HomeMy WebLinkAboutResources Stewards, LLC AG-S-058CITY OF AUBURN
AGREEMENT FOR SERVICES BETWEEN THE CITY OF AUBURN AND RESOURCE
STEWARDS, LLC RELATING TO THE SCHOOL RECYCLING PROGAM
AG -S -058
THIS AGREEMENT made and entered into on this //) day of-e,-
2012, 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.
AG -S -058
Page 1 of 10
AMENDMENT#1 TO SERVICE AGREEMENT NO. AG-S-058 BETWEEN
THE CITY OF AUBURN AND RESOURCE STEWARDS
RELATING TO SCHOOLS RECYCLING PROGRAM
THIS AMENDMENT is made and entered into this day of. 2013, 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 "PROVIDER"), as an Amendment to the Service Agreement between the parties for AG-S-
058 executed on the 10'h day of February, 2012.
The changes to the agreement are described as follows:
1 CONTRACT TERM: There is no change to the date of termination.
2. SCOPE OF WORK. There is no change in the scope of work.
3. COMPENSATION: The amount of this amendment is $14,250.00. The total agreement
amount is increased to a total of$40,250.00.
4. REMAINING TERMS UNCHANGED: That all other provisions of the Agreement between j
the parties for AG-S-58 executed on the 10th day of February 2012, 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.
RESOURC STEWARDS, LL C UR
By
Authonzed signature Peter B. Lewis, Mayor
ATTEST (Optional): ATTEiS'T� n
By
Its: Danielle E. Daskam, Auburn City Clerk
Approved as to form (Optional): Appro as orm:
A Z)o
Attorney for(Other Party) Daniel B. eid, ubu n it Attorney
i
-----------------------------------------------------
Amendment No. 1 for Agreement No.AG-S-058
Resource Stewards, LLC
Page 1 of 1
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 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 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 $26,000.00
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, subject to any
AG -S -058
Page 2 of 10
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,
2013.
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: kedmaneauburnwa.gov E -mail: KimResourceStewards.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 delivered in person
AG -S -058
Page 3 of 10
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.
i ..
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 (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:
a. The Provider's insurance coverage shall be primary insurance as respects the City.
l � 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.
AG -S -058
Page 4 ofk0
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.
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
AG -S -058
Page 5 of 10
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'Ithe 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.
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
AG -S -058
Page 6 of, 10
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.
Peter B. Lewis, Mayor
Attest:
Danielle Daskam City Clerk
Approved as to form:
Daniel B. Hei
AG -S -058
Page 7 of 10
, city Attorney
RESOURCE STEWARDS, LLC
Sigfature
Name: Kim Ducote
Title: Principal
Signature
Name:
Title:
Federal Tax ID No: c '3 c -/`7 55-
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. Auburn School Recycling Education & Outreach Program
The Provider, in conjunction with the City, will provide school recycling and waste
prevention outreach directed at Auburn School District (ASD) students. City staff and
Provider will coordinate with the Auburn School District's Resource Conservation Manager
(RCM) to conduct school waste audits, recycle program tune -ups, staff trainings, reduction
and recycling classroom presentations, and to promote King County School Programs,
Washington Green Schools and other regional recycling programs. The Provider will
present the City Grade 3 "Waste Reduction & Recycling" and the Puget Sound Energy
Grade 8 (Science) "Powerful Choices" presentations, and other waste reduction
presentations to various grades, upon request, to students in ASD.
Waste reduction and recycling education and outreach will be offered through multiple
methods which may include, but are not limited to: classroom presentations, on -site visits
and training, informational hand -outs, and promotional events and /or items.
Goal Statement: The goal of this task is to increase waste reduction and recycling
awareness among Auburn's students, resulting in more positive waste management
behaviors both at home and school.
Outcome Statement: Over the 18 -month Coordinated Prevention Grant and 24 -month
King County Waste Reduction and Recycling Grant periods, the Provider will give 50
elementary third grade classroom presentations, 50 eighth grade (Science) classroom
presentations and promote other local environmental programs and presentations, upon
request.
Expected Outcome of Outreach:
Recycling: Collect 1,325 total tons from 19 ASD schools
Method of Evaluation: The Provider will evaluate this task by the number of students
reached through classroom presentations. The Provider will create and implement a
survey for the students before and after the presentations to determine the effectiveness of
the presentations. The City will work with the Provider and the ASD Resource
Conservation Manager to track the tons recycled at each school.
AG -S -058
Page 8 of 10
Work Plan, Deliverables and Activities
• February - March 2012: Meet with Auburn School District RCM and City to plan 2012
outreach; Update recycling & waste reduction information & presentations.
• March 31, 2012: Provide program update summary, including data spreadsheet of
number of presentations and students contacted.
