HomeMy WebLinkAboutAG-S-072 Resource Stewards, LLC •
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CITY OF AUBURN
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AGREEMENT FOR SERVICES
AG-5=072 ��
THIS AGREEMENT made and entered into on this day o Atad 20 ,
by and between the City of Auburn, a municipal corporation of the to of W shington,
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 work;
and,
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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.
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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 thereunder,
except as may be provided to the contrary in Section 3 of this Agreement. Upon proper
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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
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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 •
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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
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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. j
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
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.
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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). The Provider shall submit to the City an invoice or statement of time spent
on tasks included in the scope of work provided herein, and the City upon acceptance of
the invoice or statement shall process the invoice or statement in the next billing/claim
cycle following receipt of the invoice or statement, and shall remit payment to the'Provider
thereafter in the normal course; subject to any conditions or provisions in this Agreement
or Amendment. The Agreement number must appear on all invoices or statements
submitted. The not-to-exceed amount for this agreement is $13,600.00.
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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, 2014.
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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.
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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, Principal . •
25 W Main Street PO Box 46328
Auburn, WA 98001-4998 Seattle, WA 98146
Phone: 253-931-3047 Phone: 206-551-4850 , .:
Fax: 253-876-1900 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 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 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. ..
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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 minimum combined single limit for bodily injury and property
damage of$1,000,000 per accident.
b. Commercial General Liability insurance shall be written on ISO occurrence form
CG 00 01 and shall cover liability arising from premises, operations, independent
contractors, products-completed operations, stop gap liability, personal injury and
advertising injury, and liability assumed under an insured contract. The 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 each occurrence, $2,000,000 general aggregate, and a $2,000,000
products-completed operations aggregate limit.
c. Worker's Compensation coverage as required by the Industrial Insurance laws of the
State of Washington.
The insurance policies are to contain, or be endorsed to contain, the following provisions
for Automobile Liability and Commercial General Liability insurance: •
a. The Provider's insurance coverage shall be primary insurance as respects the City.
Any insurance, self-insurance, or insurance pool coverage maintained by the City shall
be excess of the Provider's insurance and shall not contribute with it.
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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 insurerin 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.
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15. Indemnification/Hold Harmless
The Provider shall defend, indemnify and hold the City and its officers, officials, .
employees, and volunteers harmless from any and all claims, injuries, damages, losses, or
suits including attorney fees, arising out of or in connection with the performance of this
Agreement, except for injuries and damages caused by the sole negligence of the City.
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Should a court of competent jurisdiction determine that this Agreement is subject to RCW
4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or
damages to property caused by or resulting from the concurrent negligence of the Provider
and the City, its officers, officials, employees, and volunteers,the Provider's liability
hereunder shall be only to the extent of the Provider's negligence. It is further specifically
and expressly understood that the indemnification provided herein constitutes the
Provider's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the
purposes of this indemnification. This waiver has been mutually negotiated by the parties:
The provisions of this section shall survive the expiration or termination of this Agreement.
16. 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
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.
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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.
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.
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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 maybe 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective the day and year first set forth above.
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CITY OF AUBURN RESOURCE STEWARDS, LLC
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- Sig ature
AMAX. 'P "7"9,07C
Name: 7lrm 7)0/01
Attest: Title: ler/12areal
13041440,21/411 Federal Tax ID No: 26-3221935
Danielle Daskam City Clerk
Ap•%. a- lor
.A_A Agal
Daniel B. Heil, ity Attorney L.
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AG-S-072
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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 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, waste reduction and recycling classroom presentations, an In-Service
Workshop for Classified ASD employees, and to promote King County School
Programs, Washington Green Schools and other regional recycling programs. The
Provider will present the City"Waste Reduction & Recycling", "Worm Composting" and
the "Powerful Choices" presentations, and other waste reduction presentations, 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 effective waste management
behaviors both at home and school.
Outcome Statement: Over the 12-month Coordinated Prevention Grant and 12 month
King County Waste Reduction and Recycling Grant periods, the Provider will give 50
classroom presentations and 2 lunchroom recycling events, as well as promote other
local environmental programs and presentations, upon request.
Expected Outcome of Outreach:
Recycling: Collect 1,352 total tons from 19 ASD schools (increase of 4%)
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.
AC--S-072
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Work Plan, Deliverables and Activities
1.) January 2014 - Meet with City to plan 2014 outreach; Design and develop or
update recycling &waste seduction information & presentations.
2.) February to June 2014 - Promote & deliver recycling &waste reduction
information, presentations and program tune-ups.
3.) July 2014 — Meet with RCM &City to evaluate second half of 2013-2014 school
year and write summary.
4.) August 2014 - Meet with RCM and City to plan 2014-2015 outreach; Update
recycling &waste reduction information & presentations.
