HomeMy WebLinkAboutSW16-C-003 Epicenter Services LLCCITY OF AUBURN
AGREEMENT FOR SERVICES
SW 16 -C -003
THIS AGREEMENT made and entered into on this day of May,
2016, by and between the City of Auburn, a municipal corporation of the State of
Washington, hereinafter referred to as "City" and Epicenter Services, LLC, 1801 1 Street
#1, Bellingham, WA 98225, hereinafter referred to as the "Provider."
WITNESSETH:
WHEREAS, the City is in need of the services of individuals, employees or firms for
Solid Waste Collection Procurement; 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.
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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 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 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). 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
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amount for this agreement is $40,000.00. This project is identified in the City's
budget for 2016 and 2017.
8. Time for Performance and Term of Agreement
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 performed between March 1, 2016 and March
31, 2017.
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 Jeff Brown, 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
Joan Nelson
Solid Waste & Recycling
25 W Main St
Auburn, WA 98001 -4998
Phone: 253 - 931 -5103
Fax: 253 - 876 -1900
E -mail: jenelson @auburnwa.gov
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Epicenter Services, LLC
Jeff Brown
Principal
1801 1 Street #1
Bellingham, WA 98225
Phone: 360- 739 -5230
Fax: na
E -mail: jell @epicenterservices.net
13. Notices
All notices or communications permitted or required to be given under this
Agreement shall be in writing and shall be deemed to have been duly given if
delivered in person or deposited in the United States mail, postage prepaid, for
mailing by certified mail, return receipt requested, and addressed, if to a party of this
Agreement, to the address for the party set forth above.
Either party may change his, her or its address by giving notice in writing, stating
his, her or its new address, to the other party, pursuant to the procedure set forth
above.
14. Insurance
The Provider shall procure and maintain for the duration of this Agreement,
insurance against claims for injuries to persons or damage to property which may
arise from or in connection with the performance of the work hereunder by the
Provider, or the Provider's agents, representatives, employees, or subcontractors.
Provider's maintenance of insurance as required by the Agreement shall not be
construed to limit the liability of the Provider to the coverage provided by such
insurance, or otherwise limit the City's recourse to any remedy available at law or in
equity.
The Service Provider shall obtain insurance of the types described below:
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.
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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
assignment or transfer of any interest under this Agreement shall be deemed to
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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.
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.
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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
one and the same Agreement and
counterparts have been signed by
party.
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in multiple counterparts, each of which shall be
shall become effective when one or more
each of the parties and delivered to the other
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
Nancy Backus, Mayor
Attest:
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Danielle Daskam City Clerk
'as
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EPICENTER SERVICES, LLC
Signature
Name: Je Brown
Title: Principal
Federal Tax ID No: 26- 3872883
EXHIBIT A
Scope of Work
Task 1: Document Set: Develop draft contract for the City's next solid waste
collection agreement using consultant's current generation of collection
contract templates that include updated labor disruption, inclement weather,
range of recyclables, and other elements. Prepare draft request- for -bids or
proposals (RFB /P) document, including review of supporting data available
such as customer counts and tonnages. Review draft document set with
City staff and tailor to meet City needs. Prepare successive draft
incorporating City comments for City Attorney Review. Incorporate all
internal comments to prepare an industry review draft RFB /P and draft
contract, which will then be released by the City for industry review and
comment. Once comments are received, prepare a responsiveness
summary for the City and incorporate suggestions as directed by City staff.
Prepare final RFB /P and RFB /P contract for release.
Deliverables: Initial drafts of RFB /P and contract, review with City, industry
review version draft contract, responsiveness summary, incorporation of
appropriate provisions and production of final RFB /P and RFB /P contract.
Timeline: Deliver initial City review drafts by April 5, 2016, industry review
draft by May 13, 2016, final procurement package draft by July 7, 2016.
Task 2: Procurement Process: Prepare responses to bidder /proponent questions
and any other addenda needed during time RFB /P is "on the street." Once
bids /proposals are received, confirm pass /fail status of submittals, prepare
"best and final" round as needed to address preferred alternatives and
possible vendor contract exceptions, analyze rate proposals to determine
rate scores, provide assistance as requested by the City's evaluation
committee (if RFP), and then assist with contract finalization with selected
vendor and Council presentation as directed.
Deliverables: Produce draft answers to bidder questions, best and final
round, provide rate scoring, assistance with completing the final contract,
Council presentations as required.
Timeline: The competitive process is expected to occur during the second
quarter 2016 into the first quarter of 2017, with a final contract ready for
Council approval in December 2016 /January 2017.
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Task 3: General Technical Assistance: Provide technical support as directed for
solid waste - related issues. Potential issues include city code revisions, rate
design work or other topics as needed.
Deliverables: Provide attendance at meetings, technical memoranda and
other support as directed.
Timeline: Throughout the term of the contract.
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Budget
Compensation shall be with a not -to- exceed agreement amount of $40,000.00.
Task 1: Document Set: 120 hours @ $148.50 /hour $17,820.00
Task 2: Procurement Process: 120 hours @ $148.50 /hour $17,820.00
Task 3: General Technical Assistance: 20 hours @ $148.50 /hour $2,970.00
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