HomeMy WebLinkAboutAG 18-096 - RESOURCE STEWARDS LLC RETURN TO: PW ADMIN EXT: 2700 ID#: 3838
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
ORIGINATING DEPT/DIv: PUBLIC WORKS/SWR
ORIGINATING STAFFPER30N: Rob Van Orsow EXT: 2770 3. DATE REQ.BY:
F. TYPE OF DOCUMENT(CHECK ONE):
[3 CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
0 GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
0 CONTRACT AMENDMENT(AG#): 18-096 ❑ INTERLOCAL
0 OTHER
1. PRO.IECTNAME: RECYCLING OUTREACH AND TECHNICAL ASSISTANCE
NAME OF CONTRACTOR: Resource Stewards LLC
ADDRESS: P6 46328, Seattle WA 98146 TELEPHONE:2065514850
E-MAIL: Kim(dPesaurceSlewards,com FAX:
SIGNATURE NAME: Klm DUCOte' TITLE:
i. EXHIBITS AND ATTACHMENTS:0 SCOPE,WORK OR SERVICES ❑COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHEF
REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
CFW LICENSE# 18102945000 1 BL.EXP. 12/31/ UBI#60207497 EXP.
TERM: COMMENCEMENT DATE: 07/19/2018 COMPLETION DATE: 12/31/2022
1. TOTAL COMPENSATION:$$15K + $15K +$15K = $45,000 total (INCLUDE EXPENSES AND SALES TAX,IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: 0 YES 0 NO IF YES,MAXIMUM DOLLAR AMOUNT: $ 3000
IS SALES TAX OWED: 0 YES 0 NO IF YES,S 3000 PAID BY: ❑CONTRACTOR ❑CITY
RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED
❑ PURCHASING: PLEASE CHARGE TO: 106-3200-250-537-10-410
I. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED
6 PROJECT MANAGER
6 DIVISION MANAGER �d / 11/19/20
8 DEPUTY DIRECTOR DSW/11/24/2020
8 DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
6 LAW DEPT MP 11/24/2020
0. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE:
SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE:
1. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE
(INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.
INITIAL/DATE SF{iNFD
1 FWAN F DEPARTMENT
S[i r\.l I oRy(MAYOR OR DIRECTOR) p
C i'1'r'Cl E.RK
SSlt FNED AG# G
❑ SIGNED COPY RETURNED D E SENT: 0.
_'OMMENTS:
7XECUTE"a.�"ORIGINALS
'lease review this amendment which adjusts compensation and term.The prior agreement and amendment are attached for reference.
1/2020
CITY OF CITY HALL
� Federal Feder 8th Avenge South
- Federal Way,WA 98003-6325
(253) 835-7000
www cifyoffederelway com
AMENDMENT NO. 2
TO
PROFESSIONAL SERVICES AGREEMENT
FOR
RECYCLING OUTREACH AND TECHNICAL ASSISTANCE
This Amendment ("Amendment No. 2") is made between the City of Federal Way, a Washington municipal
corporation("City"),and Resource Stewards LLC,a Washington limited liability company("Contractor").The City
and Contractor(together"Parties"),for valuable consideration and by mutual consent of the Parties,agree to amend
the original Agreement for Recycling Outreach and Technical Assistance("Agreement") dated effective July 17,
2018, as amended by Amendment No. 1, as follows:
1. AMENDED TERM.The term of the Agreement,as referenced by Section 1 of the Agreement and any prior
amendments thereto, shall be amended and shall continue until the completion of the Services,but in any event no
later than December 31, 2022 ("Amended Term").
2. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the
Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or
method of payment,as delineated in Exhibit B-2,attached hereto and incorporated by this reference.The Contractor
agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the
negotiated rate(s)for the Amended Term.Except as otherwise provided in an attached Exhibit,the Contractor shall
be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance
and payment of this Agreement.
3. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior
amendments thereto,not modified by this Amendment,shall remain in full force and effect.Any and all acts done by
either Party consistent with the authority of the Agreement,together with any prior amendments thereto, after the
previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been
performed under the Agreement,as modified by any prior amendments,as it existed prior to this Amendment. The
provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names
appear below swear under penalty of perjury that they are authorized to enter into this Amendment,which is binding
on the parties of this contract.
