HomeMy WebLinkAboutResource Stewards LLC AG-S-032CITY OF AUBURN
AGREEMENT FOR SERVICES
AG-S-032
THIS AGREEMENT made and entered into on this ~Aday of~~ , 2009,
by and between the City of Auburn, a municipal corporation of the te
Washington, hereinafter referred to as "City" and Resource Stewards, LLC. PO Box
46328, Seattle. WA 98146, hereinafter referred to as the "Provider."
WITNESSETH:
W+iEREAS, tIl@ City 1S tilllt'edUf t-hE SE1111C6S Of 1i1diWtltf'dIS, empioyees or frms
for professional consultant work; and,
WHEREAS, the City desires to retain the Provider to provide said services in
connection with the City's work; 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 by this reference made a
part of this Agreement. (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 pertormance thereof, to have entered into any
partnership, joint venture, employment or other relationship with the City.
2. Additional Services
In the event additional services with respect to related work are required beyond
those specified in the Scope of Work, and not included in the compensation listed
in this Agreement, a contract amendment shall be set forth in writing and shall be
executed by the respective parties prior to the Provider's performance of the
senrices 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 shali be incorporated into this
Agreement and shalt 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 alt other respects, any Amendment shall supplement and be construed
in accordance with the terms and conditions of this Agreement.
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3. PerFormance of Additional ServiGes 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 af the requested services.
The Provider hereby agrees that it shal) 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 the Provider has all necessary
licenses and ce{#ifica#ions to perform the services provided for herein, and is
qualified to perform such services.
5. Citv's Responsibilities
Tfie Ciiy stiall do the fotbwing in a timely marmer so as not to deiay 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 desigrree 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
per#orm t-he services provided far herein.
d. Examine and evaluate a!I studies; reports, memoranda, plans, sketches, and
other documents prepared by the Provider and render decisions regarding such
documents in a timely manner to prevent delay of the services.
6. Acceatable 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.
7. Compensation
As campensation for the Provider's pertormance of the services provided for
herein, the City shall pay the Provider the fees and costs specified on Exhibit "B"
wMich is a#tached hereto and by this re#ererace made a part of this Agreement (or
as specified in an Amendment). Compensation shall include all Provider expenses
including, but not limited to, overhead, profit, and direct non-salary costs. The total
amount of compensation within this agreement shall not exceed $15,000.
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 upon acceptance of the
invoice or statement 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
AG-S-D32
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Provider thereafter in the normal course, subject to any canditions or provis+ons in
this Agreemerrt or Amendmerrt. The Agreemerrt number must appear on a11
invoices or statements submitted.
8. Time for Pertormance and Term of Aqreement
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. All work under this Agreement shall be completed by
December 31, 2009.
9. Ownership and Use of Documents
Atl 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.
10. 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.
11. Continuation of Performance
In the event that any dispute or conflict arises between the parties white 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.
12. Administration of AQreement
This Agreement shall be administered by Kim Ducote 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:
C9tv o# Auburn Resource Stewards, LLC
Kathleen Edman Kim Ducote'
Solid Waste Customer Care Specialist Principal
25 W Main St PO Box 46328
Aubum, WA 98001-4998 Seattle, WA 98146
Phone: 253-931-3047 Phone: 206-551-4850
Fax: 253-333-8890 Fax: 206-767-3030
E-mail: kedman(d)-auburnwa.qov E-mail: Kim ResourceStewards.com
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13. 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 depasited in the United States mail, postage prepaid, for
mailing by certified mail, return receipt requested, and addressed, if to a parly 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, pursuan# to the procedure set forth
above.
14. Insurance
The Provider shall procure and rnaintain for the duration of this Agreement,
insurance against claims for injuries to persons or damage to property which may
arise from or in connection with the performance of the work hereunder by the
Provider, or the Provider's agents, representatives, employees, or subcontractors.
Provider's maintenanee af insurance as required by the Agreement shall not be
construed to limit the liability of the Provider to the coverage provided by such
insurance, or otherwise limit the City's recourse to any remedy available at law or
in equity.
