HomeMy WebLinkAboutSW19-C-015 Agreement for Services with Epicenter Services, LLC CITY OF AUBURN
AGREEMENT FOR SERVICES
SW19-C-015
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THIS AGREEMENT made and entered into on this a3 day of Apn l ,
2019, 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 I
Street#1, Bellingham, WA 98225, hereinafter referred to as the "Provider."
RECITALS:
1. The City is in need of the services of individuals, employees or firms for solid
waste collection procurement.
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:
1. 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.
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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.
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.
5. 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.
6. 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 $37,000.00.
7. 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 between
June 1, 2019, and December 31, 2020.
8. Ownership and Use of Documents
All documents, reports, memoranda, diagrams, sketches, plans, surveys, design
calculations, working drawings and any other materials created and delivered to
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the City 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.
9. 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.
The Parties agree that Provider and its employees are neither employees of the
City nor act as functional equivalents to City employees. If, however, the City or a
court determines that the Provider is an agency of the City and Provider's records
are subject to a Public Records Act request, Provider will cooperate in responding
to that request. Additionally, Provider will organize all records prepared as part of
the performance of this Agreement separate from records created for other
purposes.
10. 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.
11. 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 Epicenter Services, LLC
Joan Nelson Jeff Brown
Solid Waste & Recycling Supervisor Principal
25 West Main Street 1801 I Street#1
Auburn, WA 98001-4998 Bellingham, WA 98225
Phone: 253-931-5103 Phone: 360-739-5230
Fax: 253-876-1900 Fax: na
E-mail: jenelson@auburnwa.gov E-mail: jeff@epicenterservices.net
12. 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.
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Either party may change his, her or its address by giving notice in writing to the
other party.
13. 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.
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
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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 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.
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.
14. 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
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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.
15. 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.
16. 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.
17. 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.
18. 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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19. 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.
20. 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.
21. 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.
22. 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.
23. 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.
24. 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.
25. 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
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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 EPICENTER SERVICES, LLC
LAA.
Nan ackuyor Si tune
Na : Jeff Brown
Titl-• 'rinci•al
Federal Tax ID No: 26-3872883
Approved as to form:
P azios--
,. Steven L. Gross, City Attorney
SW 19-C-015
ENG-230, Revised 8/18
Page 8 of 8
EXHIBIT A
SCOPE OF WORK
Services
Task 1: Preparatory Work and Draft Document Set: Provide technical
assistance to prepare initial groundwork for the competitive process for the
City's new solid waste collection contract. Task will include working with
staff to confirm the framework for a fair and transparent competitive
process, participating in meetings with industry representatives to ensure
that the procurement process includes elements that encourage potential
proposers to participate and compete in this process, and other
preparatory work related to the process.
The Provider shall then develop a draft contract for the City's next solid
waste collection agreement using the Provider's current generation of
collection contract templates that include updated labor disruption,
inclement weather, customer service, commodity value adjustment
mechanism and other elements. The Provider will prepare an initial draft
request-for-proposals (RFP) document for internal use, including a review
of supporting data available such as customer counts and tonnages. The
draft document set will be reviewed with City staff to tailor it to meet City
needs. A successive draft will be prepared incorporating City comments
for the City Attorney to review. Then, all internal and legal comments will
be incorporated into an industry review version of the RFP and draft
contract to be released to prospective proponents. Industry comments will
be collated and then incorporated into the final RFP/RFB and contract, as
appropriate. The final version will then be provided to the City for formal
release.
Deliverables: Coordination with staff to finalize the process as needed,
including up to four meetings at the City (to include meetings with the City
and potential proponents, staff review of document set and possibly City
Council review) and the production of four successive versions of the RFP
documents: (1) the initial staff review set of RFP documents; (2) the legal
review set of RFP documents; (3) an industry review set of RFP
documents; and (4) a final release version of the RFP. All documents will
be provided in MS Word and Excel versions.
Timeline: This task will be completed by June 30, 2020.
Budget: Task Budget— $15,000.00 flat fee.
SW 19-C-015
Exhibit A
Page 1 of 3
Task 2: Procurement Process: The Provider shall prepare responses to
proponent questions and prepare any other addenda needed during the
time the RFP is "on the street." Once all proposals are received, the
Provider will confirm pass/fail status of submittals and provide an analysis
of rate proposals, including proposal alternatives, to review with staff.
In the event that acceptable contract exceptions are proposed by
proponents or an RFP alternative with systemic impacts are desired by
staff, the Provider shall prepare an RFP addendum with a revised base
contract for a "best and final" round of rate proposals.
The initial proposal rates or the "best and final" rates submitted by
proponents shall be evaluated by the Provider. The Provider shall prepare
a scoring analysis along with an assessment of the new proposed rates
compared with current rates. Those results will be combined with the
City's evaluation committee's qualitative scoring analysis (if a RFP is
chosen) to determine overall proposal scoring to select the highest scored
proponent.
The City will form an evaluation committee to review and score the
qualitative aspects of proposals. The Provider will provide up to 8 hours of
research and technical assistance as requested by the City's evaluation
committee, but will not qualitatively score proposals. In addition to
reviewing the proposals, the evaluation committee may choose to conduct
interviews, on-site visits to proponent facilities and check references to
inform its scoring decisions.
Deliverables: Produce draft answers to proponent questions in
addendum form, provide the City with an analysis of initial rate proposals
and alternatives, provide an RFP addendum for the best and final round
(including a new draft contract incorporating City decisions) if requested
by staff, and provide final rate scoring for City use in determining the
preferred proponent.
Timeline: The procurement process will be conducted from January—
August, 2020.
Budget: Task Budget— $11,000.00 flat fee.
SW 19-C-015
Exhibit A
Page 2 of 3
Task 3: Contract Finalization and Award Process: Once City staff have
identified the preferred proponent, the Provider shall attend and support
contract finalization meetings with City and the selected proponent. Those
meetings will be used to resolve any outstanding issues related to the
proponent's proposal, consider any revisions to the draft contract
proposed by the Contractor, provide analysis and assistance with any rate
design modification to rates, and other activities necessary to produce an
execution-ready contract package for Council review. The Provider will
assist with the development of the staff report in the format preferred by
the City detailing the process, activities and results for use during the
Council review and approval process.
Deliverables: Attend up to five contract finalization meetings between City
staff and the selected proponent, draft and incorporate revisions to the
final Contract, prepare Council materials (such as a staff report for the
review/approval process) as directed, and attend one Council meeting for
contract approval, if directed.
Timeline: July— September, 2020; in preparation for Council action to
formally select the successful proposing firm no later than September 30,
2020.
Budget: Task Budget— $11,000.00 flat fee.
Excluded Tasks
Qualitative review and scoring of the proposals is not included in this
scope of work. In the event of litigation, the City and the Provider will
determine the Provider's role in the proceedings and determine a separate
scope and budget based on the emerging situation.
SW 19-C-015
Exhibit A
Page 3 of 3
EXHIBIT B
BUDGET
Compensation shall be with a not-to-exceed agreement amount of $37,000.00. All
travel and incidental costs are included. Each task will be billed upon completion.
Task 1: Prep Work and Release Document Set $15,000.00
Task 2: Procurement Process $11,000.00
Task 3: Contract Finalization and Award $11,000.00
Total Not To Exceed Amount: $37,000.00
SW 19-C-015
Exhibit B
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