[Signature page follows]
AMENDMENT - 1 - 3/2017
CITY OF CITY HALL
33325 44%t�. Federal Federal th Avenue South
Fall Way,WA 98003-6325
(253) 835-7000
www cd1yoSederalway com
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY: ATTEST
r
By:
, erre ,Mayor lt!)urtneyl C C, City Clerk
DATE: APPROVED AS TO FORM:
J. Ryan Call, City Attorney
RESOURCE STEWARDS,LLC:
By:
Ki. Ducote, Principal
FMy
OSH ALPERS
Date: State�—a . �� otary Public
e of Washington
pointment Expires
Jul 12,2021
STATE OF WASFMSTGTON )
ss.
COUNTY OF )
L.
On this day personally appeared before me Kim Ducote, to me known to be the Principal of Resource Ste«a rcls,
LLC that executed the foregoing instrument,and acknowledged the said instrument to be the free and voluntary act
and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that
he/she was authorized to execute said instrument.
GIVEN my hand and official seal this V' day of Det"iseq 92020
Notary's signature Im e Aull e --
Notary's printed name C Isim' Alms
Notary Public in and for the State f Washington.
My commission expires D
AMENDMENT -2 - 3/2017
j� CITY of CITY HALL
Ate, Federal
Way
Feder l Avenue South003
"'�q�`� �p gerJ � Federal Way,WA 980U3-6325
(253) 835-7000
www.cityoffederalway com
EXHIBIT B-2
ADDITIONAL COMPENSATION
1. Total Compensation: In return for the Additional Services,the City shall pay the Contractor an additional
amount not to exceed Fifteen Thousand and no/100 Dollars($15,000.00). The total amount payable to Contractor
pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to
exceed Forty-Five Thousand and no/100 Dollars ($45,000.00).
2. Method of Compensation:
Flcnidv rate
In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount
calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below:
Project Management: Ninety and no/100 Dollars ($90.00)per hour
Senior Project Assistant: Sixty-Five and no/100 Dollars ($65.00)per hour
Project Assistant: Fifty-Five and no/100 Dollars ($55.00)per hour
Ke€«ibursable Lxpen es
The actual customary and incidental expenses incurred by Contractor in performing the Services including vehicle
mileage and other reasonable costs, with all taxes included; provided, however, that such costs shall be deemed
reasonable in the City's sole discretion and shall not exceed Three Thousand and no/100 Dollars ($3,000.00).
AMENDMENT - 3 - 3/2017
RETURN TO: PW ADMIN EXT: 2700 ID#:
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT/DIV: PUBLIC WORKS/ -+N�r7.--
2. ORIGINATING STAFF PERSON: 'VZ sD N3 ‘/PcN C .c .E1(T: t–n 0 3. DATE REQ.BY:
3. TYPE OF DOCUMENT(CHECK ONE):
o CONTRACTOR SELECTION DOCUMENT(E.G,RFB,RFP,RFQ)
o PUBLIC WORKS CONTRACT o SMALL OR LIMITED PUBLIC WORKS CONTRACT
o PROFESSIONAL SERVICE AGREEMENT 0 MAINTENANCE AGREEMENT
o GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG
o REAL ESTATE DOCUMENT 0 SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS)
o ORDINANCE ❑ RESOLUTION
tit CONTRACT AMENDMENT(AG#):vs—09(.0 ❑ INTERLOCAL
o OTHER
4. PROJECT NAME: (ZQ•C_Y t L I IJ/k. 0 LA.-t-14 e:A C..4k "i -1.-L----AA-f4 I L./id..- Y�54 S T O.N (
5. NAME OF CONTRACTOR: I o` tt .1—�, - i.• .7 S \\\L
ADDRESS: �_ . ow
- Ak it _ A AIME, TELEPHON WialgILMEnlik0
E-MAIL: (,a�&Q SJ Z.• ' �Yt--V1/4/A-n1,-.t .e.,,,A._ FAX:
SIGNATURE NAME: LI AA. 1 ,u co--r TITLE:`D"-'-J C%f 4.
6. EXHIBITS AND ATTACHMENTS:%,SCOPE,WORK OR SERVICES 0 COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE 0 ALL OTHER
REFERENCED EXHIBITS 0 PROOF OF AUTHORITY TO SIGN 0 REQUIRED LICENSES 0 PRIOR CONTRACT/AMENDMENTS
CFW LICENSE#XS XIY1-41.45 000OQ3L,EXP. 12/31/a UBI# Co o2 cooi49'7,EXP. 4/JO/t9
7. TERM: COMMENCEMENT DATE: '7 /X (7 /Y COMPLETION DATE: '7_ i 3) /'z C LC)
oriel s amenia -rotas?