The Service Provider shall obtain insurance of the types described below:
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 the following
limits: Bodily Injury of $100,000 each person; $300,000 each accident; and
Property Damage of $100,000 each 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, stop gap liability, personal injury and advertising
injury, and liability assumed under an insured contract. The City shall be
named as an insured under the Provider's Commercial General Liability
insurance policy with respect to the work performed #or the City using ISO
Additional Insured endorsement CG 20 10 10 01 or substitute endorsement
providing equivalent coverage. Commercial General Liability insurance shall be
written with limits no less than $1,000,000 each occurrence and $2,000,000
general aggregate.
c. Worker's Compensation coverage as required by the Industrial Insurance laws
of the State of Washington.
The insurance policies are to contain, or be endorsed to contain, the following
provisions for Automobile Liability and Commercial General Liability insurance:
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a. The Provider's insurance coverage shall be primary insurance as respects the
City. Any insurance, self-insurance, or insurance pool coverage maintained by
the City shali be excess of the Provider's insurance and sha11 not contribute
with it.
b. The Provider's insurance shall be endorsed to state that coverage shall not be
cancelled by either party, except after 30 days prior written notice by certified
mail, return receipt requested, has been given to the City.
Insurance is to be placed with an authorized insurer in Washington State. The
insurer must have a current A.M. Best rating of not less than A:VII.
Provider shall fumish the City with certificates of insurance and a copy of the
amendatory endorsements, including but not necessarily limited to the additional
insured endorsement, evidencing the insurance requirements of the Provider
before commencement of the work. The City reserves the right to require that
complete, certified copies of all required insurance policies be submitted to the City
at any time. The City will pay no progress payments under Section 7 until the
Provider has fully complied with this section.
15. IndemnificationlHold Harmless
The Provider shall indemnify and hold the City and its offlcers and employees
harmless from and shall process and defend at its own expense all claims,
demands, or suits at law or equity arising in whole or in part from the Provider's
negligence or breach of any of its obligations under this Agreement; provided that
nothing herein shall require the Provider to indemnify the City against and hold
harmless the City from claims, demands or suits based solely upon the conduct of
the City, their agents, officers and employees and provided further that if the claims
or suits are caused by or result from the concurrent negligence of (a) the Provider's
agents or employees and (b) the City, their agents, officers and employees, this
indemnity provision with respect to (1) claims or suits based upon such negligence,
(2) the costs to the City of defending such claims and suits, etc. shall be valid and
enforceable only to the extent af the Provider's negligence or the negligence of the
Providers agents or employees. The provisions of this section shall survive the
expiration or termination of this Agreement.
16. AssiQnment
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.
AG-S-032
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17. 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.
18. 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.
19. 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 #o the PTovider i# the services provided for herein are no longer needed frorn
the Provider.
!f this Agreement is terminated through no fauit of the Provider, the Provider shall
be compensated for services perFormed prior to termination in accordance with the
rate of compensation provided in Exfiibit "B" hereof.
20. 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.
21. Costs to Preuailinq Partv
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.
22. 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
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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 shatl commence no later than the substantial
completion by the Provider of the services.
23. Captions, HeadinQS and Titles
All captions, headings or titles in the paragraphs or sections of this Agreement are
inserted for convenience of reference anly 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.
24. Severable Provisions
Each provision of this Agreement is intended to be severable. If any provision
hereof is illegal or invalid for any reasan whatsoever, such illegality or invalidity
shall not affect the validity of the remainder of this Agreement.
25. Entire Aqreement
This Agreement cantains 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.
26. 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.