5.) September to December 2014 - Promote & deliver recycling information,
classroom presentations and program tune-ups.
6.) December 15, 2014 - Evaluate &write Final Summary for first half of 2014-2015
school year, conclusion of contract.
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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$13,600.00..Time will be reimbursed at $80.00 per"hour.
Task Description Not to exceed
Task 1. Auburn School Recycling Program
- January 1, 2014 — December 31, 2014
o CPG Funding Source $10,200.00
o WRR Funding Source $3,400.00
TOTAL COMPENSATION $13,600.00 •
DIRECT NON-SALARY REIMBURSABLE EXPENSES
• Outside Reproduction Fees
• Materials and Supplies— pertaining to tasks
• Mileage at .56 cents/mile or the current approved IRS rate.
All direct non-salary reimbursements are at cost with no mark-up.
AG-S-072
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AMENDMENT #1 TO AGREEMENT NO. AG -S -072 BETWEEN
THE CITY OF AUBURN AND RESOURCE STEWARDS, LLC
AUBURN SCHOOL RECYCLING & OUTREACH PROGRAM
THIS AMENDMENT is made and entered into this ,)A _ day of 2014, by
and between the CITY OF AUBURN, a municipal corporation of the the Statelof
(hereinafter referred to as the "CITY "), and RESOURCE STEWARDS, LLC (hereinafter referred
to as the "CONSULTANT "), as an Amendment to the Agreement between the parties for AG -S-
072 executed on the 2nd day of January 2014.
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: The scope of work is amended to include the increase of scheduled
classroom presentations.
3. COMPENSATION: The amount of this amendment is $3,000.00. The total contract
amount is increased to a total of $16,600.
REMAINING TERMS UNCHANGED: That all other provisions of the Agreement between
the parties for AG -S -072 executed on the 2nd day of January, 2014 shall remain unchanged,
and in full force and effect.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
RESOURCE STEWARDS, LLC CITY OF AUBURN
By: 1) )00 0 ).
Authoriz signature ancy c cu , Mayor
ATTEST (Optional): ATTEST: Q f�
By:, / C�L- 6zlr�jf
L/
Its: Danielle E. Daskam, Auburn City Clerk
Approved as to form (Optional): Appr �d as form:
Attorney for (Other Party) ffa6iel B. aid, Au urn A ney
Amendment No. 1 for Agreement No. AG -S -072
Resource Stewards, LLC
Paoe 1 of 1
AD-BuRN
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WASHINGTON
January 6, 2014
Kim Ducote'
Resource Stewards
PO Box 46328
Seattle, WA 98146
Nancy Backus, Mayor
25 West Main Street* Auburn WA 98001 -4998 * W W W. iuburnwa.gov * 253- 931 -3000
RE: Agreement No. AG -3-072
Auburn School Recycling Education & Outreach Program
Agreement Execution
Dear Ms. Ducote':
Enclosed please find an executed copy of the above- referenced Agreement. This letter serves as your
Notice to Proceed. The work authorized under this agreement shall not exceed $13,600, and has a
completion date of December 31, 2014.
For the City's tracking and record keeping purposes, please reference AG -S -072 on all correspondence
and related material.
We must receive the certificate(s) of insurance, evidencing your insurance coverage and amendatory
endorsements as required per Section 14 before we can issue a Notice to Proceed. Please send the
certificate(s) to 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.
Sincerely,
Kathleen Edman
Solid Waste Customer Care
Finance Department
KE /ja /mh
Enclosure
cc: Dani Daskam, City Clerk
Kathleen Edman, Solid Waste Customer Care
AG -S -072
AUBURN *MORl.THANYOUIMAGINH)
CITY OP *
Pty.( bi le 4s,(#,3
AUBURN Nancy Backus, Mayor
WASH II NGGTON 25 West Main Street * Auburn WA 98001 -4998 * www.auburnwa.gov * 253 -931 -3000
July 30, 2014
Kim Ducot&
Resource Stewards
P.O. Box 46328
Seattle, WA 98146
RE: Agreement for Professional Services, AG -S -072
Auburn School Recycling Education & Outreach 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 July 9, 2014 for invoice #1148 in the amount
of $1,500.00. If you feel that this Agreement for Professional Services should not
be closed, or if there are any outstanding invoices, please inform me by
August 12, 2014.
Thank you for your firm's professional services in work related to the Auburn
School Recycling Education & Outreach project. If you should have any
questions, feel free to give me a call at 253.931.3047.
Sincerely,
j�
Uu6n Nelson
Solid Waste & Recycling Supervisor
Finance Department
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cc: Kathleen Edman, Solid Waste Customer Care
Dani Daskam, City Clerk
AG -S -072
AUBURN . MORI :_IHANYOU]MAGINLD