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HomeMy WebLinkAboutAG-S-062 - VADIS CITY OF AUBURN AGREEMENT FOR SERVICES AG-S-062 THIS AGREEMENT made and entered into on this cJay of 2012, by and between the City of Auburn, a municipal corporation of the State of Washington, hereinafter referred to as "City" and Vadis, 1701 Elm Street, Sumner WA 98390, hereinafter referred to as the "Provider " WITNESSETH WHEREAS, the City is engaged in or readying itself to be engaged in its litter control and recycling program and is in need of services of individuals, employees or firms for litter control and recycling work; and, WHEREAS, the City desires to retain the Provider to provide certain services in connection with the City's work related to litter control and recycling, and, WHEREAS, the Provider is qualified and able to provide services in 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 incorporated herein by this reference. (The tasks described on Exhibit "A" shall be individually referred to as a "task," and collectively referred to as the "services.") The Provider shall perform the services as an independent contractor and shall not be deemed, by virtue of this Agreement and the performance thereof, to have entered into any partnership, joint venture, employment or other relationship with the City 2. Additional Services From time to time hereafter, the parties hereto may agree to the performance by the Provider of additional services with respect to related work or projects Any such agreement(s) shall be set forth in writing and shall be executed by the respective parties prior to the Provider's performance of the services there under, except as may be provided to the contrary in Section 3 of this Agreement. Upon proper completion and execution of an Amendment (agreement for additional services), such Amendment shall be incorporated into this Agreement and shall have the same force and effect as if the terms of such Amendment were a part of this Agreement as originally executed. The performance of services pursuant to an Amendment shall be subject to the terms and conditions of this Agreement except where the Amendment provides to the contrary, in which case the terms and conditions of any such Amendment shall control. In all other respects, any Amendment shall supplement and be construed in accordance with the terms and conditions of this Agreement. AG-S-062 Vadis Page 1 of 7 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 8 of this Agreement. 4 Provider's Representations The Provider hereby represents and warrants that he has all necessary licenses and certifications to perform the services provided for herein, and is qualified to perform such services. 5 City's Responsibilities The City shall do the following in a timely manner so as not to delay the services of the Provider a. Designate in writing a person to act as the City's representative with respect to the services. The City's designee shall have complete authority to transmit instructions, receive information, interpret and define the City's policies and decisions with respect to the services. b Furnish the Provider with all information, criteria, objectives, schedules and standards for the project and the services provided for herein. c. Arrange for access to the property or facilities as required for the Provider to perform the services provided for herein. Specific responsibilities of the City are set forth in Exhibit B, which is attached hereto and by this reference made a part of this agreement. 6 Provider's Responsibilities Specific responsibilities of the Provider are set forth in Exhibit B, which is attached hereto and by this reference made a part of this agreement. 7 Acceptable Standards The Provider shall be responsible to provide, in connection with the services contemplated in this Agreement, work products and services of a quality and professional standard acceptable to the City 8 Compensation As compensation for the Provider's performance of the services provided for herein, the City shall pay the Provider the fees and costs specified on Exhibit "C" attached hereto and made a part hereof (or as specified in an Amendment). The Provider shall submit to the City an invoice or statement of time spent on tasks included in the scope of work provided herein, and the City shall process the invoice or statement in the next billing/claim cycle following receipt of the invoice or statement, and shall remit payment to the Provider thereafter in the normal course, subject to any AG-S-062 Vadis Page 2 of 7 conditions or provisions in this Agreement or Amendment. The Agreement number must appear on all invoices submitted. 9 Time for Performance and Term of Agreement The Provider shall not begin any work under this Agreement until authorized in writing by the City The Provider shall perform the services provided for herein in accordance with the direction and scheduling provided on Exhibit "A" attached hereto and incorporated herein by this reference, unless otherwise agreed to in writing by the parties. The Term of this Agreement shall terminate on December 31, 2014 10 Ownership and Use of Documents All documents, reports, memoranda, diagrams, sketches, plans, surveys, design calculations, working drawings and any other materials created or otherwise prepared by the Provider as part of his performance 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 11 Records Inspection and Audit All compensation payments shall be subject to the adjustments for any amounts found upon audit or otherwise to have been improperly invoiced, and all records and books of accounts pertaining to any work performed under this Agreement shall be subject to inspection and audit by the City for a period of up to three (3) years from the final payment for work performed under this Agreement. 