Ci Resource Stewards, LLC
Pete . ewis, Mayor Sign ture
Name: Kim Ducote
Attest:
Da 'elle Daskam City Clerk
Title: Principal
Signa re
AG-S-032
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App ved as m:
Da ' B. Hei , City Attomey
/
Name: 'D
Title: l'I!a CI
Federal Tax ID No:
AG-S-032
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EXHIBIT "A"
SCOPE OF WORK
Resouree Stewards, LLC will initiate work on the tasks outlined in this Exhibit only on an
"as assigned" basis by the City. Resource Stewards, LLC will only engage in work on
these tasks after work products, timelines, and objectives are more fully defined by the
City, and a"not to exceed" budget is established for specific task components.
Task 1 Business Orqanics Recvclinrt Prostram Imalementation Assistance and
Outreach
Resaarce Stewards, LLC (Provider) will provide directed businesses outreach, including
door-to-door assistance, on-site surveys, outreach materials development and
distribution, assistance in container, bag, and signage procurement and distribution,
outreach and training with key-on-site personnel and designated recycling program
users and service providers, or other related assistance, including provision of
recognition for exemplary performance.
Provider will research and summarize an effective outreach strategy that is relevant to
the development of a Business Organics Recycling Program in Auburn.
Provider will submit an evaluation summary of the effectiveness of the program by
December 31, 2009, which will include a report of businesses participating in the
organics recycling program, number of container, bags and signs distributed, and the
businesses solid waste reduction measurements (garbage container size adjustments).
Task 2 Oraanics Recvclina Program Outreach - Good `OI Davs
Provider and City staff will work together to promote organics recycling to local area
residents at the City of Aubum Gaod `OI Days event, August 8& 9, 2009. Provider will
assist in creating an organics recycling display, coordination of distribution materials,
and coordination of Master Recycler Composter (MRC) volunteers.
Task 3. Residential Oruanics Recvclinq Survev
Provider will design a residenfiial organics recycling survey to determine the
effectiveness of the Residential Food Scrap and Food-Soiled Paper Recycling
Campaign launched in August 2007 (Waste Management) and June 2008 (Allied Waste
Services). Survey design will accommodate online and postcard outreach methods.
AGS-032
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EXHIBIT "B"
PROJECT COMPENSATION
Compensation shall be on a time and materials basis with a not-to-exceed agreement
amount of $15,000. Time will be reimbursed at $80.00 per hour.
Task
Description
_ Not to Exceed
Task 1.
Business Organics Recycling Program
$13,000.00
Implementation Assistance and Outreach
Task 2.
Organics Recycling Program Outreach
$1,200.00
(Good 'OI Days)
Task 3.
Residential Organics Recycling Survey
$800.00
TOTAL COMPENSATION $15,000.00
DIRECT NON-SALARY REIMBURSABLE EXPENSES
• Outside Reproduction Fees
. Materials and Supplies - pertaining to tasks
• Mileage at $0.55/mile or the current approved IRS rate.
All direct non-salary reimbursements are at cost with no mark-up.
AG-S-032
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7~ --5 -
AMENDMENT #1 TQ AGREEMENT NO. AG-S-032 BETWEEN
7HE CtTY OF AUBURN ANQ RESOElRGE STEYYARDS, LLC
RELATiNG TO THE BUSINESS REGYCLING PROGRAM
THlS AMENQMENT is made and enteced into this ~ day of
2009, by and betiroeen the CiTY OF AUBURN, a muniapal carporatian of the State of
Washington (hereinafter refemed #o as the gCiTY"), and Resource Siewards, LLC
{hereinafter referred to as the "GONSULTANT'}, as an Amendrrent ta the Agreement
betvmen the parties for AG-S-032 executed on the 13th day of July 2009
The changes to the agreement are described as follows:
1. CONTRACT TERAA: The ferm o€ the Agreement fcx Professianal Services is
extended to June 30, 2010.
2. SCOPE OF WORK: The scQpe af work is modified to inctude those #asks identified
in Exhibit A.
3. COMPENSATIQN: This Amendmetrt increases the amount by $7,404.00, to a tota{
contract value of $22,000.00. Exhibit B, which is attached hereta identifies the basis
of tiiis Amendment and by this referertee made part of this Amendment.