8. TOTAL COMPENSATION:$ ('SI OC) 1" ( J/®CO .- WI'000 (INCLUDE EXPENSES AND SALES TAX,IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: 0 YES YsLNO IF YES,MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED: ❑YES XNO IF YES,$ PAID BY: 0 CONTRACTOR 0 CITY
RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT)� OR ❑RETAINAGE BOND PROVIDED
�/
JI,� PURCHASING: PLEASE CHARGE TO: 1 4:30 - -7.--CD c 2.S-C S3 7t CD 1 0
9. r DOCUMENTv /CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED
PROJECT MANAGER
❑ DIVISION MANAGER
XDEPUTY DIRECTOR t1i(�� `r
o DIRECTOR - - t t Il ( IS
❑ RISK MANAGEMENT (IF APPLICABLE)
LAW DEPT OI 11/(///C
//C
10. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE:
SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE:
11. CONTRACT
)qSENTTO VENDOR/CONTRACTOR DATE SENT: // j( ---/ g DATE REC'D: /2-iii O
o ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE
(INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.)
INITIAL/DATE SIGNED
i.
XLAW DEPT fraMiNE
SIGNATORY(MAYOR OR DIRECTOR)
- �
CITY CLERK (/Jr1
ASSIGNED AG# AG# :-•' .
SIGNED COPY RETURNED DATE SENT: •�
RETURN ONE ORIGINAL
COMMENTS:
EXECUTE" "ORIGINALS
1/2018
CITY OF CITY HALL
33325 8th Avenue South
'' ... Fe d e ra I Way Federal Way.WA 98003-6325
(253) 835-7000
www ciyoffederaiway.coin
AMENDMENT NO. 1
TO
PROFESSIONAL SERVICES AGREEMENT
FOR
RECYCLING OUTREACH AND TECHNICAL ASSISTANCE
This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal
corporation("City"),and Resource Stewards LLC,a Washington limited liability company("Contractor").The City and
Contractor(together"Parties"),for valuable consideration and by mutual consent of the Parties,agree to amend the
original Agreement for Recycling Outreach and Technical Assistance("Agreement")dated effective July 17,2018,
as follows:
1. AMENDED TERM.The term of the Agreement,as referenced by Section 1 of the Agreement and any prior
amendments thereto, shall be amended and shall continue until the completion of the Services,but in any event no
later than December 31, 2020 ("Amended Term").
2. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the
Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or
method of payment,as delineated in Exhibit B-1,attached hereto and incorporated by this reference.The Contractor
agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the
negotiated rate(s)for the Amended Term. Except as otherwise provided in an attached Exhibit,the Contractor shall
be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance
and payment of this Agreement.
3. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior
amendments thereto,not modified by this Amendment,shall remain in full force and effect.Any and all acts done by
either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the
previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been
performed under the Agreement, as modified by any prior amendments,as it existed prior to this Amendment.The
provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names
appear below swear under penalty of perjury that they are authorized to enter into this Amendment,which is binding
on the parties of this contract.
[Signature page follows]
AMENDMENT - 1 - 3/2017
CITY OF CITY HALL
33325 8th Avenue South
Federal Way
Federal V'Vay. VVA 98003-6325
(253) 835-7000
wwvw crtvoffederalwav coin
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY: ATTEST:
By: /
Ji erre , Mayor S 4h.nie Courtney, CM ity Clerk
DATE: ! 'J j g APPROVED AS TO FORM:
(J. Ryan Call, City Attorney
RESOURCE STEWARDS, LLC:
By: C Pt
Kim Ducote, Principal
Date: 4,2-S.— 26(3'
STATE OF WASHINGTON )
) ss.
COUNTY OF )
On this day personally appeared before me Kim Ducote, to me known to be the Principal of Resource Stewards,
LLC that executed the foregoing instrument,and acknowledged the said instrument to be the free and voluntary act
and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that
-ke/she was authorized to execute said instrument. J
GIVEN my hand and official seal this 6-71+ Deaeffiber.} day of20 ( '
`...tN‘\\\111,,1
(5e1dN"� !i �G Notary's signature
ki .t?°tARA�P',�y► z Notary's printed name M� beetC,S AA • T��utyi
o4iLlketilk-44 Tell tkitt
Notary Public in and for thetate f Washington.
