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HomeMy WebLinkAboutAG-S-082A 3IL-,I CITY OF AUBURN AGREEMENT FOR SERVICES AG -S -082 THIS AGREEMENT made and entered into on this �Aay oflwry 2014, 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 48328, 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 School Recycling Outreach 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: 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 fo 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 supplementand be construed in accordance with the terms and conditions of this Agreement. AG -S -082 Page 1 of 8 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. 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 he 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 o' f 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 inclubed in the scope'of work provided herein, and the City upon acceptance of the invoice or statement _sh_ all 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 AG -S-082 Page 2 of 8 Agreement number must appear on all invoices or statements submitted. The not - to- exceed amount for this agreement is $13,600. 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 June 30, 2015. 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 Insoectiomand 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 Mayo; 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 Kathleen Edman Solid Waste Services 25 W Main St Auburn, WA 98001 -4998 Phone: 253 -931 -3047 Fax: 253- 876 -1900 E -mail: kedman @auburnwa.gov AG -S -082 Page 3 of 8 Resource Stewards, LLC Kim Ducote' Principal PO Box 46328 Seattle, WA 98146 Phone: 206 -551 -4850 Fax: 206 - 767 -3030 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 parry of this Agreement, to the address for the party set forth above. . Either-party may change his; her or its address by giving notice in writing, stating his, her or its new address, to the other party, pursuant to the procedure set forth above. 14. Insurance _ I The Provider shall procure and maintain-for, the A uration 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 -P_rovider, 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 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, stopgap liability, personal injury and advertising injury, and Iiability 'assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 0311:85. 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. AG -S -082 Page 4 of 8 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. 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 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. 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 AG -S -082 Page 5 of 8 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. i. 1, - 19. Termination and Suspension • I - 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. AG -S -082 Page 6 of 8 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. 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. AG -S -082 Page 7 of 8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the day and year first set forth above. CITY OF AUBURN ancy B c s; Mayor Attest: Danielle Daskam City Clerk WIN AG -S -082 Page 8 of 8 RESOI,JRCE,STEWARDS,- LLC Signature 1 Name: "1 /i�_(JI(k 0 it Title: �r/n1tj va/ Federal Tax ID No �T -f 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. 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, 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 ", Grade 2 — 8 "Worm Bin Composting ", and the Puget Sound Energy Grade 6 - 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 6 -month Coordinated Prevention Grant and King County Waste Reduction and Recycling Grant periods, the Provider will give at least 30 classroom presentations and promote other local environmental programs and presentations, upon request. Expected Outcome of Outreach: Recycling: Collect 1,500 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 -082 Page 1 of 3 Work Plan, Deliverables and Activities 1.) January 2015 - Meet with RCM and City to plan 2015 outreach; Design and develop or update presentation and materials. 2.) February to June 12, 2015 - Promote & deliver - recycling & waste reduction information, presentations and program tune -ups. 3.) June '13 _ 22, 2015 - Evaluate & write Final Summary for School year. Due by 6/22/15. AG -S -082 Page 2 of 3 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 $00.00 per hour for Provider, Kim Ducote and $55.00 per hour for Staff. Task Description Not to exceed Task 1. Auburn School Recycling Program - Implementation and Outreach $13,600.00 TOTAL COMPENSATION $13,600.00 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 -082 Page 3 of 3