RElNAINING TERMS UNGHANGE[}: That ail other provisions of the Pgreertent
betwcen the parties for AG-S-032 executed on ihe 13th day of July 2009 sha11 remain
unchanged, and in futi force and effect.
IN WITNESS WHEREQF the parties hereto have executed this Agreement as of the
day and year first above written.
RESOURCE STEINARDS
By:
Author' etl signature
t UB
Peter B. Lewis, Mayor
ATTEST (Qptionat):
By:
1ts:
Amer►dmen# Na. ='i; tor Agreetrtent No_ AG-S-032
Resource Stewards
Page 1 af 2
ATTEST:
Qanielte E. Daskam, Aubum City Clerk
/
Appraved as ta farm (4ptionai):
Attarney for (Other Party)
Amendment Ala. 1 for Agreernent No. AG-S-032
Resource Stewards
Page 2 of 2
,4ppr eci as t rm:
. .
aniet B. He , Aubum City ttomey
EXHlBIT "B"
PROJECT CQMPENSATION
Compensation shali be on a time and matetials basis with a not-to-exceed agreement
amount of $7,000. Time wiQ be reimbursed at $80.00 per hour.
Task Descrintion Not ta Facceed
Task 1. Business C)rganics Recylcing Program $3,000.00
lmptementation Assistance and Qufreadh
Task 2. Qrganics Recyding Program Uutreach $0.00
(Gaod Oie Days)
Task 3. Residentiat Organics Recycling Survey $0.00
Task 4. Aubum School Recyciing Program $4,000.00
TC?TAL CQMPENSATlQN $7,000,00
DIRECT NON-SALARY REIMBURSABI.E EXPENSES
• Outside Reproduction Fees
• Materiats and Suppties - pertaining to tasks
• Miieage at $0.55/mile or the cuRent approved {RS rate.
Atl direc# non-salary reimbursemenfs are at east wi#h no mark-up.
Exhibit 8 AG-S-032, Amencknent No. 1
Page 2 of 2
EXHIBtT "A"
SCQPE t7F WORK
Resource Stewards, U.C wilS infiafe work on the tasks outlined in this Exhibit anfy on an
"as assigned' basis by fihe Gity. Resoucce Stewarcis, l.LC witl only engage in work on
these tasks after work products, timelines, arxf objectives are more fuliy defined by #he
City, and a"not to exceed" budget is establisheci for specific task components.
Tasic 4. Aubum School Recvclina Proaram
Provider wiff provide directed schools outreach including presentaiions, on-site waste
audit surveys, anci outreach materials developrnent and distribution, outreach and
training wittt lcey-on-sfte persannei and designated recyding Pra9ram usei-s and senrice
providers, or other reiated assistance, including provision of rec:ognifion far exemplary
perfarmance,
Exhibit B AGS-032, Amendment No. 1
Page 1 af 2
A3. I 3
CITY OF
Peter B. Lewis, Mayor
A._BURN
WASHINGTON 25 West Main Street * Auburn WA 98001-4998 * www.auburnwa.gov * 253-931-3000
February 8, 2011
Kim Ducote
Resource Stewards
94146 th Avenue SW
Seattle, WA 98106-3047
RE: Agreement for Professional Services, AG-S-032
Business Organics Recycling
Dear Ms. Ducote:
This letter is to inform you that the above-referenced Agreement for Professional Services
is being closed at this time. Our records indicate that we processed the final payment for
this agreement on June 21, 2010 for invoice #1014 in the amount of $3,080.00. If you
feel that this Agreement for Professional Services should not be closed, or if there are
any outstanding invoices, please inform me by February 21, 2011.
Thank you for your firm's professional services in work related to the Business Organics
Recycling project. If you have any questions please call me at 253.931.3047.
Sincerel ,
9
Kathleen Edman
Solid Waste Customer Care
Utilities Department
KE/ja/hg
cc: Dani Daskam, City Clerk
AG-S-032
AUBURN* MORE THAN YOU IMAGINED