HomeMy WebLinkAboutVadis AG-S-006
A~ 'fo.3
CITY OF AUBURN
AGREEMENT FOR SERVICES
AG-S-006
THIS AGREEMENT made and entered into on this .::S t:: day of &~,
2005, 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 W A 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 conne:ction 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 perfonmance 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
AG-S-006
November 23,2005
Page 1 of 7
-^,~_,.",."."..'-- ! --~
respects, any Amendment shall supplement and be construed in accord,mce 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-006
November 23,2005
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 l"emit payment
to the Provider thereafter in the normal course, subject to any conditions Ol" 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 31,2006.
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 ofthis 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 Art Brockway, 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-006
November 23,2005
Page 3 of 7
-.-.--.-
City of Auburn V ADIS
Sharon Hlavka Art Brockway
Solid Waste Supervisor Commercial Services Manager
25 W Main St 1701 Elm Street
Auburn, W A 98001-4998 Sumner W A 98390
Phone: 253.931.5103 Phone: 253.863.5173 Ext. 246
Fax: 253.931.3053 Fax: 253.863.2040
E-mail: shlavka@auburnwa.gov E-mail: art@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 certifie:d 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 tenn 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, hirE:d 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 a minimum combined single limit for bodily
injury and property damage of$l,OOO,OOO per accident.
b. Commercial General Liability insurance shall be written on ISO occummce 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
AG-S-006
November 23,2005
Page 4 of 7
_"'_~'___'_"""__',_N
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.
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.
AG-S-006
November 23,2005
Page 5 of 7
- --
20. Termination and Suspension.
Either party may terminate this Agreement upon written notice to the othl~r 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 gov{:med 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 inh::rchangeable.
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.
AG-S-006
November 23,2005
Page 6 of 7
--_.......
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.
~
,
~ ./
"
C-I(7Zt C::>7D~--y.2~ C/t.l:?t' 5m~
Attest: Title: bGZc;.:7f7~ .Z:}/2eL(lJA2-
~~ Signature
Dani~ Daskam City Clerk
Name:
Title:
AG-S-006
November 23,2005
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 V AD IS Litter Crew shall perform the following:
A. Specific Tasks.
1. Solid Waste.
V ADIS 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
Supervisor 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 Drainaoe.
Collect and remove tree leaves, limbs, trash and other debris from thl3 top of
storm water catch basins and from the sidewalk curbs and gutters as assigned.
5. Job Assionment Priorities.
Task assignments are subject to change and prioritization by the CITY Solid
Waste Supervisor, Department of Finance.
B. Examination of Work Sites
V AD IS shall examine all work sites thoroughly before commencing work at the site.
It shall be the responsibility of V ADIS 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 Supervisor 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 trai
Recyclina Crew
AG-S-006
Exhibit A
Page 1 of 2
_'.~_."_".._m._..____ ---
The V ADIS Recycling Crew shall perform the following:
A. Specific Tasks.
V ADIS will collect recyclables from the recyclable containers and maintain the
recycling receptacles in the City of Auburn City Parks. V ADIS will bring ,a second
crew available for 15 hours per week. The second crew will be supervis1ed and will
bring a second V ADIS vehicle.
B. Hours.
V ADIS 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-006
Exhibit A
Page 2 of 2
EXHIBIT B
RESPONSIBILITIES
VADIS
Litter Crew
The V ADIS 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 Elmployees.
Individuals who perform work under this Agreement must be carried on V ADIS'
payroll. V ADIS is responsible for administering and paying employee wages,
benefits and all other employee-related costs. Although V ADIS 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
V ADIS employee work and will have authority to represent V ADIS in the day-to-day
activities. The V ADIS 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 supE3rvisor
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 wElek of the
month, one day the second week of the month, and one day the third welek of the
month.
3. V ADIS 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 V ADIS' 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. V ADIS 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 V ADIS 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. V ADIS shall provide a motor vehicle to transport its employees to and from the
designated work sites. V ADIS' 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-006
Exhibit B
Page 1 of 2
_..-._-" ~-~ ---
7. V ADIS 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 V ADIS for its use in the collection of litte.r, 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 V ADIS 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 V ADIS and the CITY. ThEl 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-006
Exhibit B
Page 2 of 2
EXHIBIT C
FEE SCHEDULE
Not- To-Exceed
Monthlv Fee # of Months Amount
Litter Crew $ 6,535 12 $ 78,420
Recycling Crew $ 2,938 6 $17.628
Total Not To Exceed Amount $ 96.048
AG-S-006
Exhibit C
Page 1 of 1
. ~'"",-,_._.,...,- r ----