HomeMy WebLinkAboutResource Stewards LLC AG-S-052 A ( , 3
CITY OF AUBURN
AGREEMENT FOR SERVICES BETWEEN THE CITY OF AUBURN AND
RESOURCE STEWARDS, LLC RELATING TO THE
SCHOOL RECYCLING PROGAM
AG-S-052
d^
THIS AGREEMENT made and entered into on this /b day of
2011, by and between the City of Auburn, a municipal corporation of the tate 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.
AG-S-052
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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 "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, 2011.
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 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 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:
City of Auburn • Resource Stewards, LLC
Kathleen Edman Kim Ducote
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(a�auburnwa.gov E-mail: Kim(a.ResourceStewards.com
AG-S-052
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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 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
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:
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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 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:
AG-S-052
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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 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 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.
AG-S-052
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•
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 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.
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 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.
AG-S-052
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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
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.
CIT OF AUB. Resource Stewards, LLC
LI, al 46
i
Peter =. ewis, Mayor Si•nature
Name: Kim Ducote
Attest: Title: Principal
X41 , . u1
Danielle Daskam City Clerk Signature
Name:
Appr• -d as to form: Title:
I
f.i/ _i I Federal Tax ID No: g6 -322/Q35
'el B. '--Vrirr ttorne
AG-S-052
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• 0
: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,
Taski. Auburn School Recycling Program _ • __ i.. ..
Provider.will provide directed schools outreach, including presentations (primary "Waste
Reduction & Recycling" and middle school '`Powerful Choices— Land &Water"), on-site
school waste audit surveys, and outreach materials development and distribution,
outreach and training with key-on-site school personnel and designated recycling -
program-users and serviceproviders, or other related assistance, including provision of
recognition for exemplary performance.
•
AG-S-052
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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$4,135.00. Time will be reimbursed at$80:00 per hour.
Task Description Not to exceed
Task 1. Auburn School Recycling Program $4,135
Outreach & Education Assistance
TOTAL COMPENSATION $4,135
DIRECT NON-SALARY REIMBURSABLE EXPENSES
• Outside Reproduction Fees
• Materials and Supplies— pertaining to tasks
• Mileage at 55.5 cents/mile or the current approved IRS rate.
All direct non-salary reimbursements are at cost with no mark-up.
AG-S-052
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*
CITY ++
AUB1JRN Peter B. Lewis, Mayo
WASHINGTON 25 West Main Street * Auburn WA 98001-4998 * www.auburnwa.gov * 253-931-3001
August 18, 2011
Kim Ducote
Resource Stewards LLC
PO Box 46328
Seattle, WA 98146
RE: Agreement No. AG-S-052
Auburn School Recycling Program
Contract Execution
Dear Ms. Ducote:
Enclosed please find an executed copy of the above-referenced Agreement. This letter
serves as your Notice to Proceed. For the City's tracking and record keeping purposes,
please reference AG-S-052 on all correspondence and related material.
Please send certificate(s) of insurance evidencing your coverage, specific to AG-S-052,
as required per Section 15 to the attention of JoAnne Andersen, Contracts Administration
Specialist, at the address listed at the top of this letterhead.
As the project manager, I am the designated contact for this agreement and all
amendments. Questions, assignments and coordination shall be routed through me.
You can contact me at 253-931-3047.
Sincer ly, l
'G4l'( 2Z,-_
Kathleen Edman
Solid Waste Customer Care
Utilities Department
KE/ja/cw
Enclosure
cc: Dani Daskam, City Clerk
AG-S-052
AUBURN * MORI THAN YOU IMAGINE[
CITY OF
AUBURN
WASHINGTON
February 9, 2012
A3. (G.3
Peter B. Lewis, Mayor
25 West Main Street * Auburn WA 98001 -4998 * www.auburnwa.gov * 253 -931 -3000
Kim Ducote
Auburn Schools Recycling Program
P.O. Box 46328
Seattle, WA 98146
RE: Agreement for Professional Services, AG -S -052
Auburn Schools Recycling Program
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 January 3, 2012 for invoice #1046 in the
amount of $891.20. 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 23, 2012.
Thank you for your firm's professional services in work related to the Auburn
Schools Recycling Program. If you should have any questions, feel free to give
me a call at 253.931.3047.
Sincerely,
0(41A //12,4-
Kathleen Edman
Solid Waste Customer Care
Utilities Department
KE /cw /hg
cc: Dani Daskam, City Clerk
AG -S -052