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HomeMy WebLinkAboutAG-S-109 Awarness and Understanding of Stormwater Management - ECOSSCITY OF AUBURN AGREEMENT FOR SERVICES AG -S-109 THIS AGREEMENT made and entered into on this lti day of 2019, by and between the City of Auburn, a municipal corporation of the State of Washington, hereinafter referred to as "City" and ECOSS 1011 SW Klickitat Way, Suite 201, Seattle, WA 98134, hereinafter referred to as the "Provider." RECITALS: 1. The City is in need of the services of individuals, employees or firms for business outreach and technical assistance work. 2. The City wants to hire the Provider to provide these services in connection with the City's work. 3. The Provider is qualified and able to provide services in connection with the City's needs for this work, and is willing and agreeable to provide the services on the terms and conditions in this Agreement AGREEMENT: In consideration of the mutual promises contained in this Agreement, the parties agree as follows: Scope of Services The Provider agrees to perform in a good and professional manner the tasks described in Exhibit "A." 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 If 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, the parties will amend this Agreement before the Provider performs the additional services. However, Provider agrees that it shall perform additional services on the written request of an authorized representative of the City pending execution of an Amendment. 3. Provider's Representations The Provider represents and warrants that it has all necessary licenses and certifications to perform the services provided for in this Agreement, and is qualified to perform those services. AG -S-109 ENG -230, Revised 12/18 Page 1 of 7 4. 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 in this Agreement, the City shall pay the Provider the fees and costs specified on Exhibit "B." The Provider shall submit to the City an invoice or statement of time spent on tasks included in the.scope of work , 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, 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 $9,500.00. 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 in accordance with the direction and scheduling provided on Exhibit "A" unless otherwise agreed to in writing by the parties. All work under this Agreement shall be completed by December 31, 2019. 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 AG -S-109 ENG -230, Revised 12/18 Page 2 of 7 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 Ann Boyce, 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 Tim Carlaw Storm Drainage Engineer 25 West Main Street Auburn, WA 98001-4998 Phone: 253-804-5060 E-mail: tcarlaw@auburnwa.gov Ecoss Ann Boyce Sustainable Business Associate 1011 SW Klickitat Way, Suite 201 Seattle, WA 98134 Phone: 206-767-0432 Ext 1004 E-mail: Ann@ecoss.org 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, 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 to the other party. 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: AG -S-109 ENG -230, Revised 12/18 Page 3 of 7 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. 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 a per project aggregate limit using ISO form CG 25 03 05 09 or equivalent endorsement. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The City shall be named as an insured under the Provider's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 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. b. The Provider shall provide the Public Entity and all Additional Insureds for this work with written notice of any policy cancellation within two business days of their receipt of such notice. 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 ANIL 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. AG -S-109 ENG -230, Revised 12/18 Page 4 of 7 If the Contractor maintains higher insurance limits than the minimums shown above, the Public Entity shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this contract or whether any certificate of insurance furnished to the Public Entity evidences limits of liability lower than those maintained by the Contractor. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the Public Entity may, after giving five business days' notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the•Public Entity on demand, or at the sole discretion of the Public Entity, offset against funds due the Contractor from the Public Entity. 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 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. AG -S-109 ENG -230, Revised 12/18 Page 5 of 7 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. 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. AG -S-109 ENG -230, Revised 12/18 Page 6 of 7 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. 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 N ZZ4- U —,*?M C � - ancy Bac, Mayor Appro vedtom: Steve Gross, City Attorney AG -S-109 ENG -230, Revised 12/18 Page 7 of 7 ECOSS Signature Name: Title: Federal Tax ID No. 91-1613460 Exhibit A ECOSS proposes the following scope of work to be completed with the City of Auburn. This is an ongoing project between both parties. This document is a statement of work designed to clarify and aid in understanding responsibilities and expectations of participating parties. Goal: The primary goal for this project is to increase awareness and understanding of stormwater management among business owners, managers, property managers and employees, and encourage businesses and multi -family complexes to practice pollution prevention and best management practices. Task 1— Outreach & Technical Assistance To be completed by ECOSS - ECOSS will provide targeted and specialized stormwater pollution prevention assistance and spill response training to businesses and multi -family complexes throughout City of Auburn - ECOSS will provide support to City of Auburn by working directly with any business or multi -family complex identified by the City or ECOSS staff members. Support will include, but not be limited to: • Stormwater education • Spill kit, customized spill plan, and spill response training for managers and employees • Contractor, consultant, vendor, and agency referrals• -'•. ° `' `' "` ECOSS will collect information during service delivery to gauge basic knowledge and awareness of stormwater issues, BMP's, spill response readiness, etc. ECOSS will perform brief regionally -based follow up outreach with post -service surveys to a percentage of previously visited businesses to determine post-serviceawareness and behaviors, including kit use, training, etc. Deliverables: •. Provide up to 36 businesses spill kits and spill response trainings in 2019 • Provide 10 follow up outreach with post -service surveys in 2019 ECOSS LmYrbYSa.Wb�4N Task 2 — Program Materials To Be Completed by ECO55 - ECOSS will produce program literature: • Spill kit brochures describing the program • Spill prevention poster • Site specific spill plans Deliverables: - Spill kit brochure(s) - Spill plan(s) for each business or multi -family complex - Spill kit(s) for each business or multi -family complex - Emergency spill response training materials - Site maps with drainage info (where GIS data is available) To Be Completed by the City of Auburn - (Optional) Referrals to prioritized businesses for ECOSS outreach staff - Up to $9,500 to cover ECOSS outreach costs Deliverables: List of businesses needing assistance and any additional educational materials that the City of Auburn would like distributed Updated GIS information, if applicable Task 3 - Administration and Reporting To Be Completed by ECO55 ECOSS will supply the City of Auburn with an evaluation report of completed site visits, behavior pre/post survey, training, and pertinent technical assistance. ECOSS will provide a final evaluation report about pre/post service delivery behaviors through the regional program. Progress -based invoicing (based on percentage of project completed) will occur within three months of project implementation. Invoicing will occur quarterly unless otherwise designated by City or project completion. Deliverables: • Tracking spreadsheet, draft (due 12/15/19) and final (due 12/31/19) evaluation report(s) ECO55 sm..sw sew�.b.a 3 Ongoing activities To Be Completed by ECO55 and City of Auburn In addition to the tasks listed above, there may be a need for subsequent meetings regarding the stormwater work activities Ongoing conversations between parties regarding the development of future programs, funding sources, and the opportunity to partner on subsequent projects Deliverable: • Check -ins regarding work activities Total Budget The budget for this proposed scope of work is $9,500. ECOSS Aedls.bl. feWsnbN -*:1:1 Hm. : Proposed Spill Prevention and Public Education Services Budget Project Task Total 2019 Auburn Outreach and Trainings to up to 36 New Businesses and 10 Follow Up Contacts Task 1 Project Management and Coordination Project Management $581.00 Task 2 Business Assistance Outreach, spill trainings, technical assistance Task 3 Reporting & Administration $6,399.00 Final Reports, Evaluation, Inventory Management, Data Entry $581.00 Task 4 Direct Costs Spill kits, mileage, etc. $1,939.00 Total Budget $9,500.00