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HomeMy WebLinkAboutResource Stewards LLC AG-S-040A,s.►4,.3 CITY OF AUBURN AGREEMENT FOR SERVICES AG-S-040 / THIS AGREEMENT made and entered into on this ~day of (d , 2010, by and between the City of Auburn, a municipal corporation of the %ate of Washington, hereinafter referred to as "City" and Resource Stewards LLC, PO Box 46328 Seattle, WA 98146, hereinafter referred to as the "Provider." WITNESSETH: WHEREAS, the City is in need of the services of individuals, employees or firms for Multifamily Recycling Program Phase 1 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 performance 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 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-40 Resource Stewards LLC Page 1 of 8 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 compensatian 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 Rearesentations The Provider hereby represents and warrants that the Provider has all necessary licenses and certifications to perform the services provided for herein, and is qualified to perForm such services. 5. Citv'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. d. Examine and evaluate all 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. 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. 7. 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 ExhibiY "B" which is attached hereto and by this reference made a part of this Agreement (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 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 Provider thereafter in the normal course, subject to any conditions or provisions in this Agreement or Amendment. The AG-S-40 Resource Stewards LLC Page 2 of 8 Agreement number must appear on all invoices or statements submitted. The not- to-exceed amount for this agreement is $17,825.00. 8. Time for Performance 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 othervvise agreed to in writing by the parties. All work under this Agreement shall be completed by December 31, 2010. 9. 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 beneficiat to the City. 10. Records Inspection and Audit All compensation payments shall be subject to the adjustments for any amounts found upon audit or othenwise 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 !n 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. 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: Citv of Auburn Kathleen Edman Solid Waste Customer Care Specialist 25 W Main St Auburn, WA 98001-4998 Phone: 253-931-3047 Fax: 253-333.8890 E-mail: kedman@auburnwa.gov Resource Stewards, LLC Kim Ducote Principal PO Box 46328 Seattle, WA 98146 Phone: 206-551-4850 Fax: 206-767-3030 E-mail: Kim@ResourceStewards.com AG-S-40 Resource Stewards LLC Page 3 of 8 13. Notices Ali 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, i# to a party o# this Agreement, to the address for the party set forth abave. 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. 14. Insurance The Provider shall procure and maintain 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 maintenance of 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 (!SO) form CA 00 01 or a substitute form providing equivalent liabitity coverage. If necessary, the policy shall be endorsed to provide contractual liabitity coverage. Provider shall maintain automobile insurance with minimum combined single timit 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 Commercia! General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. There shafl 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-Compfeted Operations endorsement CG 20 37 10 01 or substitute endorsements providing equivalent coverage. Commercial Genera{ 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. AG-S-40 Resource Stewards LLC Page 4 of 8 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: 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 shall be excess of the Provider's insurance and shall 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 furnish 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. Indemnification/Hold Harmless The Provider shall defend, indemnify and hold the City and its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Provider and the City, its officers, officials, employees, and volunteers, the Provider's liability hereunder shall be only to the extent of the Provider's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Provider's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 16. Assi ng ment AG-S-40 Resource Stewards LLC Page 5 of 8 Neither par#y to this Agreement shall assign any right or obligation hereunder in whnle 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 liabili#y or obligation. 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, calor, 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, modificatinn 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 substar,tially 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 tonger needed from the Provider. lf 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. 20. Parties in Interest This Agreement shall be binding upon, and the benefits and obligations provided for herein shall inure tn and bind, the parties hereto and their respective successors and assigns, proyided 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 relatianship with or exist for the benefit of any third party, including contractors, sub-contractors and their sureties. 21. Costs to Prevailinq Partv AG-S-40 Resource Stewards LLC Page 6 of 8 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 property or project is located, and if not site specific, then in King County, iNashington; 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. 23. Caqtions, HeadinQS 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. 24. 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. 25. Entire Aqreement This Agreement contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings befinreen the parties with respect to such subject matter. 