°, ,,� .o�e`\Cs _ o r My commission expires J05 6¶P,ZDZD
/l111�OA -
AMENDMENT - 2 - 3/2017
ilk" CITY OF CITY HALL
33325Ofte .... Federal VVayFeder 8th Avenue South
Federal Way. WA 98003-6325
(253) 835-7000
WWW cit•offederaltvaycora
EXHIBIT B-1
ADDITIONAL COMPENSATION
1. Total Compensation: In return for the Additional Services, the City shall pay the Contractor an additional
amount not to exceed Fifteen Thousand and no/100 Dollars($15,000.00). The total amount payable to Contractor
pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to
exceed Thirty Thousand and no/100 Dollars ($30,000.00).
2. Method of Compensation:
Hourly rate
In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount
calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below:
Project Management: Ninety and no/100 Dollars ($90.00)per hour
Project Assistant: Fifty-Five and no/100 Dollars ($55.00)per hour
Reimbursable Expenses
The actual customary and incidental expenses incurred by Contractor in performing the Services including vehicle
mileage and other reasonable costs, with all taxes included; provided, however, that such costs shall be deemed
reasonable in the City's sole discretion and shall not exceed Three Thousand and no/100 Dollars ($3,000.00).
AMENDMENT - 3 - 3/2017
RETURN TO: PW ADMIN EXT: 2700 ID#: 3 3 0
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT/DIV: PUBLIC WORKS/SWR
2. ORIGINATING STAFF PERSON:ROB VAN ORSOW EXT:2770 3. DATE REQ.BY:
3. TYPE OF DOCUMENT(CHECK ONE):
u CONTRACTOR SELECTION DOCUMENT(E.G.,RPB,REP,REQ)
i i PUBLIC WORKS CONTRACT LI SMALL OR LIMITED PUBLIC WORKS CONTRACT
X PROFESSIONAL SERVICE AGREEMENT u MAINTENANCE AGREEMENT
u GOODS AND SERVICE AGREEMENT a HUMAN SERVICES CDBG
u REAL ESTATE_DOCUMENT MENI a SECURITY DOCC MENT(E.G BOND RELATED DOCUMENTS)
7 ORDINANCE rH RESOLUTION
I_i CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL
Cl OTHER
4. PROJECT NAME:RECYCLING OUTREACH AND TECHNICAL ASSISTANCE
5. NAME OF CONTRACTOR,RESOURCE STEWARDS LLC
ADDRESS: POB 46328,SEATTLE WA 98146 TELEPHONE 206.551.4850
E-MAIL: Kim/u`ResourceSlewards.com FAX:
SIGNATURE NAME:KIM DucoTt TrrLE:PRINCIPAL
6. EXHIBITS AND ATTACHMENTS X SCOPE,WORK OR SERVICES iJ COMPENSATION H INSURANCE REQUIREMENTS/CERTIFICAIE CI ALL OTHER
REFERENCED EXHIBFTS Li PROOF OF AUTHORITY TO SIGN O REQUIRED LICENSES ENSES '_i PRIOR CONTRACT AMENDMENTS
CFWLICENSE#ItI0a4L5 000 00 BL,EXP. 12/31/ IS EBI# (,oDa Lor, L(9'] ,EXP. 4{,30/,2019
7. TERM: COMMENCEMENT DATE: t\ 110 COMPLETION DATE:DECEMBER 3I,2018
8. TOTAL COMPENSATION:S 15,000.00 (INCLUDE EXPENSES ANT)SALES TAX,IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: a YES u NO IF YES,MAXIMUM DOLLAR AMOUNT: $1,000
IS SALES TAX OWED: i i YES H NO IF YES,$ PAID BY: ❑CONTRACTOR ❑CITY
RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT)OR RETAINAGE BOND PROVIDED
I PU.RCII.ASING: PLEASE CHARGE To:106-3200-250-537-10-410
9. DOCUMENT/CONTRACT REVIEW INITIAL!DATE.REVIEWED INITIAL./DATE APPROVED
PROJECT T MANAGER '7 �1 )
'r DIVISION MANAGER AA
NA DEPUTY DIRECTOR t bl1 0
X DIRECTOR
EI RISK MANAGEMENT (IE APPLICABLE)
X IAW DEPT 11/0/18'
10. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE:
SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE:
11. CONTRACT SIGNATURE RotTTING Q'
H SENT T O VENDORCONTRACTOR DAIL SENT. d Vl f&frail 7 -18'
DATE REC'D: ---13'- g
ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES.EXFIII3ITS
F.] CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.)
