HomeMy WebLinkAboutResource Stewards LLC AG-S-042
CITY OF AUBURN
AGREEMENT FOR SERVICES
AG-S-042
THIS AGREEMENT made and entered into on this day of
2010 by and between the City of Auburn, a municipal corporation of the State 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 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:
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 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.
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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..
1 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.
E 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
I licenses and certifications to perform the services provided for herein, and is
qualified to perform such services.
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l 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.
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.
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6. Acceptable Standards
j 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
A herein, the City shall pay the Provider the fees and costs specified on Exhibit "B"
which is attached hereto and by this reference made a part of this Agreement (or
as specified in an Amendment). Compensation shall include all Provider's
expenses including, but not limited to, overhead, profit, and direct non-salary costs.
The total amount of compensation within this agreement shall not exceed
$1,000.00.
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,
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subject to any conditions or provisions in this Agreement or Amendment. The
Agreement number must appear on all invoices submitted.
8. 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 dA' 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
April 15, 2011.
9. Ownershiv 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.
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 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 Agreement
This Agreement shall be administered by Kim DucoW 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 Resource Stewards, LLC
Kathleen Edman Kim DucoW
Solid Waste Customer Care Specialist Principal
25 W Main St PO Box 46328
Auburn, 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 auburnwa.gov E-mail: Kim .ResourceStewards.com
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
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delivered in person or deposited in the United States mail, postage prepaid, for
mailing by certified mail, return receipt requested, and addressed, if to a party of
this Agreement, to the address for the party set forth above.
Either party may change his, her or its address by giving notice in writing, stating
his, her or its new address, to the other party, pursuant to the procedure set forth
! above.
14. Insurance
I 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
1 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.
f
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
i 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 for 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:
j 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.
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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:VI1.
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 indemnify and hold the City and its officers 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 of 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. 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.
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
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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
1
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.
f The City may terminate this Agreement upon not less than seven (7) days written
f notice to the Provider if the services provided for herein are no longer needed from
the Provider.
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j 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.
20. Parties in Interest
j 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.
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j 21. 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.
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,
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.
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23. 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
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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 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.
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 OF AUBUR RESOURCE STEWARDS
Peter B. Lewis, Mayor Sig ature
Name: Kim Ducote
Attest: Title: Principal
Danielle Daskam City Clerk
Federal Tax ID No. ~f
Zniel Z." ttorne
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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
i the City, and a "not to exceed" budget is established for specific task components.
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Task 1 Auburn School District In-Service Day Workshop
Resource Stewards, LLC (Provider) will create (design and plan) and implement a half-
day in-service workshop focused on sustainability for Auburn School District teachers
i and staff on March 14, 2011.
The goal of the In-Service Workshop is to increase the awareness of effective waste
reduction, recycling and other natural resource conservation methods among City of
Auburn school teachers and staff, so that current and future recycling programs in the
schools will be effective and sustainable.
With the assistance from the City Solid Waste Customer Care Specialist, the Provider
will determine topics for workshop presentations and coordinate inviting speakers.
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Topics for the workshop may include, but are not limited to, Environmental Education
Program, Recycling, Waste Reduction, Food Composting, Water Conservation,
Creating and Sustaining Green Teams, and Energy Conservation.
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The Provider will create an informational flyer for the Auburn School District to distribute
to teachers and staff to invite them to the workshop. The Provider will send speakers
reminder notices. The Provider will assist in implementation of workshop and will
moderate the workshop or find an experienced moderator in the subject of
sustainability.
! Provider will create a workshop evaluation survey for teachers and staff and write a
summary of from the surveys.
Task #1 Timeline:
Create outline of workshop 1.0 hours October 2010
Determine presentation topics 1.0 hours October 2010
Select and confirm workshop location 0.5 hour October 2010
Select and confirm moderator 0.5 hour November 2010
s Select and invite presentation speakers 0.5 hour November 5, 2010
Confirm presentation speakers 0.5 hour December 17 2010
Send informational flyer to ASD 0.25 hour January 7, 2011
Send workshop reminder to speakers 0.5 hour February 14 & March 1, 2011.
Create workshop survey 0.5 hour February 29, 2011
Implement and moderator workshop 4.75 hours March 14, 2011
Evaluate workshop surveys & write summary 1.5 hours March-31, 2011
12.0 hours
Total Hours
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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 $1,000.00. Time will be reimbursed at $80.00 per hour.
Task Description Not to exceed
Task 1. Aubum School District In-Service Workshop $1,000.00
Planning, Implementation & Evaluation - (12.0 hours)
TOTAL COMPENSATION $1,000.00
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.
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