26. Counterqarts 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. AG-S-40 Resource Stewards LLC Page 7 of 8 CIT7~z ~Peter B. Lewis, Mayor Attest: Danieile Daskam City Clerk App e s to form: D niel B. Heid, City Attorney RESOURCE STEWARDS, LLC im ucote Name: Kim Ducote Title: Principal Federal Tax ID No: AG-S-40 Resource Stewards LLC Page 8 of 8 AG-S-040 EXHIBIT A SCOPE OF WORK Resource 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 actions after work products, timelines, and objectives are more fully defined by the City and a"not-ta exceed° budget is established for specific task components. Task 1: Multi-Familv Recyclinq Program Phase I- Implementation Assistance and Outreach Resource Stewards, LLC (Provider) will provide directed multi-family outreach to Auburn residents, which includes multi-family complexes and mobile home parks. Outreach will include, but is not limited to, door-to-door assistance, on-site surveys, outreach materials development and distribution, assistance in container, tote bag, and signage distribution, outreach and training with key-on-site personnel, community leaders, designated recycling program users, and services providers, or other related assistance, including provision of recognition for exemplary perFormance and awards. The goal of the multi-family outreach is to increase recycling participation by 12% and waste diversion by 8.5%, and increase the awareness of effective waste reduction and recycling methods among City of Auburn multi-family properties. Action included in Task 1: Uqdate Multi-familv and Mobile Home Park Account Database: (July - Auqust, 2010) Provider and City will verify the following information at each multi-family property: Name, address, phone number, property owner/manager contact name, number of units, ethnic group(s), languages spoken, solid waste services, and solid waste space requirements. Methods of obtaining information will include, but are not limited to the use of the Cities Utilities Springbrook accounting system; Haulers account list, the Internet, phone calls and site visits. Provider will contact the Auburn School District for census data to identify cultural groups and languages spoken by school. Development Messaainq: (Julv - Auaust. 2010) Provider will research and summarize effective outreach strategies that are relevant to the development of a Multi-Unit Recycling Program in Auburn and report results to the Multi-Unit Outreach Team in August, 2010. Provider and City will design a media piece(s) for multi-family outreach. The provider will coordinate and print media piece(s). Provider will research information and ideas to create a new City Multi-Unit webpage. Communitv Leadershiq Team Traininq: (September - October. 2010: . The City and/or Provider will work with the City Community Diversity Liaison to train a selected Community Leadership Team member, to present the Recycling 8 Waste Reduction messages to their audiences. • The Provider may help the Community Leadership Team with their presentations and delivering educational materials, if needed. Promoting/Delivering ProQram: (Auqust - November 2010) • Provider will contact Multi-unit property managers/owners to provide the following services or information: o Meet with the property manager about enhancing their recycling program. o Arrange a recycling presentation to their property staff, managers and/or residences, if requested. o Help implement a new recycling program. o Handout multi-family tate bags recycle guidelines and other waste reduction and household hazardous waste educational materials to managers and/or residents. o Provide a waste sort of mufti-unit property to determine what educational outreach is necessary to improve waste diversion. Evaluate Proqram and write Summarv af Communitv Leadership Tearn & Proqram Phase I: (December, 2010) • Provider will submit an evaluation summary of the effectiveness of the program by December 31, 2010, which will include an Excel spreadsheet report of multi-unit properties participating in the recycling program, number and size of garbage recycling and yard waste containers, tote bags, signs distributed, and the multi-family solid waste reduction measurements (solid waste container and size adjustments). AG-S-040 EXHIBIT B PROJECT COMPENSATION Compensation shall be on a time and materials basis with a not-to-exceed agreement amount of $17,825.00. Time will be reimbursed at $80.00 per hour. Task Description Not-to Exceed Task 1: Multi-Family Recycling Program - Phase I $17,825.00 Implementation Assistance and Outreach TOTAL COMPENSATION Direct Non-Salarv Reimbursable Exaenses • Outside Reproduction Fees • Materials and Supplies - pertaining to tasks • Mileage at $0.55 per mile or the current approved IRS rate $17,825.00 All direct non-salary reimbursements are at cost with no mark-up. a AMENDMENT #2 TO AGREEMENT NO. AG-S-040 BETWEEN THE CITY OF AUBURN AND RESOURCE STEWARDS, LLC RELATING TO THE MULTI-FAMILY RECYCLING PROGRAM THIS AMENDMENT is made and entered into this ld day of Y , 2011, by and between the CITY OF AUBURN, a municipal corporation of the State of Washington (hereinafter referred to as the "CITY"), and Resource Stewards LLC, (hereinafter referred to as the "CONSULTANT"), as an Amendment to the Agreement between the parties for AG-S-040 executed on the 5th day of July, 2010, and amended by agreement dated the 22nd day of December 2010. The changes to the agreement are described as follows: 1. CONTRACT TERM: The term of the Agreement for Professional Services is extended to June 30, 2011. 2. SCOPE OF WORK: There is a revision to the original scope of work on Exhibit A for "Multifamily Recycle Program Phase I - Implementation Assistance & Outreach". Implementation of Phase II shall be included. 3. COMPENSATION: There is an increase in the amount authorized in.the service agreement of $3,600.00 to fund. the revisions in Exhibit A. REMAINING TERMS UNCHANGED: That all other provisions of the Agreement between the parties for AG-S-040 executed on the 5th day of July, 2010, shall remain unchanged and in full force and effect. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. RESOU E STEWARDS, CITY A 8 N ,L By: Tlytg Ki Ducote', Principal Pet B. Lewis, Mayor ATTEST (Optional): ATTEST: By: Its: 4Daelle E. Daskam, Auburn City Clerk Approved as to form (Optional): ApO'B. as o Attorney for (Other Party) Da Heid A u b u ity orney AG-S-040, Amendment No. 2 Resource Stewards, LLC Page 1 of 4 EXHIBIT "A" SCOPE OF WORK Resource 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: Multifamily Recycling Program Phase If - Implementation Assistance & Outreach Direct Property/Property Owner Outreach Consultant will continue to contact Multifamily property managers/owners & Mobile Home Park property managers with the assistance of the Waste Management Outreach Coordinator, to do all or some of the following: • Meet with the property manager about enhancing their recycling program. • Arrange a recycling presentation to their complex residence. • Starting a recycling program. • Handout multifamily tote bags and recycle guidelines and other waste reduction and household hazardous waste educational materials, door-to-door if possible. • Verify space requirements for solid waste containers. • Meet with King County Housing Authority complexes. • Contact KCHA Resource Conservation Manager Consultant will coordinate follow-up contact to all multifamily properties contacted. • Consultant will make a phone call to property owner/manager. • Waste Management Outreach Coordinator will then make a follow-up site visit. • Waste Management Outreach Coordinator will present a $5.00 Coffee Starbucks Card (provided in-kind by Waste Management as part of the Clean-cart Challenge Program), to those properties that have been successful in decreasing the amount of garbage collected and increase the amount of recycling collected. 43 gift cards are available. Multifamily Listing (Account Listing of garbage & recycling service levels and recycling rates) • Consultant will oversee the update of the Waste Management "Multifamily Listing of Solid Waste Service Levels & Recycling Rates" spreadsheets with the Waste Management Outreach Coordinator. Initial update to be completed by April 15, 2011 and a final report due June 30, 2011. Cultural Diversity Community Outreach Program • Consultant will work with the City of Auburn Community Services Division Liaison to meet with community leaders to provide presentations on increasing the awareness and opportunities to recycle, reduce waste and dispose of household hazardous waste properly in the City of Auburn . • Consult will report to the Solid Waste Customer Care Specialist. Community Meetings • The Consultant will: • Provide at least four (4) presentations at community meetings to promote the Multifamily Recycling Program and handout educational materials. • Provide a monthly report to the Solid Waste Customer Care Specialist of the presentations given, which will include: o The names, addresses of those attending meetings. AG-S-040, Amendment No. 2 Resource Stewards, LLC Page 2 of 4 o A summary of comments and recommendations from the attendees. o List of those who need follow-up and/or multifamily complexes who might like to start a recycling program or enhance their existing program. • Coordinate Neighborhood Community Multifamily or Mobile Home Park meetings, if available, with City of Auburn Community Services Division. Consultant will attend meeting(s) and provide a table with waste reduction, recycling and household hazardous waste disposal materials at the meetings. Media Development City & Consultant will design a new tenant postcard to be mailed in May 2011. • The City will coordinate design, printing and distribution. City & Consultant will design a flyer for tenants, to be mailed in April 2011. • The City will coordinate design, printing and distribution. Evaluate program and write summary of Phase II: (June 2011) Consultant will research current status of hauler solid waste diversion data to determine the effectiveness of the outreach program. Consultant will write a final program summary of Phase II by June 30, 2011. AG-S-040, Amendment No. 2 Resource Stewards, LLC Page 3 of 4 EXHIBIT "B" PROJECT COMPENSATION Compensation shall be on a time and materials basis with a not-to-exceed agreement amount of $3,600. Time will be reimbursed at $80.00 per hour. Task Description Not to exceed Task 1. Multifamily Recycling Program - Phase II $3,600.00 Implementation Assistance and Outreach TOTAL COMPENSATION $3,600.00 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-040, Amendment No. 2 Resource Stewards, LLC Page 4 of 4 AMENDMENT #1 TO AGREEMENT NO. AG-S-040 BETWEEN THE CITY OF AUBURN AND RESOURCE STEWARDS RELATING TO MULTI-FAMILY RECYCLING PROGRAM THIS AMENDMENT is made and entered into this ~ day of ~pm 2010, by and between the CITY OF AUBURN, a municipal corporation of the State of Washington (hereinafter referred to as the "CITY"), and RESOURCE STEWARDS LLC (hereinafter referred to as the "CONSULTANT'), as an Amendment to the Agreement between the parties for AG-S-040 executed on the 5m day of July 2010. The changes to the agreement are described as follows: 1. CONTRACT TERM: The term of the Agreement fro Professional Services is extended to June 30, 2011. .2. SCOPE OF-WORK: There is no change in the scope of work. 3. COMPENSATION: There is no change to the amount authorized in the original agreement. REMAINING TERMS UNCHANGED: That all other provisions of the Agreement between the parties for AG-S-040 executed on the 5th day of July 2010 shall remain unchanged, and in full force and effect. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. RESOURCE STEWARDS LLC C OF A URN By: _ Author: ed signature Peter B. Lewis, Mayor ATTEST (Optional): ATTEST: By: - - Danielle°E. Daskam, Aubum City Clerk Its: Approved as to form (Optional): A pro d as m: Attorney for (Other Party) Daniel B. d, Auburn City torney Amendment No. 1 for Agreement No. AG-S-040 Resource Stewards Page 1 of 3