• March - June 2012: Promote & deliver - recycling & waste reduction information,
presentations and program tune -ups.
• June 30, 2012: Meet with RCM & City to evaluate 2012 outreach and write summary,
including data spreadsheet of number of presentations and students contacted.
• August 2012: Meet with RCM and City to plan 2012 -2013 school year outreach;
update recycling & waste reduction information & presentations.
• September - December 2012: Promote & deliver recycling information, classroom
presentations and program tune -ups.
• September 30, 2012: Provide program update summary, including data spreadsheet
of number presentations and students contacted.
• December 31, 2012: Evaluate & write summary for the first half of 2012 -2013 school
year, including data spreadsheet of number presentations and students contacted.
• January to June 2013: Promote & deliver recycling information, classroom
presentations and program tune -ups.
• March 31, 2013: Provide program update summary, including data spreadsheet of
number of presentations and students contacted.
• June 30, 2013: Meet with RCM and City to evaluate 2013 outreach and write
summary, including data spreadsheet of number presentations and students contacted.
• August 2013: Meet with RCM and City to plan 2013 -2014 school year outreach;
update recycling & waste reduction information & presentations.
• September - December 2013: Promote & deliver recycling information, classroom
presentations and program tune -ups.
• September 30, 2013: Provide program update summary, including data spreadsheet
of number presentations and students contacted.
• December 2013: Meet with RCM & City to evaluate 2013 outreach and overall 2011
and 2012 -2013 school year outreach.
• December 31, 2013: Final Summary & create Final Data Spreadsheet for the 2012 &
2012 -2013 schools years, including data spreadsheet of number of presentations and
students contacted - conclusion of contract.
AG -S -058
Page 9 of 10
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.=: '
EXHIBIT "B"
_
Tp, - ; ..•
PROJECT COMPENSATIONJ,-Ke7,1c1 -.
CortiperiSatiOn-Slialltie orfa4iriie.ind materialSibarSis'with36. nof-toLexceecfagreernant.
amouritof $26,000.00: Time will be reirntitirsedva.$80'.00«perjhotir..:
- : 31 r'f)
Task •" -
Task • 1.
; • • ..■. • "%C. ;"' • •' - •
Auburn School Recycling. program,: • .7: . 7.- . • - $19000:00‘
January 1 :,?fdir.117JUPIV•3-0;"'20111'.."'"
Auburn School Recycling '.Prograhl _ . _,.$7„0,01190
criL;;Yrr.ei-r i5t..411-1•:'?!...j'
July 1s, 2013•-December 31,2013
•,?---11' (10,=.1'),Xit.; •
z
!iir;
TOTAL COMPENSATION $26,000.00
:0/ :f;"
kV') :4!": 471.1e1-1
DIRECT NONrSALARY REIMBURSABLE:EXPENSES
" •-• "- r_ • .N7 ;- •
• • id
ut
Ose.Reproduction,Fees- '- •
!`:7?2'
.)t`4.4'J•1/7P
• - Materials and Supplies — pertaining to tasks -,-• — • -- - A -
• Mileage)at 5:525-3teritS/rnileorittfectkreht2apprOVe& IRS rate:1
it1‘79.-1-(■.?.ht=731qE F-r' iht'7)11
• •
All direct:nonsalary reimbursementsare)atcost,with'..no markzup::, ±i•%,
r--1 on DC:
,, i
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'ND.) tri
AG-S-05
Page 10 of 10
AMENDMENT#1 TO SERVICE AGREEMENT NO. AG-S-058 BETWEEN
THE CITY OF AUBURN AND RESOURCE STEWARDS
RELATING TO SCHOOLS RECYCLING PROGRAM
THIS AMENDMENT is made and entered into this day of L4W 2013, 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 'PROVIDER"), as an Amendment to the Service Agreement between the parties for AG-S-
058 executed on the 10'h day of February, 2012.
The changes to the agreement are described as follows:
1 CONTRACT TERM: There is no change to the date of termination.
2. SCOPE OF WORK. There is no change in the scope of work.
3. COMPENSATION: The amount of this amendment is $14,250.00. The total agreement
amount is increased to a total of$40,250.00.
4. REMAINING TERMS UNCHANGED: That all other provisions of the Agreement between
the parties for AG-S-58 executed on the 10th day of February 2012, 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.
RESOURC STEWARDS, LL C UR
By
Authorized signature Peter B. Lewis, Mayor
ATTEST (Optional): ATTEST
BY'
t� /��✓ -�
Its: Danielle E. Daskam, Auburn City Clerk
Approved as to form (Optional) Appro d as orm:
Attorney for(Other Party) Daniel B eid, ubu n it Attorney
--------------------------------------------------------
Amendment No. 1 for Agreement No.AG-S-058
Resource Stewards, LLC
Page 1 of 1
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