12. Continuation of Performance In the event that any dispute or conflict arises between the parties while this Contract is in effect, the Provider agrees that, notwithstanding such dispute or conflict, the Provider shall continue to make a good faith effort to cooperate and continue work toward successful completion of assigned duties and responsibilities. 13 Administration of Agreement This Agreement shall be administered by Wayne Perrault, 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 VADIS Joan Nelson Mary Bushnell Solid Waste & Recycling Supervisor Group Employment Manager 25 W Main St 1701 Elm Street Auburn, WA 98001-4998 Sumner, WA 98390 Phone. 253-876-1900 Fax: 253-863-2040 E-mail: jenelson @auburnwa.gov E-mail: mary(cDvadis.org 14 Notices All notices or communications permitted or required to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or deposited in the United States mail, postage prepaid, for mailing by certified mail, AG-S-062 Vadis Page 3 of 7 return receipt requested, and addressed, if to a party of this Agreement, to the address for the party set forth above. Either party may change his, her or its address by giving notice in writing, stating his, her or its new address, to the other party, pursuant to the procedure set forth above. 15 Insurance The Provider shall be responsible for maintaining, during the term of this Agreement and at its sole cost and expense, the types of insurance coverages and in the amounts described below Insurance is to be placed with authorized insurers in Washington State with a current A.M. Best rating of not less than A- VII The Provider shall furnish evidence, satisfactory to the City, of all such policies. During the term hereof, the Provider shall take out and maintain in full force and effect the following insurance policies. a. Automobile Liability insurance, covering all owned, non-owned, 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 minimum combined single limit for bodily injury and property damage of$1,000,000 00 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 Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85 There shall be no endorsement or modification of the Commercial General Liability insurance for liability arising from explosion, collapse or underground property damage. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured- Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing equivalent coverage. Commercial General Liability insurance shall be written with limits no less than $1,000,000 00 each occurrence, $2,000,000 00 general aggregate, and a $2,000,000 00 products-completed operations aggregate limit. c. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 16 Indemnification The Provider shall indemnify and hold harmless the City and its officers, agents and employees, or any of them from any and all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever, by any reason of or arising out of the negligent act or omission of the Provider, its officers, agents, employees, or any of them relating to or arising out of the performance of this Agreement. If a final judgment is rendered against the City, its officers, agents, employees and/or any of AG-S-062 Vadis Page 4 of 7 them, or jointly against the City and the Provider and their respective officers, agents and employees, or any of them, the Provider shall satisfy the same to the extent that such judgment was due to the Provider's negligent acts or omissions. 17 Assignment Neither party to this Agreement shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party hereto. No assignment or transfer of any interest under this Agreement shall be deemed to release the assignor from any liability or obligation under this Agreement, or to cause any such liability or obligation to be reduced to a secondary liability or obligation. 18 Nondiscrimination The Provider may not discriminate regarding any services or activities to which this Agreement may apply directly or through contractual, hiring, or other arrangements on the grounds of race, color, creed, religion, national origin, sex, age, or where there is the presence of any sensory, mental or physical handicap 19 Amendment, Modification or Waiver No amendment, modification or waiver of any condition, provision or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound, or such party's or parties' duly authorized representative(s) and specifying with particularity the nature and extent of such amendment, modification or waiver Any waiver by any party of any default of the other party shall not affect or impair any right arising from any subsequent default. Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant to this Agreement. 