-S-022-09
Exhibit C
Page 1 of 1