INITIAL/DATE SIGNED
D I'rn-nt*„F Ilro r-1A. �—
LAW DEPT ti -7116/4
SIGNATORY((MAYOR o' DIRECTOR) *42l
CITY CLERK ea
l 1
ASSIGNED AG# AG# tJo(J
..;SIGNED COPY RETURNED DATE SENT:
EI'URN ONE ORIGINAL.
COMMENTS:
EXECUTE” "ORIGINALS.Please approve this modification: Section 6.1.d deleted since Contractor is not
providing licensed professional services. If text is required, please restate clause to make it clear this
provision would only apply if this PSA requires additional services rendered via a Licensed Professional
(e.g., engineering).
41/4 CITY OF CITY HALL
Federal Way 33325 8th Avenue South
Federal Way.WA 98003-6325
(253) 835-7000
www cityoffederaiway corn
PROFESSIONAL SERVICES AGREEMENT
FOR
RECYCLING OUTREACH AND TECHNICAL ASSISTANCE
This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal
corporation ("City"), and Resource Stewards LLC, a Washington limited liability company ("Contractor"). The City and
Contractor (together "Parties") are located and do business at the below addresses, which shall be valid for any notice
required under this Agreement:
RESOURCE STEWARDS LLC: CITY OF FEDERAL WAY:
Kim Ducote,Principal Jeanette Brizendine, Solid Waste/Recycling Project Mgr.
PO Box 46328 33325 8th Avenue South
Seattle,WA 98146 Federal Way,WA 98003-6325
(206)551-4850 (telephone) (253) 835-2771 (telephone)
(206)764-1327 (facsimile) (253) 835-2709 (facsimile)
Kim@ResourceStewards.com Jeanette.brizendineAcityoffederalway.com
The Parties agree as follows:
1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement,which shall be the
date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any
event no later than December 31, 2018 ("Term"). This Agreement may be extended for additional periods of time upon the
mutual written agreement of the Parties.
2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ("Services"),
attached hereto and incorporated by this reference, in a manner consistent with the accepted professional practices for other
similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's
satisfaction,within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee.
The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is
appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to
obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this
Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or
delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services
in accordance with this Agreement, notwithstanding the City's knowledge of defective or non-complying performance, its
substantiality or the ease of its discovery.
3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other
party thirty(30) days' written notice at its address set forth above. The City may terminate this Agreement immediately if
the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of
this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future.
4. COMPENSATION.
4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to exceed a maximum
amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this reference.
The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at
the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit B, the Contractor shall be solely responsible
for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance of Services and payment
under this Agreement.
PROFESSIONAL SERVICES AGREEMENT - 1 - 3/2017
CITY OF CITY HALL
33325�... Feder 8th Avenue South
Federal Way
Federal Way,WA 98003-6325
(253) 835-7000
www cityoffederaiway corn
4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form
specified by the City, including a description of what Services have been performed, the name of the personnel performing
such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon
completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been
performed and within thirty(30) days following receipt and approval by the appropriate City representative of the voucher
or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work
to comply with the Agreement.The City may withhold payment for such work until the work meets the requirements of the
Agreement.
4.3 Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this
Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred
after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services
for which funds are allocated.No penalty or expense shall accrue to the City in the event this provision applies.
5. INDEMNIFICATION.
5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its
elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all
claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries,
damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by
any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising
from,resulting from, or in connection with this Agreement or the acts,errors or omissions of the Contractor in performance
of this Agreement, except for that portion of the claims caused by the City's sole negligence. 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
Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the
extent of the Contractor's negligence. Contractor shall ensure that each sub-contractor shall agree to defend and indemnify
the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent
and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of
any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification.
5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any
immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the
purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the
amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability
benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this
waiver.
5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers,
directors, shareholders, partners, employees, agents, representatives, and sub-contractors harmless from any and all claims,
demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages,
liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all
persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from,
resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of
the City.
5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with
respect to any event occurring prior to such expiration or termination.
6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with
the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for
the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as
follows:
PROFESSIONAL SERVICES AGREEMENT - 2 - 3/2017
CITY OF CITY HALL
�...