20 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 "C" hereof 21 Parties in Interest This Agreement shall be binding upon, and the benefits and obligations provided for herein shall inure to and bind, the parties hereto and their respective successors and assigns, provided that this section shall not be deemed to permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive benefit of the parties hereto and it does not create a contractual relationship AG-S-062 Vadis Page 5 of 7 with or exist for the benefit of any third party, including contractors, sub-contractors and their sureties. 22. Costs to Prevailing Party In the event of such litigation or other legal action, to enforce any rights, responsibilities or obligations under this Agreement, the prevailing parties shall be entitled to receive its reasonable costs and attorney's fees. 23 Applicable Law This Agreement and the rights of the parties hereunder shall be 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. 24 Captions, Headings and Titles All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of this Agreement or act as a limitation of the scope of the particular paragraph or sections to which they apply As used herein, where appropriate, the singular shall include the plural and vice versa and masculine, feminine and neuter expressions shall be 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. 25 Severable Provisions Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. 26 Entire Agreement This Agreement contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to such subject matter 27 Counterparts This Agreement may be executed in multiple counterparts, each of which shall be one and the same Agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party AG-S-062 Vadis Page 6 of 7 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the day and year first set forth above. CITY F RN VADIS Peter B L is, Mayor Signature Name n1cAu-Lj Title. �n cm vn� Wh Jt oa 111u01raao� Attest: (� ( � /�G z C Ea j o' Signature Danielle Daskam, City Clerk Name Title AZv s to for D Heid, Ci torney AG-S-062 Vadis Page 7 of 7 EXHIBIT A SCOPE OF WORK The purpose of this Agreement is to contract with the Provider, a non-profit corporation that develops employment for individuals with disabilities, on a two-year clean-up program for the Solid Waste Division. Litter Crew The Provider's Litter Crew shall perform the following: A. Specific Tasks The Provider's Litter Crew will collect and remove litter, trash, and debris from the shoulders of City traveled ways (including but not limited to streets, roads, alleys, paths, and parkways), public parking lots, and other designated areas. An additional supervisor, possessing a "Traffic Control Flagging License" certified by the State of Washington, will perform flagging on the busy streets such as Howard Road, Kersey Way, and Auburn Way South. This additional supervisor will be available two days per month B. Examination of Work Sites The Provider shall examine all work sites thoroughly before commencing work at the site It shall be the responsibility of the Provider to verify all the duties, assignments, and job sites. All existing conditions at the job site will be noted and copies with verification noted, given to the City's Solid Waste and Recycling Supervisor on a daily basis. C. Hours The Provider shall perform tasks to completion between the hours of 8:00 AM and 3.30 PM Monday through Friday The Provider shall recognize the same observed holidays as the City The Provider will also take two (2) Floating Holidays per year for staff training. Hill Litter Crew The Provider's Hill Litter Crew shall perform the following: A. Specific Tasks The Provider's Hill Litter Crew shall perform tasks similar to the Litter Crew, but in the Lea Hill and/or West Hill area(s) for a total of 15 hours per week. The Provider will have an additional supervisor, possessing a "Traffic Control Flagging License" certificate by the State of Washington, perform flagging on busy streets such as Lea Hill Rd SE and SE 3201h St one day per month B. Hours The Provider's Hill Litter Crew shall perform tasks to completion between the hours of 8:00 AM and 3 30 PM on three days of the week, Monday through Friday AG-S-062 Exhibit A Page 1 of 2 Recycling Crew The Provider's Recycling Crew shall perform the following. A. Specific Tasks The Provider's Recycling Crew shall collect recyclables from the City-owned recycling receptacles and maintain the recycling receptacles in the City of Auburn Parks for a total of 15 hours per week from April to September The Recycling Crew will be supervised and will bring a second Provider vehicle B. Hours The Provider's Recycling Crew shall perform tasks to completion between the hours of 8.00 AM and 3.30 PM on three days of the week, Monday through Friday AG-S-062 Exhibit A Page 2 of 2 EXHIBIT B RESPONSIBILITIES PROVIDER The Provider shall be responsible for the following: 1 The performance and accomplishment of tasks and work assigned in accordance with paragraph 2 below 2. The performance of all work as provided in this Agreement with its own employees. Individuals who perform work under this Agreement must be carried on the Provider's payroll. The Provider is responsible for administering and paying employee