33325 8th Avenue South
Federal Way
Federal Way.WA 98003-6325
(253) 835-7000
wwwcrtyoffederalway corn
6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms
and with such carriers who have a rating that is satisfactory to the City:
a. Commercial general liability insurance covering liability arising from premises, operations,
independent contractors, products-completed operations, stopgap liability, personal injury, bodily injury, death, property
damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than
$1,000,000 for each occurrence and$2,000,000 general aggregate.
insurance in amounts sufficient pursuant to the
b. Workers' compensation and employer's liability
laws of the State of Washington.
c. Automobile liability insurance covering all owned, non-owned, hired, and leased vehicles with a
minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for
bodily injury, including personal injury or death, and property damage.
6.2. No Limit of Liability. Contractor's maintenance of insurance as required by this Agreement shall not be
construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's
recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with
respect to the City. Any insurance, self-insurance,or insurance pool coverage maintained by the City shall be excess of the
Contractor's insurance and shall not contribute with Contractor's insurance.
6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general
liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of
insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At
the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of
premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to
maintain tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project
completion and acceptance by the City.
6.4 Survival.The provisions of this Section shall survive the expiration or termination of this Agreement.
7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this
Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may
be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the
Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of
any public records request.
8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design
specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor
while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and
files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the
expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession
of Contractor shall be delivered to the City.
9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently
and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and
maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of
all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or
audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to
monitor this Agreement.
10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and
that the Contractor has the ability to control and direct the performance and details of its work, the City being interested
only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick
PROFESSIONAL SERVICES AGREEMENT - 3 - 3/2017
CITY OF CITY HALL
Aihb4 Federal Way 33325 8th Avenue South
Federal Way,WA 98003-6325
(253) 835-7000
www cityoffederaiway corn
leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an
incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its
employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all
protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible
for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The
Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement.
Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a
secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment
contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual,the Contractor agrees to notify
the City and complete any required form if the Contractor retired under a State of Washington retirement system and
agrees to indemnify any losses the City may sustain through the Contractor's failure to do so.
11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services
during the Term for other entities or persons; however, such performance of other services shall not conflict with or
interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in
favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with
any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting,
signing, administration of this Agreement, or the evaluation of the Contractor's performance.
12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made
possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its
subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any
person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin,
marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity,
or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide
occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the
following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for
training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60
RCW,Title VI of the Civil Rights Act of 1964,the Americans With Disabilities Act, Section 504 of the Rehabilitation Act
of 1973, 49 CFR Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non-
discrimination.
13. GENERAL PROVISIONS.
13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the
agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or
agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this
Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective
captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to
modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared
invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other
provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement
that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as
having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended,
waived, or modified except by written agreement signed by duly authorized representatives of the Parties.
13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign,
in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If
the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and
effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and
obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and
assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person
or entity shall have any right of action or interest in this Agreement based on any provision set forth herein.
PROFESSIONAL SERVICES AGREEMENT - 4 - 3/2017
CITY OF CITY HALL
33325 8th Avenue South
k. Federal Way
Federal Way.WA 98003-6325
(253) 835-7000
www cityoffederalway corn
13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all
applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions,
regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation
of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this
Agreement,this Agreement may be rendered null and void,at the City's option.
13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which
performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the
Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the
addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the
notice or may be deposited in the United States mail,postage prepaid, to the address set forth above. Any notice so posted
in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for
under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies
available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the
covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or
more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the
same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately
upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as
a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and
interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute,difference
or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing
suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the
parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a
suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal
jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an
inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its
legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals,
in addition to any other recovery or award provided by law; however, nothing in this paragraph shall be construed to limit
the Parties' rights to indemnification under Section 5 of this Agreement.
13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and
warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had
signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in
making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages
from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement
and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have
executed a counterpart of this Agreement shall be the"date of mutual execution"hereof.
[Signature page follows]
PROFESSIONAL SERVICES AGREEMENT - 5 - 3/2017
41Ihh„ CITY OF CITY HALL
Federal Way 33325 8th y, ue South
Federal Way.WA 98003-6325
(253) 835-7000
awvw cityoffedera/way corn
IN WIT S, the Parties execute this Agreement below, effective the last date written below.
CITY • ;DE' • WAY: ATTEST:
M. ' an S'.11oum, P.E., Public Works Director p anie Courtney, C C, City Clerk
DATE: T I ( - 2,31e) APPROVED AS TO FORM:
"Ar J. Ryan Call, City Attorney
RESOURCE STEWARDS, LLC:
By: � ;(20 W
Kim ucote, Principal
DATE: '1g
STATE OF WASHINGTON )
ss.
COUNTY OF rAilfr- )
On this day personally appeared before me Kim Ducote, to me known to be the Principal of Resource Stewards,
LLC that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary
act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated
that-Itefshe was authorized to execute said instrument.
GIVEN my hand and official seal this r ✓' day of 911 , 20(i?
..�pES M rF t�� Notary's signature C'����" t4 .-rerojeL
; �s�o+�F,�`A�,,�G�/zz Notary's printed name vl ercee es 1-1. 1 bthk
=of, +out ig,% Notary Public in and for the tate of Washington.
ft) - • - N= My commission expires O / q Pe&
„ G 2
N�4 1/g1.� p ...
�i
15,144„$,
WAS1
PROFESSIONAL SERVICES AGREEMENT - 6 - 3/2017
CITY OF CITY HALL
33325 8th Avenue South
'* .._. Federal Way
F
Federal Way,WA 98003003
-6325
(253) 835-7000
www citvoffederalwav corn
EXHIBIT A
SERVICES
1. The Contractor shall do or provide the following:
The Contractor shall perform the following Recycling Outreach and Technical Assistance services:
The Contractor will initiate work on the tasks outlined in Exhibit A only on an "as assigned" basis by the City.
Contractor will only engage in work on these tasks after intended outcomes, timelines, and objectives are defined
by the City, and a"not to exceed"budget is established for specified task components.
The Contractor will provide City-directed outreach to area waste generators including businesses, institutions,
and multi-family clients, which may include:
• Specifically-tailored recycling service plans (establishing service volume and container location/access
needs, auditing service levels/frequency/schedule, and verifying and monitoring related changes), as well
as providing follow-up outreach as needed to achieve optimal participation and compliance with
recycling participation rules and regulations.
• Monitoring user access and disposal of solid waste into collection containers and the contamination
levels of recyclable materials placed in dedicated containers, then implementing appropriate remedies,
including specific troubleshooting to determine source of contamination and then planning, assigning,
and promoting corrective actions for: service provider(s), property management and site maintenance
personnel, and/or residents as needed, along with related ongoing monitoring and affirmative promotion
to support full implementation of corrective actions.
• On behalf of property managers and the City, contacting service provider(s) to order new solid waste
services and/or to adjust existing service levels.
• Verifying installation and/or use of lock bars/locks, slotted dumpster lids, adjustment of container sizes
and placement/locations, and other related elements intended to reduce or eliminate contamination of
recyclables.
• Targeted outreach via distribution of previously-developed training materials including: recycling tote
bags, printed outreach materials, as well as decal/signage distribution and/or installation as appropriate at
targeted waste generator sites.
• Door-to-door canvassing and related on-site assistance to property management, maintenance staff, and
residents as needed at targeted waste generator sites.
• Related training of on-site personnel including maintenance staff, volunteers, users of recycling services,
and recycling service provider(s).
• On-site visual surveys, tracking, documentation, and service/waste audit updates as needed.
• Other related assistance to encourage and facilitate participation in ongoing recycling practices, with a
focus on the reduction and elimination of sources or behaviors which would otherwise result in
contamination of recyclables at targeted waste generator sites.
The Contractor will collect and analyze data and visual records, and provide all necessary reporting to document
Contractor activities and resulting outcomes.
PROFESSIONAL SERVICES AGREEMENT - 7 - 3/2017
CITY OF CITY HALL
Federal Way 33325 8th Avenue South
Federal Way.WA 98003-6325
(253) 835-7000
www cityoffederaiway corn
EXHIBIT B
COMPENSATION
1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to
exceed Fifteen Thousand and no/100 Dollars ($15,000.00).
2. Method of Compensation:
Hourly rate
In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount
calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below:
Project Management: Ninety and no/100 Dollars ($90.00)per hour
Project Assistant: Fifty-Five and no/100 Dollars ($55.00)per hour
Reimbursable Expenses
The actual customary and incidental expenses incurred by Contractor in performing the Services including
vehicle mileage and other reasonable costs, with all taxes included; provided, however, that such costs shall be
deemed reasonable in the City's sole discretion and shall not exceed One Thousand and no/100 Dollars
($1,000.00).
PROFESSIONAL SERVICES AGREEMENT - 8 - 3/2017