wages, benefits, and all other employee-related costs. Although the Provider's company headquarters may be located outside of Auburn, Washington, the Provider shall provide a full-time supervisor in the Auburn geographical area who will continuously oversee the Provider's employee work and will have authority to represent the Provider in the day-to-day activities The Provider supervisor must be trained in traffic control and must possess a "Traffic Control Flagging License" certified by the State of Washington. The Provider will present the supervisor's name, address, and telephone number to the City's Solid Waste and Recycling Supervisor at the beginning of the contract period 3 The Provider is responsible for the security of facilities where assigned tasks are performed as well as tools, equipment, safety gear, traffic control devices, and any other items which may be supplied by the City for the Provider's use in the performance of contracted duties. No equipment or supplies will be removed from City premises except as required for the performance of assigned duties. 4 The Provider shall supply the City with a quality control system acceptable to the City within ten days of the date of the Agreement. The quality control system shall be a plan specifying how the Provider will accomplish maintaining the level of performance required under this Agreement. Quality control statements shall be provided to the City's Solid Waste and Recycling Supervisor on a monthly basis. 5 The Provider shall supply a motor vehicle to transport its employees to and from the designated work sites. The Provider's vehicle shall be well identified with signs and equipped with safety warning lights, strobe light, and emergency flashers. 6. The Provider shall supply rain gear, foul weather gear, footwear as required, and clothing as needed for its employees. AG-S-062 Exhibit B Page 1 of 2 7 The Provider shall follow accepted safety practices in the performance of all work. After every work shift of litter clean-up and other assigned tasks and services the following shall be done. the work areas shall be inspected for fire hazards; electrical or power machines and/or equipment shall be turned off; outside doors and windows closed and locked; gates closed and locked and all miscellaneous work tools and equipment shall be inspected and put away CITY The City shall be responsible for the following: 1 The City shall supply litter bags to the Provider for its use in the collection of litter, trash, and debris. 2. The City shall supply traffic control devices, e.g., signs and traffic cones to the Provider so the Provider can place the traffic devices at work site(s) to protect its employees while performing services under this Agreement. The City shall also provide hard hats and reflective traffic vests. 3 The City shall supply the Provider with all grounds maintenance equipment and hand tools for performing outside grounds maintenance duties under this Agreement. 4 The City shall supply the Provider and its Auburn supervisor a copy of the daily work schedule and any change notices to use as a basic guide for the distribution of work each week. The work schedule may be changed as deemed appropriate by the City and a copy of such changes provided to the Provider and the City The City shall determine the priority of the various assignments. The City shall verify that all services are satisfactorily performed as scheduled AG-S-062 Exhibit B Page 2 of 2 EXHIBIT C FEE SCHEDULE 2013 Fee Schedule Not-To-Exceed Monthly Fee # of Months Amount Litter Crew $7,18000 12 $ 86,16000 Hill Litter Crew $3,55500 12 $ 42,66000 Recycling Crew $3,22800 6 $ 19,368.00 Total Not To Exceed Amount $ 148 188.00 2014 Fee Schedule Not-To-Exceed Monthly Fee # of Months Amount Litter Crew $7,35900 12 $ 88,30800 Hill Litter Crew $3,64400 12 $ 43,72800 Recycling Crew $3,30900 6 $ 19,854.00 Total Not To Exceed Amount $ 151.890.00 AG-S-062 Exhibit C Page 1 of 1 AUBURN OF * p� * j LET BU GTI\T Nancy Backus, Mayor �1��J LX WAS H II NGTO�NI 25 West Main Street * Auburn WA 98001-4998 * www.auburnwa.gov* 253-931-3000 January 2, 2014 Mary Bushnell VADIS 1701 Elm Street Sumner, WA 98390 RE: Agreement No. AG-S-062, Litter Control and Recycling Program For the Year 2014 Notice to Proceed Dear Ms. Bushnell: The work authorized under this contract for the calendar year 2014 shall not exceed $151,890.00. Please refer to the agreement approved on December 17, 2012 for further information. For the City's tracking and record keeping purposes, please reference AG- S-062 on all correspondence and related material. Per Section 15 of the Agreement, we must have certificates of insurance evidencing your insurance coverage and amendatory endorsements. Our records indicate that we do have current certificates of insurance on file and that they are current until October 1, 2014. Prior to their expiration, please ensure that we receive new certificates of insurance, which should be sent to Amanda DeSilver, 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 253-931-5103. Sincerely, 4 �-n Nelson Solid Waste and Recycling Supervisor Finance Department JN/ad/mh cc: Dani Daskam, City Clerk Joan Nelson, Solid Waste and Recycling Supervisor AG-S-062 Au BURN' * mom: •11-1AN YOU IMAGINED